S-8

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                              OLD NATIONAL BANCORP
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          INDIANA                                   35-1539838
- -------------------------------         ------------------------------------
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)

  420 Main Street, Evansville, Indiana                  47708
 ----------------------------------------             ----------
 (Address of Principal Executive Offices)             (Zip Code)

                        ANB Corporation Stock Option Plan
                     ANB Corporation 1995 Stock Option Plan
                ANB Corporation 1996 Directors' Stock Option Plan
- --------------------------------------------------------------------------------
                            (Full title of the plan)

                            Jeffrey L. Knight, Esq.,
                     Corporate Secretary & General Counsel,
                              Old National Bancorp
                                420 Main Street,
                           Evansville, Indiana 47708
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (812) 464-1363
          ------------------------------------------------------------
          (Telephone number, including area code, of agent of service)

                         CALCULATION OF REGISTRATION FEE



Title of securities        Amount to be       Proposed maximum offering          Proposed maximum             Amount of
 to be registered      registered (1)(2)(3)      price per share (3)       aggregate offering price (3)   registration fee
- --------------------------------------------------------------------------------------------------------------------------
                                                                                                   
   Common Stock,              99,092                    $29.72                      $2,945,014                 $778.00
   no par value
   Common Stock,             135,890                    $29.72                      $4,038,651                $1067.00
   no par value
   Common Stock,              18,638                    $29.72                       $553,921                  $147.00
   no par value
- --------------------------------------------------------------------------------------------------------------------------


1. Pursuant to Rule 416(a), also registered hereunder is an indeterminate number
of shares of Common Stock issuable as a result of the anti-dilution provisions
of the ANB Corporation Stock Option Plan, the ANB Corporation 1995 Stock Option
Plan and the ANB Corporation 1996 Directors' Stock Option Plan (the "Stock
Option Plans").

2. The 75,500, 103,535 and 14,200 shares, respectively, registered hereby
represent the remaining shares issuable pursuant to the Stock Option Plans.

3. With respect to the shares registered hereby, the offering price per share,
the aggregate offering price and the registration fee have been calculated in
accordance with paragraph (c) and (h)(1) of Rule 457 on the basis of the average
high and low sale prices for the Company's Common Stock on May 24, 2000, as
quoted on the Nasdaq National Market ($29.72 per share).



                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

     The information required by Part I to be contained in this Item is omitted
from this Registration Statement in accordance with the Introductory Note to
Part I of Form S-8.


Item 2. Registrant Information and Employee Plan Annual Information.

     The information required by Part I to be contained in this Item is omitted
from this Registration Statement in accordance with the Introductory Note to
Part I of Form S-8.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents previously filed by Old National Bancorp (the
"Registrant") (SEC File No. 0-10888) with the Securities and Exchange Commission
(the "Commission") are incorporated by reference in this Registration Statement:

     1.   Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1999.

     2.   Registrant's Annual Report to Shareholders for the fiscal year ended
          December 31, 1999.

     3.   Registrant's Form 10-Q for the quarter ended March 31, 2000.

     4.   Registrant's Report on Form 8-K filed on April 19, 2000.

     5.   The description of Registrant's common stock contained in its Current
          Report on Form 8-K, dated January 6, 1983 (incorporated by reference
          thereto), and the description of Registrant's Preferred Stock Purchase
          Rights contained in Registrant's Form 8-A, dated March 1, 1990, as
          amended on March 1, 2000, including the Rights Agreement, dated March
          1, 1990, as amended on March 1, 2000, between the Registrant and Old
          National Bank in Evansville, as Trustee (incorporated by reference
          thereto).

     All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") following the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all shares of Common Stock offered pursuant to this Registration Statement
have been sold or which registers all shares of Common Stock then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be made a part hereof from the date of the filing of such
documents.




Item 4. Description of Securities.

Not Applicable.


Item 5. Interests of Named Experts and Counsel.

Not Applicable.


Item 6. Indemnification of Directors and Officers.

     The Registrant's Articles of Incorporation provide that the Registrant will
indemnify any person who is or was a director, officer or employee of the
Registrant or of any other corporation for which he is or was serving in any
capacity at the request of the Registrant against all liability and expense that
may be incurred in connection with any claim, action, suit or proceeding with
respect to which such director, officer or employee is wholly successful or
acted in good faith in a manner he reasonably believed to be in, or not opposed
to, the best interests of the Registrant or such other corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
that his conduct was unlawful. A director, officer or employee of the Registrant
is entitled to be indemnified as a matter of right with respect to those claims,
actions, suits or proceedings where he has been wholly successful. In all other
cases, such director, officer or employee will be indemnified only if the Board
of Directors of the Registrant or independent legal counsel finds that he has
met the standards of conduct set forth above.


Item 7. Exemption from Registration Claimed.

Not Applicable.


Item 8. Exhibits.

     The following exhibits are being filed as part of this Registration
Statement:

Exhibit Number                   Document
- --------------                   --------

          4.1  (a) the description of Registrant's common stock contained in its
               Current Report on Form 8-K, dated January 6, 1983 (incorporated
               by reference thereto), and (b) the description of Registrant's
               Preferred Stock Purchase Rights contained in Registrant's Form
               8-A, dated March 1, 1990, as amended on March 1, 2000, including
               the Rights Agreement, dated March 1, 1990, as amended on March 1,
               2000, between the Registrant and Old National Bank in Evansville,
               as Trustee (incorporated by reference thereto).

          4.2  ANB Corporation Stock Option Plan.

          4.3  ANB Corporation 1995 Stock Option Plan.

          4.4  ANB Corporation 1996 Directors' Stock Option Plan.





          5    Opinion of Krieg DeVault Alexander & Capehart as to the legality
               of the securities being registered.

          23.1 Consent of Krieg DeVault Alexander & Capehart (included in
               opinion filed as Exhibit 5 to this Registration Statement).

          23.2 Consent of PricewaterhouseCoopers LLP.

          23.3 Consent of Arthur Andersen LLP.

          23.4 Consent of Heathcott & Mullaly, P.C.

          23.5 Consent of Olive LLP.

          24   Powers of Attorney.


Item 9. Undertakings.

(a)        The undersigned Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

          (i)  to include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933, as amended (the "Securities Act");

          (ii) to reflect in the prospectus any facts or events arising after
               the effective date of the Registration Statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in the Registration Statement;

          (iii) to include any material information with respect to the plan of
               distribution not previously disclosed in the Registration
               Statement or any material change to such information in the
               Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13(a) or 15(d) or the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.

     (2) That, for the purpose of determining liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.




     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of an action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.



                                      * * *



                                   SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Registration Statement on Form S-8
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Evansville, State of Indiana, on June 1, 2000.

                                        OLD NATIONAL BANCORP


                                        By: /s/ JAMES A. RISINGER
                                           ----------------------------
                                           James A. Risinger, President


           Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement on Form S-8 has been signed by the
following persons in the capacities indicated below as of June 1, 2000.

/s/ JAMES A. RISINGER
- ------------------------------     Chairman of the Board, Director, President
James A. Risinger                  and Chief Executive Officer
                                   (Chief Executive Officer)

/s/ JOHN S. POEKLER
- ------------------------------     Executive Vice President (Chief Financial
John S. Poekler                    Officer and Principal Accounting Officer)

DAVID L. BARNING*
- ------------------------------     Director
David L. Barning

RICHARD J. BOND*
- ------------------------------     Director
Richard J. Bond

ALAN W. BRAUN*
- ------------------------------     Director
Alan W. Braun

WAYNE A. DAVIDSON*
- ------------------------------     Director
Wayne A. Davidson

LARRY E. DUNIGAN*
- ------------------------------     Director
Larry E. Dunigan

DAVID E. ECKERLE*
- ------------------------------     Director
David E. Eckerle

ANDREW E. GOEBEL*
- ------------------------------     Director
Andrew E. Goebel

PHELPS L. LAMBERT*
- ------------------------------     Director
Phelps L. Lambert

RONALD B. LANKFORD*
- ------------------------------     Director
Ronald B. Lankford



LUCIEN H. MEIS*
- ------------------------------     Director
Lucien H. Meis

LOUIS L. MERVIS*
- ------------------------------     Director
Louis L. Mervis

JOHN N. ROYSE*
- ------------------------------     Director
John N. Royse

MARJORIE Z. SOYUGENC*
- ------------------------------     Director
Marjorie Z. Soyugenc

KELLEY N. STANLEY*
- ------------------------------     Director
Kelley N. Stanley

CHARLES D. STORMS*
- ------------------------------     Director
Charles D. Storms

*By: /s/ JEFFREY L. KNIGHT
    --------------------------
Printed Name: Jeffrey L. Knight
              Attorney-in-Fact

EX-4.2

                                                                     EXHIBIT 4.2









                        ANB CORPORATION STOCK OPTION PLAN








                        ANB Corporation Stock Option Plan

1. Purpose. The purpose of the ANB Corporation Stock Option Plan (the "Plan") is
to provide to certain key employees of ANB Corporation (the "Corporation") and
its majority-owned and wholly-owned subsidiaries (individually a "Subsidiary"
and collectively the "Subsidiaries") who are materially responsible for the
management or operation of the business of the Corporation or a Subsidiary, a
favorable opportunity to acquire Common Stock of the Corporation, thereby
encouraging key employees ownership in the Corporation, providing a long-term
incentive for key employees to enhance shareholder value and encouraging key
employees to make a career commitment to the Corporation.

2. Administration of the Plan. The Plan shall be administered, construed and
interpreted by the Corporation Compensation Committee of the Board of Directors
(the "Committee"), (consisting of at least three members of the Board of
Directors of the Corporation) who shall be designated from time to time by the
Board of Directors of the Corporation. If a member of the Committee, for any
reason, shall cease to serve, the vacancy may be filled by the Board of
Directors. Any Member of the Committee may be removed, at any time, with or
without cause, by the Board of Directors. No member of the Committee shall be
eligible, at any time when he is such a member or within one year prior to his
appointment to the Committee, to be granted an option under the Plan or to be
selected as a person to whom stock, or options, may be allocated or granted
under any other plan of the Corporation or any of its Subsidiaries. The decision
of a majority of the members of the Committee shall constitute the decision of
the Committee, and the Committee may act either at a meeting at which a majority
of the members of the Committee is present or by a written consent signed by all
members of the Committee. The Committee shall have the sole, final and
conclusive authority to determine, consistent with and subject to the provisions
of the Plan:

          (a)  the individuals (the "Optionees") to whom options or successive
               options shall be granted under the Plan;

          (b)  the time when options shall be granted hereunder;

          (c)  the number of shares of stock of the Corporation to be covered
               under each option;

          (d)  the option price to be paid upon the exercise of each option;

          (e)  the period within which each option may be exercised; and

          (f)  the terms and conditions of the respective option agreements by
               which options granted shall be evidenced.

The Committee shall also have authority to prescribe, amend and rescind rules
and regulations relating to the Plan, and to make all other determinations
necessary or advisable in the administration of the Plan.

3. Eligibility. Options may be granted only to officers (including officers who
are members of the Board of Directors) and other key employees of the
Corporation or of a Subsidiary who in the opinion of the Committee are from time
to time materially responsible for the management or operation of the business
of the Corporation or of a Subsidiary. Subject to the provisions of Section 4
hereof, an

                                        1


individual who has been granted an option under the Plan, if he is otherwise
eligible, may be granted an additional option or options if the Committee shall
so determine.

4. Stock Subject to the Plan. There shall be reserved for issuance upon the
exercise of options granted under the Plan, Seventy Five Thousand (75,000)
shares of Common Stock, without par value, of the Corporation, which may be
authorized but unissued shares or treasury shares of the Corporation. Subject to
Section 6 hereof, the shares for which options may be granted under the Plan
shall not exceed that number. If any option shall expire or terminate for any
reason without having been exercised in full, the unpurchased shares subject
thereto shall (unless the Plan shall have terminated) become available for other
options under the Plan.

