S-3

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 18, 1997
                     REGISTRATION NO. 333-______________
   ========================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

                          --------------------------

                                   FORM S-3
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

                          --------------------------

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

                INDIANA                               35-1439838
      (State or other jurisdiction of      (IRS Employer Identification No.)
      incorporation or organization)

         420 MAIN STREET, EVANSVILLE, INDIANA  47708, (812) 464-1434
        -------------------------------------------------------------
        (Address, including zip code, and telephone number, including
           area code, of registrant's principal executive offices)

        Jeffrey L. Knight, Esq., Corporate Secretary & General Counsel
      Old National Bancorp, 420 Main Street, Evansville, Indiana  47708
                      (812) 464-1363 (Agent for Service)
      -----------------------------------------------------------------
          (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

                                  Copies to:
 Timothy M. Harden, Esq.                J. Jeffrey Brown, Esq.
 Nicholas J. Chulos, Esq.               Baker & Daniels
 Krieg DeVault Alexander & Capehart     300 North Meridian Street, Suite 2700
 One Indiana Square, Suite 2800         Indianapolis, Indiana  46204-1782
 Indianapolis, Indiana  46204-2017      (317) 237-0300
 (317) 636-4341

       APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
         FROM TIME TO TIME OR AT ONE TIME AFTER THE EFFECTIVE DATE OF
                         THE REGISTRATION STATEMENT.

If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the
following box [ ].

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box [X].

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering [ ].

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering [ ].

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box [X].




                       CALCULATION OF REGISTRATION FEE
==========================================================================================================
Title of each class of                       Proposed maximum     Proposed maximum          Amount of
securities to be             Amount to be        offering             aggregate        registration fee(2)
registered                    registered     price per unit(1)    offering price(1)
- ----------------------------------------------------------------------------------------------------------
                                                                                 
Debt Securities . . . . .    $150,000,000          100%             $150,000,000             $45,455
==========================================================================================================


   (1)  In U.S. dollars and estimated solely for the purpose of calculating
        the registration fee.

   (2)  Calculated pursuant to Rule 457(o) of the rules and regulations under
        the Securities Act of 1933, as amended.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(A), MAY DETERMINE.



PROSPECTUS SUPPLEMENT
- ---------------------
(To Prospectus dated __________, 1997)

                               $______________
                             OLD NATIONAL BANCORP
                                  [ONB LOGO]
                              MEDIUM-TERM NOTES
                  DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
                         ____________________________

         Old National Bancorp (the "Company") may offer from time to time up
to $150,000,000 aggregate initial offering price of its Medium-Term Notes Due
Nine Months or More from Date of Issue (the "Notes").  Such aggregate initial
offering price is subject to reduction as a result of the sale by the Company
of other Debt Securities described in the accompanying Prospectus. Each Note
will mature on any day nine months or more from the date of issue, as
specified in the applicable pricing supplement hereto (each, a "Pricing
Supplement"), and may be subject to redemption at the option of the Company or
repayment at the option of the Holder thereof, in each case, in whole or in
part, prior to its Stated Maturity Date, if specified in the applicable
Pricing Supplement.  Each Note will be denominated and payable in United
States dollars.  The Notes will be issued in minimum denominations of $1,000
and in integral multiples of $1,000 in excess thereof, unless otherwise
specified in the applicable Pricing Supplement.

         See "RISK FACTORS" commencing on page S-4 for a discussion of certain
risks that should be considered in connection with an investment in the Notes
offered hereby.

THESE SECURITIES ARE NOT SAVINGS OR DEPOSIT ACCOUNTS OR OTHER OBLIGATIONS OF
ANY BANK OR NON-BANK AFFILIATE OF THE COMPANY AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT, THE PROSPECTUS OR ANY
PRICING SUPPLEMENT HERETO.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.



- ---------------------------------------------------------------------------------------------------------
                                                    Agent's Discounts
                           Price to Public (1)    and Commissions (1)(2)     Proceeds to Company (1)(3)
- ---------------------------------------------------------------------------------------------------------
                                                                    >
 Per Note. . . . . . . .   100%                   .125% - .750%              99.875% - 99.250%
 Total . . . . . . . . .   $150,000,000           $187,500 - $1,125,000      $149,812,5000 - $148,875,000
- ---------------------------------------------------------------------------------------------------------




(1)      NatCity Investments, Inc. (the "Agent"), may utilize its reasonable
         efforts on an agency basis to solicit offers to purchase the Notes at
         100% of the principal amount thereof, unless otherwise specified in
         the applicable Pricing Supplement.  The Agent may also purchase
         Notes, as principal, from the Company for resale to investors and
         other purchasers at varying prices relating to prevailing market
         prices at the time of resale as determined by the Agent or, if so
         specified in the applicable Pricing Supplement, for resale at a fixed
         offering price.  Unless otherwise specified in the applicable Pricing
         Supplement, any Note sold to the Agent as principal will be purchased
         by the Agent at a price equal to 100% of the principal amount thereof
         less a percentage of the principal amount equal to the commission
         applicable to an agency sale (as described below) of a Note of
         identical maturity.  The Company will pay a commission to the Agent,
         ranging from .125% to .750% of the principal amount of a Note,
         depending upon its stated maturity, sold through the Agent.
         Commissions with respect to Notes with stated maturities in excess of
         30 years that are sold through the Agent will be negotiated between
         the Company and the Agent at the time of such sale.  See "PLAN OF
         DISTRIBUTION."