5. Terms of Option. Each option granted under the Plan shall be evidenced by an
option Agreement between the Corporation and the Optionee and shall be subject
to the following terms and conditions and to such other terms and conditions not
inconsistent therewith as the Committee may deem appropriate in each case:

           (a) Option Price. The price to be paid for shares of stock upon the
exercise of each option shall be determined by the Committee at the time such
option is granted. The price shall not be less than seventy five percent (75%)
of the fair market value, of such stock on the date on which such option is
granted.

           (b) Period for Exercise of Option. An option shall not be exercisable
after the expiration of such period as shall be fixed by the Committee at the
time such option is granted, but such period in no event shall exceed ten (10)
years from the date on which such option is granted.

           (c) Exercise of Options. Except as otherwise provided herein, each
Optionee must remain in the employ of the Corporation or of a Subsidiary for one
year from the date the option is granted before he can exercise any part
thereof. However, an Optionee's right to exercise shall not be lost because he
is subsequently transferred to the employ of a Subsidiary or to the employ of
the Corporation. After such one-year period, options will be exercisable as
provided herein. Each option will be divided into four installments with each
installment to be approximately equal in size. The first installment shall not
be exercisable until after one year from the date the option is granted, and
each succeeding installment shall not be exercisable until one year from the
date that the prior installment became exercisable. When the right to exercise
any installment accrues, the Shares included in that installment may be
purchased at that time or from time to time thereafter during the term of the
option. However, an option, unless it has earlier expired and subject to the
provisions hereof and to any provisions in the option Agreement, may be
exercised (1) immediately upon or at any time after the attainment by the
Optionee of age 65, or (2) upon the occurrence of such special circumstance or
event or at such earlier times as the Committee may determine, either at or
subsequent to the time of grant.

           Notwithstanding the installments set forth above, an option (as to
all shares of Common Stock remaining subject to the option) shall be exercisable
early at any time during the 30-day period immediately following the day on
which the first of the following events has occurred: (i) the purchase of shares
of Common Stock pursuant to a tender offer or exchange offer (other than an
offer by the Corporation) for all, or any part of, the Common Stock, (ii) a
Change in Control of the Corporation (as defined in this paragraph) or (iii) the
date of approval by the shareholders of the Corporation of an agreement for a
merger in which the Corporation will not survive as an independent corporation,
a

                                        2


consolidation, or a sale, exchange or other disposition of all or substantially
all the Corporation's assets. A "Change in Control" is deemed to occur at the
time when any entity, person or group (other than the Corporation, any
subsidiary or any savings, pension or other benefit plan for the benefit of
employees of the Corporation or its Subsidiaries) which theretofore beneficially
owns less than 25 percent of the Common Stock then outstanding acquires shares
of Common Stock in a transaction or series of transactions that results in such
entity, person or group directly or indirectly owning beneficially 25 percent or
more of the outstanding Common Stock. The foregoing early exercisability of
options shall occur automatically unless the Committee has directed otherwise at
least one day prior to the earliest day on which any of the foregoing events
(i), (ii) or (iii) has occurred.

           The option price of each share of stock purchased upon exercise of an
option shall be paid in full in cash at the time of such exercise; provided,
however, that an Optionee may, with the approval of the Committee, exercise his
option in whole or in part by tendering to the Corporation whole shares of the
Corporation's Common Stock, without par value, owned by him of any combination
of whole shares of the Corporation's Common Stock, without par value, owned by
him and cash, having a fair market value equal to the cash exercise price of the
shares with respect to which the option is being exercised.

           An option may be exercised only by written notice to the Corporation,
mailed to the attention of its Secretary, signed by the Optionee (or such other
person or persons as shall demonstrate to the Corporation his or their right to
exercise the option), specifying the number of shares in respect of which it is
being exercised, and accompanied by payment of the option price for such shares.
The certificate or certificates for the shares as to which the option is
exercised shall be registered in the name of the person or persons so exercising
the option and shall be delivered to or upon the order of such person or
persons, as soon as practicable after such written notice is received by the
Corporation. An Optionee shall not have any rights of a shareholder in respect
to the shares of stock subject to an option until such shares are purchased upon
exercise of such option.

           If an Optionee's employment with the Corporation or a Subsidiary
terminates for any reason other than Retirement at the Normal Retirement Age or
death of the Optionee, he may, but only within the 30-day period immediately
following such termination of employment and in no event later than the
expiration date specified in the option Agreement, exercise his option to the
extent that he was entitled to exercise at the date of such termination. Normal
Retirement Age shall be the "Normal Retirement Age" specified in the ANB
Corporation Employees Pension Plan as amended from time to time. The transfer of
an employee to the employ of the Corporation or to the employ of a Subsidiary,
shall not be deemed a termination of employment for purposes of the Plan.

           If an Optionee's employment with the Corporation or any Subsidiary
terminates due to Retirement at the Normal Retirement Age, he may, but only
within the twelve-month period immediately following such Retirement and in no
event later than the expiration date specified in the Stock Option Agreement,
exercise his option to the extent that he was entitled to exercise it at the
date of such termination.

           If an Optionee dies (whether prior to or after termination of
employment) while he is entitled to exercise an option, it may, to the extent
that the Optionee was entitled to exercise on the date of his death, be
exercised during the twelve-month period immediately following the Optionee's
death by the person or persons to whom his rights to it shall pass by his will
or by the applicable laws of descent and

                                        3


distribution; provided, however, that no such option may be exercised later than
the expiration date specified in the option Agreement.

           Nothing contained in the Plan nor in any Option Agreement executed
pursuant to the Plan shall confer upon the Optionee any right to continued
employment by the Corporation or a Subsidiary or limit in any way the right of
the Corporation or a Subsidiary to terminate his employment, with or without
cause, at any time.

           (d) Nontransferability of Option. An option may not be transferred by
the Optionee otherwise than by will or the laws of descent and distribution, and
during the lifetime of the Optionee shall be exercisable only by him.

           (e) Investment Representations. Unless the shares subject to an
option are registered under the applicable federal and state securities laws,
each Optionee by accepting an option shall be deemed to agree for himself and
his legal representatives that any option granted to him and any and all shares
of Common Stock purchased upon the exercise of the option shall be acquired for
investment and not with a view to. or for the sale in connection with, any
distribution thereof, and each notice of the exercise of any portion of an
option shall be accompanied by a representation in writing, signed by the
Optionee or his legal representatives, as the case may be, that the shares of
Common Stock are being acquired in good faith for investment and not with a view
to, or for sale in connection with, any distribution thereof (except in case of
the Optionee's legal representatives for distribution, but not for sale, to his
legal heirs, legatees and other testamentary beneficiaries). Any shares issued
pursuant to an exercise of an option may bear a legend evidencing such
representations and restrictions.

6. Adjustment of Shares. In the event of any change after the effective date of
the Plan in the outstanding stock of the Corporation by reason of any
reorganization, recapitalization, stock liquidation, or any other change after
the effective date of the Plan in the nature of the shares of stock of the
Corporation, the Committee shall determine what changes, if any, are appropriate
in the number and kind of shares reserved under the Plan, and in the option
price under and the number and kind of shares covered by outstanding options
granted under the Plan. Any determination of the Committee hereunder shall be
conclusive.

7. Amendment. The Board of Directors of the Corporation may amend the Plan from
time to time and, with the consent of the Optionee, the terms and provisions of
his option.

No amendment of the Plan, however, may, without the consent of the Optionees,
make any changes in any outstanding options theretofore granted under the Plan
which would adversely affect the rights of such Optionees.

8. Termination. The Board of Directors of the Corporation may terminate the Plan
at any time and no option shall be granted thereafter. Such termination,
however, shall not affect the validity of any option theretofore granted under
the Plan. In any event, no option may be granted under the Plan after the date
which is ten years from the date the Corporation's Board of Directors adopts the
Plan.

9. Successors. This Plan shall be binding upon the successors and assigns of the
Corporation.


                                        4


10. Governing Law. The terms of any options granted hereunder and the rights and
obligations hereunder of the Corporation, the Optionees and their successors in
interest shall, except to the extent governed by federal law, be governed by
Indiana law.

11. Government and Other Regulations. The obligations of the Corporation to
issue or transfer and deliver shares under options granted under the Plan shall
be subject to compliance with all applicable laws, governmental rules and
regulations, and administrative action.

12. Effective Date and Term of the Plan. The Plan shall become effective only
upon approval by the Board of Directors and the Shareholders of the Corporation,
and no options shall be granted under the Plan after December 31, 1999.

This Plan approved by shareholders at the annual meeting held March 21, 1990.

                                        5


                               FIRST AMENDMENT TO
                        ANB CORPORATION STOCK OPTION PLAN

     WHEREAS, the Board of Directors ("Board") and shareholders of ANB
Corporation (the "Corporation") have approved and adopted the ANB Corporation
Stock Option Plan (the "Plan") pursuant to which stock options are granted to
key employees of the Corporation and its subsidiaries; and

     WHEREAS, pursuant to Section 7 of the Plan, the Board reserved the right to
amend the Plan; and

     WHEREAS, the Board has determined to amend the Plan in certain respects;

     NOW, THEREFORE, the Plan be and it hereby is amended, effective with
respect to options which are or become exercisable under the Plan on and after
April 1, 1995, by adding a new Section 13 to the Plan to read as follows:

          "13. Income and Employment Tax Withholding. With respect to Common
               Stock to be issued pursuant to the exercise of an option, the
               Committee may, in its discretion and subject to such rules as it
               may adopt, permit the Optionee to elect to satisfy, in whole or
               in part, any withholding tax obligation which may arise in
               connection with the exercise of the option by having the
               Corporation retain shares of Common Stock which would otherwise
               be issued in connection with the exercise of the option or accept
               delivery from the Optionee of shares of Common Stock having a
               fair market value equal to the amount of the withholding tax to
               be satisfied by such retention or delivery."

The Plan shall remain the same in all other respects.

     IN WITNESS WHEREOF, the Corporation, by its officers thereunder duly
authorized, have executed and delivered this First Amendment to ANB Corporation
Stock Option Plan this 19th day of April, 1995, but effective as of the date
specified above.                            ANB CORPORATION

                                            By: /s/JAMES R. SCHRECONGOST
                                               --------------------------------
                                               James R. Schrecongost, President

ATTEST:    [SEAL]

By: /s/ J. PAUL BOLTZ
   ------------------
      Secretary

                                        6

EX-4.3

                                                                     EXHIBIT 4.3








                     ANB CORPORATION 1995 STOCK OPTION PLAN










                     ANB CORPORATION 1995 STOCK OPTION PLAN

1. Purpose. The purpose of the ANB Corporation 1995 Stock Option Plan (the
"Plan") is to provide to certain key employees of ANB Corporation (the
"Corporation") and its majority-owned and wholly-owned Subsidiaries
(individually a "Subsidiary" and collectively the "Subsidiaries"), who are
materially responsible for the management or operation of the business of the
Corporation or a Subsidiary, an opportunity to acquire common voting stock of
the Corporation ("Common Stock"), thereby encouraging key employees' ownership
in the Corporation, providing a long-term incentive for key employees to enhance
shareholder value and encouraging key employees to make a career commitment to
the Corporation. The Plan provides for the granting of (i) incentive stock
options ("ISOs") and (ii) nonqualified stock options ("NSO's").

2. Administration of the Plan. The Plan shall be administered, construed and
interpreted by the Compensation Committee of the Board of Directors (the
"Committee"), (consisting of at least three (3) members of the Board of
Directors) who shall be designated from time to time by the Board of Directors
of the Corporation. If a member of the Committee, for any reason, shall cease to
serve, the vacancy may be filled by the Board of Directors. Any member of the
Committee may be removed, at any time, with or without cause, by the Board of
Directors. No member of the Committee shall be eligible, at any time when he is
such a member or within one (1) year prior to his appointment to the Committee,
to be granted an option under the Plan. The decision of a majority of the
members of the Committee shall constitute the decision of the Committee, and the
Committee may act either at a meeting at which a majority of the members of the
Committee is present or by a written consent signed by all members of the
Committee. The Committee shall have the sole, final and conclusive authority to
determine, consistent with and subject to the provisions of the Plan, the
following:

          (a)  The individuals (the "Optionees") to whom ISOs and NSO'S or
               successive options shall be granted under the Plan;

          (b)  The options which shall constitute ISOs and NSOs;

          (c)  The time or times when options shall be granted hereunder;

          (d)  The number of shares of stock of the Corporation to be covered
               under each option;

          (e)  The option price to be paid upon the exercise of each option;

          (f)  The period within which each option may be exercised; and

          (g)  The terms and conditions of the respective option agreements by
               which options granted shall be evidenced.

Each option granted under the Plan shall be evidenced by a written stock option
agreement which contains terms and conditions established by the Committee
consistent with the provisions of the Plan, including such terms as the
Committee shall deem advisable in order that each ISO shall constitute an
"incentive stock option" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended ("Code").


                                        1


The Committee shall also have authority to prescribe, amend or rescind rules and
regulations relating to the Plan, and to make all other determinations and
interpretations necessary or advisable in the administration of the Plan. The
Committee's determinations and interpretations shall be final and conclusive.

3. Eligibility. Options may be granted only to officers (including officers who
are members of the Board of Directors) and other key employees of the
Corporation or of a Subsidiary who, in the opinion of the Committee, are from
time to time materially responsible for the management or operation of the
business of the Corporation or of a Subsidiary. Subject to the provisions of
Section 4, an individual who has been granted an option under the Plan, if he is
otherwise eligible, may be granted an additional option or options if the
Committee shall so determine.

4. Stock Subject to the Plan. There shall be reserved for issuance upon the
exercise of options granted under the Plan, One Hundred Fifty Thousand (150,000)
shares of Common Stock, without par value, of the Corporation, which may be
authorized but unissued shares or treasury shares of the Corporation. Subject to
the provisions Section 11, the shares for which options may be granted under the
Plan shall not exceed that number. If any option shall expire or terminate for
any reason without having been exercised in full, the unpurchased shares subject
thereto shall (unless the Plan shall have terminated) become available for the
grant of other options under the Plan.

5. Terms of Option. The stock option agreement between the Corporation and the
officer or key employee to whom the grant is made ("Optionee") shall be subject
to the following terms and conditions and to such other terms and conditions not
inconsistent therewith as the Committee shall deem appropriate in each case:

          (a)  Option Price. The price to be paid for each share of Common Stock
               upon the exercise of each option shall not be less than the Fair
               Market Value of such stock determined on the date the option is
               granted. For all purposes of the Plan, the term "Fair Market
               Value" shall be the mean between the reported closing bid and
               asked prices for the shares of Common Stock as quoted by the
               North American Securities Dealers Automated Quotation System
               ("NASDAQ"). If the Common Stock is not quoted by NASDAQ, its Fair
               Market Value shall be determined by the Committee based upon the
               quotations of the entities which make a market in the
               Corporation's Common Stock and such other factors as the
               Committee shall deem appropriate. Provided, however, as to each
               Optionee who, at the time an ISO is granted, owns, within the
               meaning of Section 425(d) of the Code, more than ten percent
               (10%) of the total combined voting power of all classes of stock
               of the Corporation or any Subsidiary ("Shareholder-Employee"),
               the purchase price per share of Common Stock shall be not less
               than one hundred ten percent (110%) of the Fair Market Value of
               the stock on the date on which the option is granted.

          (b)  Period for Exercise of Option. An option shall not be exercisable
               after the expiration of such period as shall be fixed by the
               Committee at the time such option is granted, but such period in
               no event shall exceed ten (10) years from the date on which such
               option is granted. Provided, however, the option period with
               respect to any ISO granted to a Shareholder-Employee, as defined
               in Section 5(a), shall not exceed five (5) years.


                                        2


          (c)  Exercise of Options. Except as otherwise provided herein, each
               Optionee must remain in the employ of the Corporation or of a
               Subsidiary for one (1) year from the date the option is granted
               before he/she can exercise any part thereof. However, an
               Optionee's right to exercise an option shall not be lost because
               he/she is subsequently transferred to the employ of a Subsidiary
               or the Corporation. After such one (1) year period, options will
               be exercisable as provided herein. Each option will be divided
               into four (4) installments with each installment to be
               approximately equal in size. The first installment shall not be
               exercisable until after one (1) year from the date the option is
               granted, and each succeeding installment shall not be exercisable
               until one (1) year from the date that the prior installment
               became exercisable. When the right to exercise any installment
               accrues, the shares of Common Stock included in that installment
               may be purchased at that time or from time to time thereafter
               during the term of the option. Provided, however, an option,
               unless it has earlier expired and subject to the provisions
               hereof and to any provisions in the option agreement, may be
               exercised (1) immediately upon or at any time after the
               attainment by the Optionee of Normal Retirement Age or (2) upon
               the occurrence of such special circumstance or event or at such
               earlier times as the Committee may determine, either at or
               subsequent to the time of grant. For purposes of the Plan, Normal
               Retirement Age shall be age sixty-five (65).

               (i)  Notwithstanding the Provisions for the exercise of an option
                    in installments set forth above, an option (as to all shares
                    of Common Stock remaining subject to the option) shall be
                    exercisable early at any time during the thirty (30) day
                    period immediately following the day on which a Change in
                    Control of the Corporation occurs.

               (ii) The option price of each share of Common Stock purchased
                    upon the exercise of an option shall be paid in full in cash
                    at the time of such exercise. Provided, however, an Optionee
                    may, with the approval of the Committee, exercise his/her
                    option in whole or in part by tendering to the Corporation
                    whole shares of Common Stock without par value, owned by
                    him/her or any combination of whole shares of Common Stock
                    and cash, which have a Fair Market Value equal to the cash
                    exercise price of the shares with respect to which the
                    option is being exercised.

               (iii) An option may be exercised only by written notice to the
                    Corporation, mailed to the attention of its Treasurer,
                    signed by the Optionee (or such other person or persons as
                    shall demonstrate to the Corporation his/her or their right
                    to exercise the option), specifying the number of shares
                    with respect to which it is being exercised and accompanied
                    by payment of the option price for such shares. Subject to
                    the provisions of Sections 7 and 8, the certificate or
                    certificates for the shares as to which the option is
                    exercised shall be registered in the name of the person or
                    persons who exercised the option and shall be delivered to
                    or upon the order of such person or persons, as soon as
                    practicable after such written notice is received by the
                    Corporation. An Optionee shall not have any rights of a
                    shareholder in respect to the shares of stock subject to an
                    option until such shares are actually issued.


                                        3


               (iv) If an Optionee's employment with the Corporation or a
                    Subsidiary terminates for any reason other than cause as
                    defined in Section 5(c)(vii), retirement on or after the
                    Optionee attains Normal Retirement Age while still employed
                    or due to the death of the Optionee, he/she may, but only
                    within the thirty (30) day period immediately following such
                    termination of employment and in no event later than the
                    expiration date specified in the option agreement, exercise
                    his/her option to the extent that he/she was otherwise
                    entitled to exercise the option at the date of such
                    termination of employment. For purposes of the Plan, Normal
                    Retirement Age shall be age sixty-five (65). The transfer of
                    an employee to the employ of the Corporation or to the
                    employ of a Subsidiary shall not be deemed a termination of
                    employment for purposes of the Plan.

               (v)  If an Optionee's employment with the Corporation or any
                    Subsidiary terminates due to retirement on or after the
                    Optionee attains Normal Retirement Age, he/she may, but only
                    within the twelve (12) month period immediately following
                    retirement and in no event later than the expiration date
                    specified in the stock option agreement, exercise his/her
                    option to the extent that he/she was entitled to exercise it
                    at the date of such termination. Provided, however, no such
                    option may be exercised later than the expiration date
                    specified in the option agreement. Notwithstanding the
                    foregoing, in the case of an ISO, such option shall be
                    exercisable as an ISO only during the three (3) month period
                    immediately following the Optionee's retirement and in no
                    event later than the date specified in the stock option
                    agreement. During the remainder of such twelve (12) month
                    period, the option may be exercised as an NSO.

               (vi) If an Optionee dies (whether prior to or after termination
                    of employment) while he/she is entitled to exercise an
                    option, such option may, to the extent that the Optionee was
                    entitled to exercise on the date of his/her death, be
                    exercised during the twelve (12) month period immediately
                    following the Optionee's death, by the person or persons to
                    whom his/her rights to such option shall pass by his/her
                    will or by the applicable laws of descent and distribution.
                    Provided, however, no such option may be exercised later
                    than the expiration date specified in the option agreement.
                    Notwithstanding the foregoing, in the case of an ISO, such
                    option shall be exercisable as an ISO only during the three
                    (3) month period immediately following the Optionee's death
                    and in no event later than the date specified in the stock
                    option agreement. During the remainder of such twelve (12)
                    month period, the option may be exercised as an NSO.

               (vii) If an optionee's employment is terminated for cause, no
                    previously unexercised option granted hereunder may be
                    exercised. Rather, all unexercised options shall terminate
                    effective on the date the Optionee receives notice of
                    his/her termination for cause. As used in this Plan, "for
                    cause" shall be defined as follows: (A) the willful and
                    continued failure of an Optionee to perform his/her required
                    duties as an officer or key employee of the Corporation or
                    any Subsidiary, (B) action by an Optionee involving willful
                    misfeasance or gross negligence, (C) the requirement or
                    direction of a federal or state regulatory agency having
                    jurisdiction over the Corporation or any Subsidiary to
                    terminate

                                        4


                    the employment of an Optionee, (D) conviction of an Optionee
                    of the commission of any criminal offense involving
                    dishonesty or breach of trust, or (E) any intentional breach
                    by an optionee of a material term, condition or covenant of
                    any agreement of employment, termination or severance or any
                    other agreement between the Optionee and the Corporation or
                    any Subsidiary.

               (viii) No option may be exercised in whole or in part until the
                    plan has been approved by the Board and the shareholders of
                    the Corporation.

               (ix) Nothing contained in the Plan nor in any option agreement
                    executed pursuant to the Plan shall confer upon the Optionee
                    any right to continued employment by the Corporation or a
                    Subsidiary or limit in any way the right of the Corporation
                    or a Subsidiary to terminate his/her employment, with or
                    without cause, at any time.

6. Nontransferability of Option. An option may not be transferred by an Optionee
other than by will or the laws of descent and distribution, and during the
lifetime of the Optionee shall be exercisable (to the extent exercisable) only
by him/her. No option or any rights or privileges pertaining thereto shall be
transferred, assigned, pledged or hypothecated by him/her in any way, whether by
operation of law or otherwise and shall not be subject to execution, attachment,
or similar process.

7. Investment Representations. Unless the shares subject to an option are
registered under the applicable federal and state securities laws, each
Optionee, by accepting an option, shall be deemed to agree for himself/herself
and his/her legal representatives that any option granted to him/her and any and
all shares of Common Stock purchased upon the exercise of the option shall be
acquired for investment and not with a view to, or for the sale in connection
with, any distribution thereof, and each notice of the exercise of any portion
of an option shall be accompanied by a representation in writing, signed by the
Optionee or his legal representatives, as the case may be, that the shares of
Common Stock are being acquired in good faith for investment and not with a view
to, or for sale in connection with, any distribution thereof (except in case of
the Optionee's legal representatives for distribution, but not for sale, to
his/her legal heirs, legatees and other testamentary beneficiaries). Any shares
issued pursuant to an exercise of an option shall bear a legend evidencing such
representations and restrictions.

8. Issuance of Shares and Compliance with Securities Act. The Corporation may
postpone the issuance and delivery of shares of Common Stock upon the exercise
of any option hereunder until (a) the admission of such shares to listing on any
stock exchange on which shares of the Corporation of the same class are then
listed and (b) the completion of such registration or other qualification of
such shares under any state or federal law, rule or regulation as the
Corporation shall determine to be necessary or advisable. Any person exercising
an option hereunder shall make such representation and furnish such information
as may, in the opinion of counsel for the Corporation, be appropriate to permit
the Corporation, in lieu of the then existence or non-existence of an effective
registration statement with respect to such shares under the Securities Act of
1933, as amended, to issue the shares in compliance with the provision of that
or any comparable act.


                                        5


9. Income and Employment Tax Withholding.

     (a)  With respect to Common Stock to be issued pursuant to the exercise of
          an NSO, the Committee, may, in its discretion and subject to such
          rules as it may adopt, permit the Optionee to elect to satisfy, in
          whole or in part, any withholding tax obligation which may arise in
          connection with the exercise of the NSO by having the Corporation
          retain shares of Common Stock which would otherwise be issued in
          connection with the exercise of the NSO or accept delivery from the
          Optionee of shares of Common Stock having a Fair Market Value equal to
          the amount of the withholding tax to be satisfied by such retention or
          delivery.

     (b)  With respect to shares of Common Stock to be issued pursuant to the
          exercise of any ISO, the Committee may, in its discretion and subject
          to such rules as it may adopt, permit the Optionee to elect to
          satisfy, in whole or in part, any withholding tax obligation which may
          arise in connection with the disqualifying disposition of such shares
          under Section 422(a)(1) of the Code by having the Corporation accept
          delivery from the Optionee of shares of Common Stock having a Fair
          Market Value equal to the amount of the withholding tax to be
          satisfied by such delivery.

10. Dollar Limitation on Exercisability of ISO's. The aggregate Fair Market
Value (determined at the time of grant of ISOs) of the stock with respect to
which ISOs are exercisable for the first time by an eligible employee during any
calendar year (under all Plans which provide for the grant of ISOs of the
Corporation or any Subsidiary) shall not exceed One Hundred Thousand Dollars
($100,000).

11. Changes in Stock.

     (a)  Adjustment of Shares. In the event of any change in the Common Stock
          of the Corporation through stock splits, stock dividends, split-ups,
          recapitalizations, reclassifications, conversions, or otherwise, or in
          the event that other stock shall be converted into or substituted for
          the present Common Stock as the result of any merger, consolidation,
          reorganization, or similar transaction which results in a Change in
          Control of the Corporation, then the Committee shall make appropriate
          adjustment or substitution in the aggregate number, price and kind of
          shares available under the Plan and in the number, price and kind of
          shares covered under any options granted or to be granted under the
          Plan. Specifically, the number of shares subject to options granted
          and to be granted and the purchase price per share upon the exercise
          of the option shall be correspondingly adjusted, so that, by virtue of
          such change in the Common Stock of the Corporation, each Optionee
          shall have the right to purchase (i) that number of shares of common
          stock hereunder which have a Fair Market Value, as of the date of such
          change in the Common Stock, equal to the Fair Market Value of the
          shares of Common Stock of the Corporation theretofore subject to
          his/her option, and (ii) for a purchase price per share which, when
          multiplied by the number of shares of common stock after such change
          in the Common Stock of the Corporation which were subject to the
          option, shall equal the aggregate exercise price at which the Optionee
          could have acquired all of the shares of Common Stock theretofore
          optioned to the Optionee. The Committee's determination in this
          respect shall be final and conclusive. Provided, however, that the
          Corporation shall not, and shall not permit its Subsidiaries to,
          recommend, facilitate, or

                                        6


          agree or consent to a transaction or series of transactions which
          would result in a Change of Control of the Corporation unless and
          until the person or persons or entity or entities acquiring or
          succeeding to the assets or capital stock of the Corporation or any of
          its Subsidiaries as a result of such transaction or transactions
          agrees to be bound by the terms of the Plan insofar as it pertains to
          options theretofore granted but unexercised and agrees to assume and
          perform the obligations of the Corporation hereunder. Notwithstanding
          the foregoing provisions of this subsection (a), no adjustment shall
          be made which would operate to reduce the option price of any ISO
          below the Fair Market Value of the stock (determined at the time the
          option was granted) which is subject to an ISO.

     (b)  Conversion of Shares. In the event of a Change in Control of the
          Corporation pursuant to which another person or entity acquires
          control of the Corporation (such other person or entity being the
          "successor"), the kind of shares of Common Stock which shall be
          subject to the Plan and to each outstanding option, shall,
          automatically by virtue of such Change in Control of the Corporation,
          be converted into and replaced by shares of common stock, or such
          other class of securities having rights and preferences no less
          favorable than common stock of the successor, and the number of shares
          subject to the option and the purchase price per share upon exercise
          of the option shall be correspondingly adjusted, so that, by virtue of
          such Change in Control of the Corporation, each Optionee shall have
          the right to purchase (i) that number of shares of common stock of the
          successor which have a Fair Market Value equal, as of the date of such
          Change in Control of the Corporation, to the Fair Market Value, as of
          the date of such Change in Control, of the shares of Common Stock of
          the Corporation theretofore subject to his/her option, and (ii) for a
          purchase price per share which, when multiplied by the number of
          shares of common stock of the successor subject to the option, shall
          equal the aggregate exercise price at which the Optionee could have
          acquired all of the shares of Common Stock theretofore optioned to the
          Optionee. Notwithstanding the foregoing provisions of this subsection
          (b), no adjustment shall be made which would operate to reduce the
          option price of any ISO below the Fair Market Value of the stock
          (determined at the time the option was granted) which is subject to an
          ISO.

12. Amendment.

     (a)  Authority to Amend. The Board of Directors (except as otherwise
          required by applicable law, rule or regulations, including without any
          limitation any shareholder approval of the safe harbor rule
          promulgated under the Securities Exchange Act of 1933) may at any time
          without the approval of the shareholders of the Corporation, amend,
          suspend or discontinue the Plan at any time and, with the consent of
          the Optionee, the terms and provisions of his option.

     (b)  Limitations on Amendments. Notwithstanding the provisions of
          subsection (a), the Board of Directors may not, without the approval
          of the shareholders of the Corporation, make any alteration which
          would: (i) increase the aggregate number of shares subject to options
          under the Plan, except as provided in Section 11; (ii) decrease the
          minimum option price, except as provided in Section 11; (iii) permit
          any member of the Committee to become eligible to receive the grant of
          an option under the Plan; (iv) withdraw

                                        7


          administration of the Plan from the Committee or the Board of
          Directors; (v) extend the term of the Plan or the maximum period
          during which any option may be exercised; (vi) change the manner of
          determining the option price; (vii) change the class of individuals
          eligible to receive the grant of an option under the Plan; or (viii)
          without the consent of the holder of an option, alter or impair any
          option previously granted under the Plan. No amendment to the Plan,
          may, without the consent of the Optionees, make any changes in any
          outstanding options theretofore granted under the Plan which would
          adversely affect the rights of such Optionees.

13. Termination. The Board of Directors may terminate the Plan at any time and
no options shall be granted thereafter. Such termination, however, shall not
affect the validity of any option theretofore granted under the Plan. In any
event, subject to the five (5) year option period requirements contained in
Section 5(b), no option may be granted under the Plan after the date which is
ten (10) years from the date the Board of Directors adopts the Plan.

14. Successors. This Plan shall be binding upon the successors and assigns of
the Corporation.

15. Governing Law. The terms of any options granted hereunder and the rights and
obligations hereunder of the Corporation, the Optionees and their successors in
interest shall, except to the extent governed by federal law, be governed by
Indiana law.

16. Government and Other Regulations. The obligations of the Corporation to
issue or transfer and deliver shares under options granted under the Plan shall
be subject to compliance with all applicable laws, governmental rules and
regulations, and administrative action.

17. Limitation of Liability. No member of the Board of Directors or any
Subsidiary and no officers or employees of the Corporation shall be personally
liable for any action, omission, or determination made in good faith in
connection with the Plan.

18. No Guarantee of Employment. Nothing contained in the Plan or in any stock
option agreement executed pursuant to the Plan shall confer upon the Optionee
any right to continued employment by the Corporation or a Subsidiary or limit in
any way the right of the Corporation or Subsidiary to terminate his/her
employment, with or without cause, at any time.

19. Definitions.

     (a)  The term "Board" or "Board of Directors" used herein shall mean the
          Board of Directors of the Corporation, unless the context clearly
          requires otherwise, and to the extent that any powers and discretion
          vested in the Board of Directors are delegated to any Committee of the
          Board, the term "Board" or "Board of Directors" shall also mean such
          Committee.

     (b)  The term "Subsidiary" or "Subsidiaries" used herein shall mean any
          banking institution or other corporation more than fifty percent (50%)
          of whose total combined voting stock of all classes is held by the
          Corporation or by another corporation qualifying as a Subsidiary
          within this definition.


                                        8


     (c)  The term "Change in Control of the Corporation" used herein shall mean
          (i) any merger, consolidation or similar transaction which involves
          the Corporation or any Subsidiary and in which persons who are the
          shareholders of the Corporation immediately prior to such transaction
          own, immediately after such transaction, shares of the surviving or
          combined entity which possess voting rights equal to or less than
          fifty percent (50%) of the voting rights of all shareholders of such
          entity, determined on a fully diluted basis; (ii) any sale, lease,
          exchange, transfer or other disposition of all or any substantial part
          of the consolidated assets of the Corporation; (iii) any tender,
          exchange, sale or other disposition (other than dispositions of the
          stock of the Corporation or any Subsidiary in connection with
          bankruptcy, insolvency, foreclosure, receivership or other similar
          transactions) or purchases (other than purchases by the Corporation or
          any corporation- sponsored employee benefit plan, or purchases by
          members of the Board of Directors or any Subsidiary) of shares which
          represent more than twenty-five percent (25%) of the voting power of
          the Corporation or any Subsidiary; (iv) during any period of two (2)
          consecutive years during the term of the Plan specified in Section 20,
          individuals who at the date of the adoption of the Plan constitute the
          Board of Directors cease for any reason to constitute at least a
          majority thereof, unless the election of each director at the
          beginning of such period has been approved by directors representing
          at least a majority of the directors then in office who were directors
          on the date of the adoption of the Plan; (v) a majority of the Board
          of Directors recommends the acceptance of or accept any agreement ,
          contract, offer or other arrangement providing for, or any series of
          transactions resulting in, any of the transactions described above.

20. Effective Date and Term of the Plan. The Plan shall become effective only
upon approval by the Board of Directors and shareholders of the Corporation, and
no options shall be granted under the Plan after December 31, 2004.

                                            ANB CORPORATION


                                            By: /s/ JAMES R. SCHRECONGOST
                                               --------------------------------
                                               James R. Schrecongost, President

ATTEST: [SEAL]


By: /s/ JAMES W. CONVY
   -------------------
      Secretary


APPROVED BY THE SHAREHOLDERS OF THE CORPORATION ON April 19, 1995.


                                        9

EX-4.4

                                                                     EXHIBIT 4.4







                ANB CORPORATION 1996 DIRECTORS' STOCK OPTION PLAN














                ANB CORPORATION 1996 DIRECTORS' STOCK OPTION PLAN


     1. Purpose. The purpose of the ANB Corporation 1996 Directors' Stock Option
Plan (the "Plan") is to provide to non-employee members of the Board of
Directors of ANB Corporation (the "Corporation"), an opportunity to acquire
common voting stock of the Corporation ("Common Stock"), thereby encouraging
such non-employee directors' ownership in the Corporation and providing a
long-term incentive for non-employee directors to enhance shareholder value. The
Plan provides for the granting of solely nonqualified stock options ("NSOs").

     2. Administration of the Plan. The Plan shall be administered, construed
and interpreted by a committee comprised of at least two (2) non-eligible
members of the Board of Directors (the "Committee"), who shall be designated
from time to time by the Board of Directors of the Corporation. If a member of
the Committee, for any reason, shall cease to serve, the vacancy shall be filled
by the Board of Directors. Any member of the Committee may be removed, at any
time, with or without cause, by the Board of Directors. No member of the
Committee shall be eligible, at any time when he/she is such a member or within
one (1) year prior to his/her appointment to the Committee, to be granted an
option under the Plan. The decision of a majority of the members of the
Committee shall constitute the decision of the Committee, and the Committee may
act either at a meeting at which a majority of the members of the Committee is
present or by a written consent signed by all members of the Committee.

     (a)  Rule 16b-3 Compliance. Notwithstanding any Plan provision to the
          contrary, the Plan is intended to meet the requirements of Rule
          16b-3(c)(2)(ii) adopted under the Securities Exchange Act of 1934, as
          amended (or its successor) ("Act"), and accordingly is intended to be
          self-governing. To this end, the Plan requires no discretionary action
          by any administrative body with regard to any transaction hereunder.
          To the extent, if any, that any questions of interpretation arise,
          such questions shall be resolved by the Committee. Transactions under
          the Plan are intended to comply with all applicable conditions of Rule
          16b-3 under the Securities Exchange Act of 1934 (or its successors).
          To the extent any provision of this Plan or any action by the
          Committee or the Board fails to so comply, it shall be deemed null and
          void to the extent permitted by law and deemed advisable by the
          Committee.

     (b)  Stock Options Agreements. Each option granted under the Plan shall be
          evidenced by a written stock option agreement which contains terms and
          conditions established by the Committee consistent with the provisions
          of the Plan. The Committee also shall have authority to prescribe,
          amend or rescind rules and regulations relating to the Plan, and to
          make all other determinations and interpretations necessary or
          advisable in connection with the administration of the Plan. The
          Committee's determinations and interpretations shall be final and
          conclusive.

     3. Eligibility. Options may be granted hereunder only to non-employee
members of the Board of Directors.

     4. Stock Subject to the Plan. There shall be reserved for issuance upon the
exercise of options granted under the Plan Ninety-six thousand (96,000) shares
of Common Stock, without par value, which may be authorized but unissued shares
of the Corporation. Subject to the provisions of Section 9,

                                        1


the shares for which options may be granted under the Plan shall not exceed that
number. If any option shall expire or terminate for any reason without having
been exercised in full, the unpurchased shares subject thereto shall (unless the
Plan shall have terminated) become available for the grant of other options
under the Plan.

     The Committee annually shall grant to each non-employee director
("Optionee") who is a director on the date of grant an option to acquire four
thousand (4,000) shares of Common Stock ("Election Options"). Election Options
shall be granted on the first (1st) day of the month following the month in
which the Annual Meeting of Shareholders is held. The Committee shall not have
any authority to exercise discretion with respect to an Optionee's eligibility
for Election Options or with respect to the number of Election Options granted.
The first Election Options shall be granted on May 1, 1996.

     5. Terms of Option. The stock option agreement between the Corporation and
the Optionee shall be subject to the following terms and conditions:

     (a)  Option Price. The price to be paid for each share of Common Stock upon
          the exercise of each option shall not be less than the Fair Market
          Value of such stock determined on the date the option is granted. For
          all purposes of the Plan, the term "Fair Market Value" shall be the
          mean between the reported closing bid and asked prices for the shares
          of Common Stock as quoted by the National Association of Securities
          Dealers Automated Quotation System ("NASDAQ"). If the Common Stock is
          not quoted by NASDAQ, its Fair Market Value shall be determined by the
          Committee based upon the quotations of the entities which make a
          market in the Corporation's Common Stock and such other factors as the
          Committee shall deem appropriate.

     (b)  Period for Exercise of Option. All options granted under the Plan
          shall not be exercisable after the expiration of ten (10) years from
          the date on which such option is granted.

     (c)  Exercise of Options. Except as otherwise provided herein, each
          Optionee must serve as a director of the Corporation for one (1) year
          from the date the option is granted before he/she can exercise any
          part thereof. After such one (1) year period, options will be
          exercisable as provided herein. Each option will be divided into four
          (4) installments with each installment to be approximately equal in
          size. The first installment shall not be exercisable until after one
          (1) year from the date the option is granted, and each succeeding
          installment shall not be exercisable until one (1) year from the date
          that the prior installment became exercisable. When the right to
          exercise any installment accrues, the shares of Common Stock included
          in that installment may be purchased at that time or from time to time
          thereafter during the term of the option. Provided, however, an
          option, unless it has earlier expired and subject to the provisions
          hereof and to any provisions in the Option Agreement, may be exercised
          (1) immediately upon or at any time after the Optionee attains age
          seventy (70) or (2) at any time during the thirty (30) day period
          immediately following the day on which a Change in Control of the
          Corporation occurs.

          (i)  The option price of each share of Common Stock purchased upon the
               exercise of an option shall be paid in full in cash at the time
               of such exercise. Provided,

                                        2


               however, an Optionee may, with the approval of the Committee,
               exercise his/her option in whole or in part by tendering to the
               Corporation whole shares of Common Stock without par value, owned
               by him/her or any combination of whole shares of Common Stock and
               cash, which have a Fair Market Value equal to the cash exercise
               price of the shares with respect to which the option is being
               exercised.

          (ii) An option may be exercised only by written notice to the
               Corporation, mailed to the attention of its Treasurer, signed by
               the Optionee (or such other person or persons as shall
               demonstrate to the Corporation his/her or their right to exercise
               the option), specifying the number of shares with respect to
               which it is being exercised and accompanied by payment of the
               option price for such shares. Subject to the provisions of
               Sections 7 and 8, the certificate or certificates for the shares
               as to which the option is exercised shall be registered in the
               name of the person or persons who exercised the option and shall
               be delivered to or upon the order of such person or persons, as
               soon as practicable after such written notice is received by the
               Corporation. An Optionee shall not have any rights of a
               shareholder in respect to the shares of stock subject to an
               option until such shares are actually issued.

          (iii) If an Optionee ceases to serve as a director of the Corporation
               for any reason other than for cause, as defined in Section
               5(c)(vi) or after attaining age seventy (70) or on account of
               death, he/she may, but only within the thirty (30) day period
               immediately following such termination of director status and in
               no event later than the expiration date specified in the option
               agreement, exercise his/her option to the extent that he/she was
               otherwise entitled to exercise the option at the date of such
               termination of director status.

          (iv) If an Optionee ceases to serve as a director of the Corporation
               on or after the Optionee attains age seventy (70), he/she may,
               but only within the twelve (12) month period immediately
               following the effective date on which the Optionee ceases to
               serve as a director and in no event later than the expiration
               date specified in the stock option agreement, exercise his/her
               option to the extent that he/she was entitled to exercise it at
               the effective date of such termination of director status.

          (v)  If an Optionee dies (whether prior to or after ceasing to serve
               as a director) while he/she is entitled to exercise an option,
               such option, to the extent that the Optionee was entitled to
               exercise on the date of his/her death, may be exercised during
               the twelve (12) month period immediately following the Optionee's
               death, by the person or persons to whom his/her rights to such
               option shall pass by his/her will or by the applicable laws of
               descent and distribution. Provided, however, no such option may
               be exercised later than the expiration date specified in the
               option agreement.

          (vi) If an Optionee is removed from the Board of Directors of the
               Corporation for cause, no previously unexercised option granted
               hereunder may be exercised.

                                        3


               Rather, all unexercised options shall terminate effective on the
               date the Optionee receives notice of his/her removal for cause.
               As used in this Plan, "for cause" shall be defined as follows:
               (A) the willful and continued failure of an Optionee to perform
               his/her required duties as a director of the Corporation; (B)
               action by an Optionee as a director which involves willful
               misfeasance or gross negligence; (C) the requirement or direction
               of a federal or state regulatory agency having jurisdiction over
               the Corporation to terminate the directorship of an Optionee; (D)
               conviction of an Optionee of the commission of any criminal
               offense involving dishonesty or breach of trust; or (E) any
               intentional breach by an optionee of a material term, condition
               or covenant of any agreement between the Optionee and the
               Corporation.

          (vii) No option may be exercised in whole or in part until the plan
               has been approved by the Board and the shareholders of the
               Corporation.

          (viii) Nothing contained in the Plan or in any option agreement
               executed pursuant to the Plan shall confer upon the Optionee any
               right to continued service as a director of the Corporation or
               limit in any way the right of the shareholders of the Corporation
               and the members of the Board to remove him/her from the Board of
               Directors.

     6. Nontransferability of Option. An option may not be transferred by an
Optionee other than by will or the laws of descent and distribution, and during
the lifetime of the Optionee shall be exercisable (to the extent exercisable)
only by him/her. No option or any rights or privileges pertaining thereto shall
be transferred, assigned, pledged or hypothecated by him/her in any way, whether
by operation of law or otherwise and shall not be subject to execution,
attachment, or similar process.

     7. Investment Representations. Unless the shares subject to an option are
registered under the applicable federal and state securities laws, each
Optionee, by accepting an option, shall be deemed to agree for himself/herself
and his/her legal representatives that any option granted to him/her and any and
all shares of Common Stock purchased upon the exercise of the option shall be
acquired for investment and not with a view to, or for the sale in connection
with, any distribution thereof, and each notice of the exercise of any portion
of an option shall be accompanied by a representation in writing, signed by the
Optionee or his/her legal representatives, as the case may be, that the shares
of Common Stock are being acquired in good faith for investment and not with a
view to, or for sale in connection with, any distribution thereof (except in
case of the Optionee's legal representatives for distribution, but not for sale,
to his/her legal heirs, legatees and other testamentary beneficiaries). Any
shares issued pursuant to an exercise of an option shall bear a legend
evidencing such representations and restrictions.

     8. Issuance of Shares and Compliance with Securities Act. The Corporation
may postpone the issuance and delivery of shares of Common Stock upon the
exercise of any option hereunder until: (a) the admission of such shares to
listing on any stock exchange on which shares of the Corporation of the same
class are then listed and (b) the completion of such registration or other
qualification of such shares under any state or federal law, rule or regulation
as the Corporation shall determine to be necessary or advisable. Any person
exercising an option hereunder shall make such representation and furnish such
information as, in the opinion of counsel for the Corporation, may be
appropriate to permit the Corporation, in lieu of the existence or non-existence
of an effective

                                        4


registration statement with respect to such shares under the Securities Act of
1933, as amended, to issue the shares in compliance with the provision of that
or any comparable act.

     9. Changes in Stock.

     (a)  Adjustment of Shares. In the event of any change in the Common Stock
          of the Corporation through stock splits, stock dividends, split-ups,
          recapitalizations, reclassifications, conversions, or otherwise, or in
          the event that other stock shall be converted into or substituted for
          the present Common Stock as the result of any merger, consolidation,
          reorganization, or similar transaction which results in a Change in
          Control of the Corporation, then the Committee shall make appropriate
          adjustment or substitution in the aggregate number, price and kind of
          shares available under the Plan and in the number, price and kind of
          shares covered under any options granted or to be granted under the
          Plan. Specifically, the number of shares subject to options granted
          and to be granted and the purchase price per share upon the exercise
          of the option shall be correspondingly adjusted, so that, by virtue of
          such change in the Common Stock of the Corporation, each Optionee
          shall have the right to purchase: (i) that number of shares of common
          stock hereunder which have a Fair Market Value, as of the date of such
          change in the Common Stock, equal to the Fair Market Value of the
          shares of Common Stock of the Corporation theretofore subject to
          his/her option, and (ii) for a purchase price per share which, when
          multiplied by the number of shares of common stock after such change
          in the Common Stock of the Corporation which were subject to the
          option, shall equal the aggregate exercise price at which the Optionee
          could have acquired all of the shares of Common Stock theretofore
          optioned to the Optionee. The Committee's determination in this
          respect shall be final and conclusive. Provided, however, that the
          Corporation shall not, and shall not permit its Subsidiaries to,
          recommend, facilitate, or agree or consent to a transaction or series
          of transactions which would result in a Change of Control of the
          Corporation unless and until the person or persons or entity or
          entities acquiring or succeeding to the assets or capital stock of the
          Corporation or any of its Subsidiaries as a result of such transaction
          or transactions agrees to be bound by the terms of the Plan insofar as
          it pertains to options theretofore granted but unexercised and agrees
          to assume and perform the obligations of the Corporation hereunder.

     (b)  Conversion of Shares. In the event of a Change in Control of the
          Corporation pursuant to which another person or entity acquires
          control of the Corporation (such other person or entity being the
          "successor"), the kind of shares of Common Stock which shall be
          subject to the Plan and to each outstanding option shall,
          automatically by virtue of such Change in Control of the Corporation,
          be converted into and replaced by shares of common stock, or such
          other class of securities having rights and preferences no less
          favorable than common stock of the successor, and the number of shares
          subject to the option and the purchase price per share upon exercise
          of the option shall be correspondingly adjusted, so that, by virtue of
          such Change in Control of the Corporation, each Optionee shall have
          the right to purchase: (i) that number of shares of common stock of
          the successor which have a Fair Market Value equal, as of the date of
          such Change in Control of the Corporation, to the Fair Market Value,
          as of the date of such Change in Control, of the shares of Common
          Stock of the Corporation theretofore subject to his/her option, and
          (ii) for a purchase price per share which, when multiplied

                                        5


          by the number of shares of common stock of the successor subject to
          the option, shall equal the aggregate exercise price at which the
          Optionee could have acquired all of the shares of Common Stock
          theretofore optioned to the Optionee.

     10. Amendment.

     (a)  Authority to Amend. The Board of Directors (except as otherwise
          required by applicable law, rule or regulations, including without any
          limitation any shareholder approval of the safe harbor rule
          promulgated under the Securities Exchange Act of 1933) may at any time
          without the approval of the shareholders of the Corporation, amend,
          suspend or discontinue the Plan at any time and, with the consent of
          the Optionee, the terms and provisions of his option.

     (b)  Limitations on Amendments. Notwithstanding the provisions of
          subsection (a), the Board of Directors may not amend Section 4 more
          than once every six months, other than to comport with changes in the
          Internal Revenue Code, the Employee Retirement Income Security Act, or
          the rules thereunder, and without the approval of the shareholders of
          the Corporation, make any alteration which would: (i) increase the
          aggregate number of shares subject to options under the Plan, except
          as provided in Section 9; (ii) decrease the minimum option price,
          except as provided in Section 9; (iii) permit any member of the
          Committee to become eligible to receive the grant of an option under
          the Plan; (iv) withdraw administration of the Plan from the Committee
          or the Board of Directors; (v) extend the term of the Plan or the
          maximum period during which any option may be exercised; (vi) change
          the manner of determining the option price; (vii) change the class of
          individuals eligible to receive the grant of an option under the Plan;
          or (viii) without the consent of the holder of an option, alter or
          impair any option previously granted under the Plan. No amendment to
          the Plan may, without the consent of the Optionees, make any changes
          in any outstanding options theretofore granted under the Plan which
          would adversely affect the rights of such Optionees.

     11. Termination. The Board of Directors may terminate the Plan at any time
and no options shall be granted thereafter. Such termination, however, shall not
affect the validity of any option theretofore granted under the Plan. In any
event, no option may be granted under the Plan after the date which is ten (10)
years from the date the Board of Directors adopts the Plan.

     12. Successors. This Plan shall be binding upon the successors and assigns
of the Corporation.

     13. Governing Law. The terms of any options granted hereunder and the
rights and obligations hereunder of the Corporation, the Optionees and their
successors in interest shall, except to the extent governed by federal law, be
governed by Indiana law.

     14. Government and Other Regulations. The obligations of the Corporation to
issue or transfer and deliver shares under options granted under the Plan shall
be subject to compliance with all applicable laws, governmental rules and
regulations, and administrative action.


                                        6


     15. Limitation of Liability. No member of the Board of Directors of the
Corporation shall be personally liable for any action, omission, or
determination made in good faith in connection with the Plan.

     16. No Guarantee of Continued Service as a Director. Nothing contained in
the Plan or in any stock option agreement executed pursuant to the Plan shall
confer upon the Optionee any right to continued service as a director of the
Corporation or limit in any way the right of the Corporation to remove him/her
as a director, with or without cause, at any time.

     17. Definitions.

     (a)  The term "Board" or "Board of Directors" used herein shall mean the
          Board of Directors of the Corporation, unless the context clearly
          requires otherwise, and to the extent that any powers and discretion
          vested in the Board of Directors are delegated to any Committee of the
          Board, the term "Board" or "Board of Directors" shall also mean such
          Committee.

     (b)  The term "Subsidiary" or "Subsidiaries" used herein shall mean any
          banking institution or other corporation more than fifty percent (50%)
          of whose total combined voting stock of all classes is held by the
          Corporation or by another corporation qualifying as a Subsidiary
          within this definition.

     (c)  The term "Change in Control of the Corporation" used herein shall mean
          (i) any merger, consolidation or similar transaction which involves
          the Corporation or any Subsidiary and in which persons who are the
          shareholders of the Corporation immediately prior to such transaction
          own, immediately after such transaction, shares of the surviving or
          combined entity which possess voting rights equal to or less than
          fifty percent (50%) of the voting rights of all shareholders of such
          entity, determined on a fully diluted basis; (ii) any sale, lease,
          exchange, transfer or other disposition of all or any substantial part
          of the consolidated assets of the Corporation; (iii) any tender,
          exchange, sale or other disposition (other than dispositions of the
          stock of the Corporation or any Subsidiary in connection with
          bankruptcy, insolvency, foreclosure, receivership or other similar
          transactions) or purchases (other than purchases by the Corporation or
          any corporation- sponsored employee benefit plan, or purchases by
          members of the Board of Directors or any Subsidiary) of shares which
          represent more than twenty-five percent (25%) of the voting power of
          the Corporation or any Subsidiary; (iv) during any period of two (2)
          consecutive years during the term of the Plan specified in Section 18,
          individuals who at the date of the adoption of the Plan constitute the
          Board of Directors cease for any reason to constitute at least a
          majority thereof, unless the election of each director at the
          beginning of such period has been approved by directors representing
          at least a majority of the directors then in office who were directors
          on the date of the adoption of the Plan; (v) a majority of the Board
          of Directors recommends the acceptance of or accept any agreement ,
          contract, offer or other arrangement providing for, or any series of
          transactions resulting in, any of the transactions described above.


                                        7


     18. Effective Date and Term of the Plan. The Plan shall become effective
only upon approval by the Board of Directors and Shareholders of the
Corporation. Options may be granted under the Plan for a percent of ten (10)
years commencing on May 1, 1996.


                                            ANB CORPORATION


                                            By: /s/ JAMES R. SCHRECONGOST
                                               --------------------------------
                                               James R. Schrecongost, President

ATTEST: [SEAL]


By: /s/ JAMES W. CONVY
   -------------------
      Secretary

APPROVED BY THE SHAREHOLDERS OF THE CORPORATION ON April 17, 1996.

                                        8


                               AMENDMENT NUMBER 1
                                     TO THE
                ANB CORPORATION 1996 DIRECTORS' STOCK OPTION PLAN

     This Amendment Number 1 to the ANB Corporation 1996 Directors' Stock Option
Plan ("Plan") is hereby adopted and made effective this 25th day of January,
1999, by ANB Corporation ("Corporation").

                                   WITNESSETH:

     WHEREAS, the Corporation has adopted the Plan for the purposes set forth in
the Plan; and

     WHEREAS, pursuant to Section 10 of the Plan, the Board may amend the Plan,
without the approval of the stockholders of the Corporation or any holder of an
option granted under the Plan, to decrease the amount fo the annual option grant
to each Director specified in Section 4 of the Plan; and

     WHEREAS, the Board approved an amendment to the Plan on January 25, 1999 to
decrease the annual grant of options to each Director from 4,000 shares to 2,200
shares of common stock of the Corporation.

     NOW, THEREFORE, the Plan is hereby amended as follows:

     1. The first sentence of the second paragraph of Section 4 of the Plan is
hereby amended to read as follows:

               The Committee annually shall grant to each non-employee director
               ("Optionee") who is a director on the date of grant an option to
               acquire four thousand (4,000) shares of Common Stock ("Election
               Options"); provided, however, that for the annual grant of
               options to be made in 1999, the Election Options shall be an
               option to acquire Two Thousand Two Hundred (2,200) shares of
               Common Stock.

     2. Except as amended hereby, the Plan shall continue in full force and
effect in accordance with its terms.

     IN WITNESS WHEREOF, ANB Corporation, by its officers thereunder duly
authorized, has executed this Amendment Number 1 to the ANB Corporation 1996
Directors' Stock Option Plan effective as of the day and year first above
written.

                                            ANB CORPORATION


                                            By: /s/ JAMES R. SCHRECONGOST
                                               ------------------------------
                                               James R. Schrecongost
                                               Vice Chairman, President & CEO

ATTEST:

By: /s/ JAMES W. CONVY
   -------------------------
   James W. Convy, Secretary

EX-5

                                                                       EXHIBIT 5



May 31, 2000



Board of Directors
Old National Bancorp
420 Main Street
Evansville, Indiana 47708

           Re:       Registration Statement on Form S-8

Gentlemen:

           We have represented Old National Bancorp ("ONB") in connection with
the preparation and filing of a Registration Statement on Form S-8 (the
"Registration Statement") with the Securities and Exchange Commission for the
purpose of registering under the Securities Act of 1933, as amended, shares of
the ONB's common stock, no par value (the "Shares"). The Shares will be offered
and issued upon the terms and subject to the conditions set forth in the ANB
Corporation Stock Option Plan, the ANB Corporation 1995 Stock Option Plan and
the ANB Corporation 1996 Directors' Stock Option Plan (the "Stock Option
Plans").

           In connection with this opinion, we have reviewed and relied upon
originals or copies, certified or otherwise identified to our satisfaction, of
the Articles of Incorporation of ONB, as amended, the By-Laws of ONB, the Stock
Option Plans and such other documents and information as we have, in our
judgment, deemed relevant.

           Based upon the foregoing, and having regard for such legal
considerations as we have deemed relevant, it is our opinion that the Shares
will, when issued in accordance with the terms of the Stock Option Plans, be
legally issued, fully paid and non-assessable. This opinion is limited to the
matters stated herein, and no opinion is to be implied or may be inferred beyond
the matters expressly stated.

           This opinion is addressed to you and is solely for your use in
connection with the Registration Statement, and we assume no professional
responsibility to any other person whatsoever. Accordingly, the opinion
expressed herein is not to be relied upon, utilized or quoted by or, subject to
the subsequent paragraph hereof, delivered or disclosed to, in whole or in part,
any other person, entity or governmental authority without, in each instance,
the prior written consent of this firm.

           We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                   Very truly yours,


                                   /s/ KRIEG DEVAULT ALEXANDER & CAPEHART, LLP
                                   --------------------------------------------
                                   KRIEG DEVAULT ALEXANDER & CAPEHART, LLP

EX-23.1

                                                                    EXHIBIT 23.1



                               CONSENT OF COUNSEL


           The consent of Krieg DeVault Alexander & Capehart, LLP is included in
its opinion attached to this Registration Statement as Exhibit 5.

EX-23.2

                                                                    EXHIBIT 23.2



                       CONSENT OF INDEPENDENT ACCOUNTANTS

           We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of Old National Bancorp of our report dated
January 26, 2000 relating to the financial statements appearing in Old National
Bancorp's Annual Report on Form 10-K for the year ended December 31, 1999 and of
our report dated March 10, 2000 relating to the supplemental consolidated
financial statements appearing in Old National Bancorp's current Report on Form
8-K filed April 19, 2000.





                                              /s/ PRICEWATERHOUSECOOPERS LLP
                                              ------------------------------
                                              PricewaterhouseCoopers LLP

Chicago, Illinois
May 31, 2000

EX-23.3

                                                                    EXHIBIT 23.3



                       CONSENT OF INDEPENDENT ACCOUNTANTS


           As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
January 27, 1999 (except with respect to the business combination discussed in
Note 2 as to which the date is January 29, 1999) included in Old National
Bancorp's annual report on Form 10-K for the year ended December 31, 1999 and to
the incorporation by reference in this registration statement of our report
dated January 27, 1999 (except with respect to the Southern Bancshares LTD, ANB
Corporation and Heritage Financial Services, Inc. business combinations
discussed in Note 2 as to which the dates are January 29, 1999, March 10, 2000
and March 1, 2000, respectively ) included in Old National Bancorp's
supplemental financial statements on Form 8-K for the year ended December 31,
1999 and to all references to our Firm included in this registration statement.




                                                      /s/ ARTHUR ANDERSEN LLP
                                                      -----------------------
                                                      Arthur Andersen LLP

Indianapolis, Indiana,
May 31, 2000

EX-23.4

                                                                    EXHIBIT 23.4



                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 18, 2000 relating to the
financial statements of Heritage Financial Services, Inc. appearing in Old
National Bancorp's current Report on Form 8-K filed April 19, 2000.


                                            /s/ HEATHCOTT & MULLALY, P.C.
                                            -----------------------------
                                            Heathcott & Mullaly, P.C.



Brentwood, Tennessee,
May 31, 2000

EX-23.5

                                                                    EXHIBIT 23.5



                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 28, 2000 relating to the
financial statements of ANB Corporation appearing in Old National Bancorp's
current Report on Form 8-K filed April 19, 2000.


                                                         /s/ OLIVE LLP
                                                         -------------
                                                             Olive LLP



Indianapolis, Indiana,
May 31, 2000

EX-24

                                                                      EXHIBIT 24


                                POWER OF ATTORNEY


           KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director
of Old National Bancorp (the "Registrant"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint John S. Poelker and Jeffrey L. Knight, and each of them
individually, as his true and lawful attorney-in-fact and agent, with full power
of substitution and re-substitution, for and on his behalf and in his name,
place and stead, and in all capacities, (a) to execute registration statements
and all amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering, sale and
issuance of securities of the Registrant with respect to the Heritage Bank 1989
Employees' Stock Option Plan; (b) to file any and all of the foregoing, in
substantially the form which has been presented to me or which any of the
above-named attorneys-in-fact and agents may approve, with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"Act"), and the rules and regulations promulgated thereunder, and any state
securities laws, rules or regulations; and (c) to do, or cause to be done, any
and all other acts and things whatsoever as fully and to all intents and
purposes as the undersigned might or could do in person which any of the
above-named attorneys-in-fact and agents may deem necessary or advisable in the
premises and in order to enable the Registrant to register its securities under
and otherwise comply with the Act and the rules and regulations promulgated
thereunder, and any state securities laws, rules or regulations; hereby
approving, ratifying and confirming all actions heretofore or hereafter lawfully
taken, or caused to be taken, by any of the above-named attorneys-in-fact and
agents by virtue hereof.

           IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the day and year indicated below.


                                                   /s/ DAVID L. BARNING
                                                   ---------------------
                                                   DIRECTOR

                                                   David L. Barning
                                                   Printed Name

Dated:  May 24, 2000





                                POWER OF ATTORNEY


           KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director
of Old National Bancorp (the "Registrant"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint John S. Poelker and Jeffrey L. Knight, and each of them
individually, as his true and lawful attorney-in-fact and agent, with full power
of substitution and re-substitution, for and on his behalf and in his name,
place and stead, and in all capacities, (a) to execute registration statements
and all amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering, sale and
issuance of securities of the Registrant with respect to the Heritage Bank 1989
Employees' Stock Option Plan; (b) to file any and all of the foregoing, in
substantially the form which has been presented to me or which any of the
above-named attorneys-in-fact and agents may approve, with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"Act"), and the rules and regulations promulgated thereunder, and any state
securities laws, rules or regulations; and (c) to do, or cause to be done, any
and all other acts and things whatsoever as fully and to all intents and
purposes as the undersigned might or could do in person which any of the
above-named attorneys-in-fact and agents may deem necessary or advisable in the
premises and in order to enable the Registrant to register its securities under
and otherwise comply with the Act and the rules and regulations promulgated
thereunder, and any state securities laws, rules or regulations; hereby
approving, ratifying and confirming all actions heretofore or hereafter lawfully
taken, or caused to be taken, by any of the above-named attorneys-in-fact and
agents by virtue hereof.

           IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the day and year indicated below.


                                                    /s/ RICHARD J. BOND
                                                    -------------------
                                                    DIRECTOR

                                                    Richard J. Bond
                                                    Printed Name

Dated:  May 24, 2000




                                POWER OF ATTORNEY


           KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director
of Old National Bancorp (the "Registrant"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint John S. Poelker and Jeffrey L. Knight, and each of them
individually, as his true and lawful attorney-in-fact and agent, with full power
of substitution and re-substitution, for and on his behalf and in his name,
place and stead, and in all capacities, (a) to execute registration statements
and all amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering, sale and
issuance of securities of the Registrant with respect to the Heritage Bank 1989
Employees' Stock Option Plan; (b) to file any and all of the foregoing, in
substantially the form which has been presented to me or which any of the
above-named attorneys-in-fact and agents may approve, with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"Act"), and the rules and regulations promulgated thereunder, and any state
securities laws, rules or regulations; and (c) to do, or cause to be done, any
and all other acts and things whatsoever as fully and to all intents and
purposes as the undersigned might or could do in person which any of the
above-named attorneys-in-fact and agents may deem necessary or advisable in the
premises and in order to enable the Registrant to register its securities under
and otherwise comply with the Act and the rules and regulations promulgated
thereunder, and any state securities laws, rules or regulations; hereby
approving, ratifying and confirming all actions heretofore or hereafter lawfully
taken, or caused to be taken, by any of the above-named attorneys-in-fact and
agents by virtue hereof.

           IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the day and year indicated below.



                                                   /s/ ALAN W. BRAUN
                                                   -----------------
                                                   DIRECTOR

                                                   Alan W. Braun
                                                   Printed Name

Dated:  May 24, 2000




                                POWER OF ATTORNEY


           KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director
of Old National Bancorp (the "Registrant"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint John S. Poelker and Jeffrey L. Knight, and each of them
individually, as his true and lawful attorney-in-fact and agent, with full power
of substitution and re-substitution, for and on his behalf and in his name,
place and stead, and in all capacities, (a) to execute registration statements
and all amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering, sale and
issuance of securities of the Registrant with respect to the Heritage Bank 1989
Employees' Stock Option Plan; (b) to file any and all of the foregoing, in
substantially the form which has been presented to me or which any of the
above-named attorneys-in-fact and agents may approve, with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"Act"), and the rules and regulations promulgated thereunder, and any state
securities laws, rules or regulations; and (c) to do, or cause to be done, any
and all other acts and things whatsoever as fully and to all intents and
purposes as the undersigned might or could do in person which any of the
above-named attorneys-in-fact and agents may deem necessary or advisable in the
premises and in order to enable the Registrant to register its securities under
and otherwise comply with the Act and the rules and regulations promulgated
thereunder, and any state securities laws, rules or regulations; hereby
approving, ratifying and confirming all actions heretofore or hereafter lawfully
taken, or caused to be taken, by any of the above-named attorneys-in-fact and
agents by virtue hereof.

           IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the day and year indicated below.



                                                   /s/ WAYNE A. DAVIDSON
                                                   ---------------------
                                                   DIRECTOR

                                                   Wayne A. Davidson
                                                   Printed Name

Dated:  May 24, 2000




                                POWER OF ATTORNEY


           KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director
of Old National Bancorp (the "Registrant"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint John S. Poelker and Jeffrey L. Knight, and each of them
individually, as his true and lawful attorney-in-fact and agent, with full power
of substitution and re-substitution, for and on his behalf and in his name,
place and stead, and in all capacities, (a) to execute registration statements
and all amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering, sale and
issuance of securities of the Registrant with respect to the Heritage Bank 1989
Employees' Stock Option Plan; (b) to file any and all of the foregoing, in
substantially the form which has been presented to me or which any of the
above-named attorneys-in-fact and agents may approve, with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"Act"), and the rules and regulations promulgated thereunder, and any state
securities laws, rules or regulations; and (c) to do, or cause to be done, any
and all other acts and things whatsoever as fully and to all intents and
purposes as the undersigned might or could do in person which any of the
above-named attorneys-in-fact and agents may deem necessary or advisable in the
premises and in order to enable the Registrant to register its securities under
and otherwise comply with the Act and the rules and regulations promulgated
thereunder, and any state securities laws, rules or regulations; hereby
approving, ratifying and confirming all actions heretofore or hereafter lawfully
taken, or caused to be taken, by any of the above-named attorneys-in-fact and
agents by virtue hereof.

           IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the day and year indicated below.



                                                   /s/ LARRY E. DUNIGAN
                                                   --------------------
                                                   DIRECTOR

                                                   Larry E. Dunigan
                                                   Printed Name

Dated:  May 24, 2000




                                POWER OF ATTORNEY


           KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director
of Old National Bancorp (the "Registrant"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint John S. Poelker and Jeffrey L. Knight, and each of them
individually, as his true and lawful attorney-in-fact and agent, with full power
of substitution and re-substitution, for and on his behalf and in his name,
place and stead, and in all capacities, (a) to execute registration statements
and all amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering, sale and
issuance of securities of the Registrant with respect to the Heritage Bank 1989
Employees' Stock Option Plan; (b) to file any and all of the foregoing, in
substantially the form which has been presented to me or which any of the
above-named attorneys-in-fact and agents may approve, with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"Act"), and the rules and regulations promulgated thereunder, and any state
securities laws, rules or regulations; and (c) to do, or cause to be done, any
and all other acts and things whatsoever as fully and to all intents and
purposes as the undersigned might or could do in person which any of the
above-named attorneys-in-fact and agents may deem necessary or advisable in the
premises and in order to enable the Registrant to register its securities under
and otherwise comply with the Act and the rules and regulations promulgated
thereunder, and any state securities laws, rules or regulations; hereby
approving, ratifying and confirming all actions heretofore or hereafter lawfully
taken, or caused to be taken, by any of the above-named attorneys-in-fact and
agents by virtue hereof.

           IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the day and year indicated below.



                                                   /s/ DAVID E. ECKERLE
                                                   --------------------
                                                   DIRECTOR

                                                   David E. Eckerle
                                                   Printed Name

Dated:  May 24, 2000




                                POWER OF ATTORNEY


           KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director
of Old National Bancorp (the "Registrant"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint John S. Poelker and Jeffrey L. Knight, and each of them
individually, as his true and lawful attorney-in-fact and agent, with full power
of substitution and re-substitution, for and on his behalf and in his name,
place and stead, and in all capacities, (a) to execute registration statements
and all amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering, sale and
issuance of securities of the Registrant with respect to the Heritage Bank 1989
Employees' Stock Option Plan; (b) to file any and all of the foregoing, in
substantially the form which has been presented to me or which any of the
above-named attorneys-in-fact and agents may approve, with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"Act"), and the rules and regulations promulgated thereunder, and any state
securities laws, rules or regulations; and (c) to do, or cause to be done, any
and all other acts and things whatsoever as fully and to all intents and
purposes as the undersigned might or could do in person which any of the
above-named attorneys-in-fact and agents may deem necessary or advisable in the
premises and in order to enable the Registrant to register its securities under
and otherwise comply with the Act and the rules and regulations promulgated
thereunder, and any state securities laws, rules or regulations; hereby
approving, ratifying and confirming all actions heretofore or hereafter lawfully
taken, or caused to be taken, by any of the above-named attorneys-in-fact and
agents by virtue hereof.

           IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the day and year indicated below.



                                                   /s/ ANDREW E. GOEBEL
                                                   --------------------
                                                   DIRECTOR

                                                   Andrew E. Goebel
                                                   Printed Name

Dated:  May 24, 2000




                                POWER OF ATTORNEY


           KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director
of Old National Bancorp (the "Registrant"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint John S. Poelker and Jeffrey L. Knight, and each of them
individually, as his true and lawful attorney-in-fact and agent, with full power
of substitution and re-substitution, for and on his behalf and in his name,
place and stead, and in all capacities, (a) to execute registration statements
and all amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering, sale and
issuance of securities of the Registrant with respect to the Heritage Bank 1989
Employees' Stock Option Plan; (b) to file any and all of the foregoing, in
substantially the form which has been presented to me or which any of the
above-named attorneys-in-fact and agents may approve, with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"Act"), and the rules and regulations promulgated thereunder, and any state
securities laws, rules or regulations; and (c) to do, or cause to be done, any
and all other acts and things whatsoever as fully and to all intents and
purposes as the undersigned might or could do in person which any of the
above-named attorneys-in-fact and agents may deem necessary or advisable in the
premises and in order to enable the Registrant to register its securities under
and otherwise comply with the Act and the rules and regulations promulgated
thereunder, and any state securities laws, rules or regulations; hereby
approving, ratifying and confirming all actions heretofore or hereafter lawfully
taken, or caused to be taken, by any of the above-named attorneys-in-fact and
agents by virtue hereof.

           IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the day and year indicated below.



                                                   /s/ PHELPS L. LAMBERT
                                                   ---------------------
                                                   DIRECTOR

                                                   Phelps P. Lambert
                                                   Printed Name

Dated:  May 24, 2000



                                POWER OF ATTORNEY


           KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director
of Old National Bancorp (the "Registrant"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint John S. Poelker and Jeffrey L. Knight, and each of them
individually, as his true and lawful attorney-in-fact and agent, with full power
of substitution and re-substitution, for and on his behalf and in his name,
place and stead, and in all capacities, (a) to execute registration statements
and all amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering, sale and
issuance of securities of the Registrant with respect to the Heritage Bank 1989
Employees' Stock Option Plan; (b) to file any and all of the foregoing, in
substantially the form which has been presented to me or which any of the
above-named attorneys-in-fact and agents may approve, with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"Act"), and the rules and regulations promulgated thereunder, and any state
securities laws, rules or regulations; and (c) to do, or cause to be done, any
and all other acts and things whatsoever as fully and to all intents and
purposes as the undersigned might or could do in person which any of the
above-named attorneys-in-fact and agents may deem necessary or advisable in the
premises and in order to enable the Registrant to register its securities under
and otherwise comply with the Act and the rules and regulations promulgated
thereunder, and any state securities laws, rules or regulations; hereby
approving, ratifying and confirming all actions heretofore or hereafter lawfully
taken, or caused to be taken, by any of the above-named attorneys-in-fact and
agents by virtue hereof.

           IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the day and year indicated below.



                                                   /s/ RONALD B. LANKFORD
                                                   ----------------------
                                                   DIRECTOR

                                                   Ronald B. Lankford
                                                   Printed Name

Dated:  May 24, 2000




                                POWER OF ATTORNEY


           KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director
of Old National Bancorp (the "Registrant"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint John S. Poelker and Jeffrey L. Knight, and each of them
individually, as his true and lawful attorney-in-fact and agent, with full power
of substitution and re-substitution, for and on his behalf and in his name,
place and stead, and in all capacities, (a) to execute registration statements
and all amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering, sale and
issuance of securities of the Registrant with respect to the Heritage Bank 1989
Employees' Stock Option Plan; (b) to file any and all of the foregoing, in
substantially the form which has been presented to me or which any of the
above-named attorneys-in-fact and agents may approve, with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"Act"), and the rules and regulations promulgated thereunder, and any state
securities laws, rules or regulations; and (c) to do, or cause to be done, any
and all other acts and things whatsoever as fully and to all intents and
purposes as the undersigned might or could do in person which any of the
above-named attorneys-in-fact and agents may deem necessary or advisable in the
premises and in order to enable the Registrant to register its securities under
and otherwise comply with the Act and the rules and regulations promulgated
thereunder, and any state securities laws, rules or regulations; hereby
approving, ratifying and confirming all actions heretofore or hereafter lawfully
taken, or caused to be taken, by any of the above-named attorneys-in-fact and
agents by virtue hereof.

           IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the day and year indicated below.



                                                  /s/ LUCIEN H. MEIS
                                                  ------------------
                                                  DIRECTOR

                                                  Lucien H. Meis
                                                  Printed Name

Dated:  May 24, 2000




                                POWER OF ATTORNEY


           KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director
of Old National Bancorp (the "Registrant"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint John S. Poelker and Jeffrey L. Knight, and each of them
individually, as his true and lawful attorney-in-fact and agent, with full power
of substitution and re-substitution, for and on his behalf and in his name,
place and stead, and in all capacities, (a) to execute registration statements
and all amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering, sale and
issuance of securities of the Registrant with respect to the Heritage Bank 1989
Employees' Stock Option Plan; (b) to file any and all of the foregoing, in
substantially the form which has been presented to me or which any of the
above-named attorneys-in-fact and agents may approve, with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"Act"), and the rules and regulations promulgated thereunder, and any state
securities laws, rules or regulations; and (c) to do, or cause to be done, any
and all other acts and things whatsoever as fully and to all intents and
purposes as the undersigned might or could do in person which any of the
above-named attorneys-in-fact and agents may deem necessary or advisable in the
premises and in order to enable the Registrant to register its securities under
and otherwise comply with the Act and the rules and regulations promulgated
thereunder, and any state securities laws, rules or regulations; hereby
approving, ratifying and confirming all actions heretofore or hereafter lawfully
taken, or caused to be taken, by any of the above-named attorneys-in-fact and
agents by virtue hereof.

           IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the day and year indicated below.



                                                   /s/ LOUIS L. MERVIS
                                                   -------------------
                                                   DIRECTOR

                                                   Louis L. Mervis
                                                   Printed Name

Dated:  May 24, 2000




                                POWER OF ATTORNEY


           KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director
of Old National Bancorp (the "Registrant"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint John S. Poelker and Jeffrey L. Knight, and each of them
individually, as his true and lawful attorney-in-fact and agent, with full power
of substitution and re-substitution, for and on his behalf and in his name,
place and stead, and in all capacities, (a) to execute registration statements
and all amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering, sale and
issuance of securities of the Registrant with respect to the Heritage Bank 1989
Employees' Stock Option Plan; (b) to file any and all of the foregoing, in
substantially the form which has been presented to me or which any of the
above-named attorneys-in-fact and agents may approve, with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"Act"), and the rules and regulations promulgated thereunder, and any state
securities laws, rules or regulations; and (c) to do, or cause to be done, any
and all other acts and things whatsoever as fully and to all intents and
purposes as the undersigned might or could do in person which any of the
above-named attorneys-in-fact and agents may deem necessary or advisable in the
premises and in order to enable the Registrant to register its securities under
and otherwise comply with the Act and the rules and regulations promulgated
thereunder, and any state securities laws, rules or regulations; hereby
approving, ratifying and confirming all actions heretofore or hereafter lawfully
taken, or caused to be taken, by any of the above-named attorneys-in-fact and
agents by virtue hereof.

           IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the day and year indicated below.



                                                   /s/ JOHN N. ROYSE
                                                   -----------------
                                                   DIRECTOR

                                                   John N. Royse
                                                   Printed Name

Dated:  May 24, 2000




                                POWER OF ATTORNEY


           KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director
of Old National Bancorp (the "Registrant"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint John S. Poelker and Jeffrey L. Knight, and each of them
individually, as her true and lawful attorney-in-fact and agent, with full power
of substitution and re-substitution, for and on her behalf and in his name,
place and stead, and in all capacities, (a) to execute registration statements
and all amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering, sale and
issuance of securities of the Registrant with respect to the Heritage Bank 1989
Employees' Stock Option Plan; (b) to file any and all of the foregoing, in
substantially the form which has been presented to me or which any of the
above-named attorneys-in-fact and agents may approve, with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"Act"), and the rules and regulations promulgated thereunder, and any state
securities laws, rules or regulations; and (c) to do, or cause to be done, any
and all other acts and things whatsoever as fully and to all intents and
purposes as the undersigned might or could do in person which any of the
above-named attorneys-in-fact and agents may deem necessary or advisable in the
premises and in order to enable the Registrant to register its securities under
and otherwise comply with the Act and the rules and regulations promulgated
thereunder, and any state securities laws, rules or regulations; hereby
approving, ratifying and confirming all actions heretofore or hereafter lawfully
taken, or caused to be taken, by any of the above-named attorneys-in-fact and
agents by virtue hereof.

           IN WITNESS WHEREOF, the undersigned has hereunto set her hand as of
the day and year indicated below.



                                                   /s/ MARJORIE Z. SOYUGENC
                                                   ------------------------
                                                   DIRECTOR

                                                   Marjorie Z. Soyugenc
                                                   Printed Name

Dated:  May 24, 2000




                                POWER OF ATTORNEY


           KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director
of Old National Bancorp (the "Registrant"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint John S. Poelker and Jeffrey L. Knight, and each of them
individually, as his true and lawful attorney-in-fact and agent, with full power
of substitution and re-substitution, for and on his behalf and in his name,
place and stead, and in all capacities, (a) to execute registration statements
and all amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering, sale and
issuance of securities of the Registrant with respect to the Heritage Bank 1989
Employees' Stock Option Plan; (b) to file any and all of the foregoing, in
substantially the form which has been presented to me or which any of the
above-named attorneys-in-fact and agents may approve, with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"Act"), and the rules and regulations promulgated thereunder, and any state
securities laws, rules or regulations; and (c) to do, or cause to be done, any
and all other acts and things whatsoever as fully and to all intents and
purposes as the undersigned might or could do in person which any of the
above-named attorneys-in-fact and agents may deem necessary or advisable in the
premises and in order to enable the Registrant to register its securities under
and otherwise comply with the Act and the rules and regulations promulgated
thereunder, and any state securities laws, rules or regulations; hereby
approving, ratifying and confirming all actions heretofore or hereafter lawfully
taken, or caused to be taken, by any of the above-named attorneys-in-fact and
agents by virtue hereof.

           IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the day and year indicated below.



                                                   /s/ KELLEY N. STANLEY
                                                   ---------------------
                                                   DIRECTOR

                                                   Kelley N. Stanley
                                                   Printed Name

Dated:  May 24, 2000




                                POWER OF ATTORNEY


           KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director
of Old National Bancorp (the "Registrant"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint John S. Poelker and Jeffrey L. Knight, and each of them
individually, as his true and lawful attorney-in-fact and agent, with full power
of substitution and re-substitution, for and on his behalf and in his name,
place and stead, and in all capacities, (a) to execute registration statements
and all amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering, sale and
issuance of securities of the Registrant with respect to the Heritage Bank 1989
Employees' Stock Option Plan; (b) to file any and all of the foregoing, in
substantially the form which has been presented to me or which any of the
above-named attorneys-in-fact and agents may approve, with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"Act"), and the rules and regulations promulgated thereunder, and any state
securities laws, rules or regulations; and (c) to do, or cause to be done, any
and all other acts and things whatsoever as fully and to all intents and
purposes as the undersigned might or could do in person which any of the
above-named attorneys-in-fact and agents may deem necessary or advisable in the
premises and in order to enable the Registrant to register its securities under
and otherwise comply with the Act and the rules and regulations promulgated
thereunder, and any state securities laws, rules or regulations; hereby
approving, ratifying and confirming all actions heretofore or hereafter lawfully
taken, or caused to be taken, by any of the above-named attorneys-in-fact and
agents by virtue hereof.

           IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
the day and year indicated below.



                                                   /s/ CHARLES D. STORMS
                                                   ---------------------
                                                   DIRECTOR

                                                   Charles D. Storms
                                                   Printed Name

Dated:  May 24, 2000