(2)      The Company has agreed to indemnify the Agent against, and in certain
         instances to provide contribution with respect to, certain
         liabilities, including liabilities under the Securities Act of 1933,
         as amended.  See "PLAN OF DISTRIBUTION."

(3)      Before deducting expenses payable by the Company estimated at
         $360,000.

         The Notes are being offered from time to time on a continuing basis
by the Company to or through the Agent.  Unless otherwise specified in the
applicable Pricing Supplement, the Notes will not be listed on any securities
exchange.  There is no assurance that the Notes offered hereby will be sold
or, if sold, that there will be a secondary market for the Notes or liquidity
in the secondary market if one develops.  The Company reserves the right to
cancel or modify the offer made hereby without notice.  The Company or the
Agent, if it solicits an offer on an agency basis, may reject any offer to
purchase Notes in whole or in part.  See "PLAN OF DISTRIBUTION."

                                     S-2


                          NATCITY INVESTMENTS, INC.
                             ___________________

   THE DATE OF THIS PROSPECTUS SUPPLEMENT IS _______________________, 1997.

         The Company may issue Notes that bear interest at fixed rates ("Fixed
Rate Notes") or at floating rates ("Floating Rate Notes").  The applicable
Pricing Supplement will specify whether a Floating Rate Note is a Regular
Floating Rate Note, a Floating Rate/Fixed Rate Note or an Inverse Floating
Rate Note and whether the rate of interest thereon is determined by reference
to one or more of the CD Rate, the CMT Rate, the Commercial Paper Rate, the
Eleventh District Cost of Funds Rate, the Federal Funds Rate, LIBOR, the Prime
Rate or the Treasury Rate (each, an "Interest Rate Basis"), or any other
interest rate basis or formula, as adjusted by any Spread and/or Spread
Multiplier.  Interest on each Floating Rate Note will accrue from its date of
issue and, unless otherwise specified in the applicable Pricing Supplement,
will be payable monthly, quarterly, semiannually or annually in arrears, as
specified in the applicable Pricing Supplement, and on the Maturity Date.
Unless otherwise specified in the applicable Pricing Supplement, the rate of
interest on each Floating Rate Note will be reset daily, weekly, monthly,
quarterly, semiannually or annually, as specified in the applicable Pricing
Supplement.  Interest on each Fixed Rate Note will accrue from its date of
issue and, unless otherwise specified in the applicable Pricing Supplement,
will be payable semiannually in arrears on February 15 and August 15 of each
year and on the Maturity Date. The Company may also issue Discount Notes,
Indexed Notes and Amortizing Notes (as hereinafter defined).  See "DESCRIPTION
OF NOTES."

         The interest rate, or formula for the determination of the interest
rate, if any, applicable to each Note and any other variable terms thereof
will be established by the Company on the date of issue of such Note and will
be specified in the applicable Pricing Supplement.  Interest rates or formulas
and other terms of Notes are subject to change by the Company, but no such
change will affect any Note previously issued or as to which an offer to
purchase has been accepted by the Company.

         Each Note will be issued in book-entry form (a "Book-Entry Note") or
in fully registered certificated form (a "Certificated Note"), as specified in
the applicable Pricing Supplement.  Each Book-Entry Note will be represented
by one or more fully registered global securities (the "Global Securities")
deposited with or on behalf of The Depository Trust Company (or such other
depositary identified in the applicable Pricing Supplement) (the "Depository")
and registered in the name of the Depository or the Depository's nominee.
Interests in the Global Securities will be shown on, and transfers thereof
will be effected only through, records maintained by the Depository (with
respect to its participants) and the Depository's participants (with respect
to beneficial owners).  Except in limited circumstances, Book-Entry Notes will
not be exchangeable for Certificated Notes.

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE NOTES.  SUCH
TRANSACTIONS MAY INCLUDE THE PURCHASE OF NOTES PRIOR TO THE PRICING OF THE
OFFERING FOR THE PURPOSE OF MAINTAINING THE PRICE OF THE NOTES, THE PURCHASE
OF NOTES FOLLOWING THE PRICING OF THE OFFERING TO COVER A SHORT POSITION IN
THE NOTES OR FOR THE PURPOSE OF MAINTAINING THE PRICE OF THE NOTES.  SUCH
TRANSACTIONS MAY HAVE THE EFFECT OF MAINTAINING THE PRICE OF NOTES AT A HIGHER
LEVEL THAN MIGHT EXIST IF SUCH STABILIZATION HAD NOT OCCURRED.  FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "PLAN OF DISTRIBUTION."






                                     S-3


                                 RISK FACTORS

         This Prospectus Supplement does not describe all of the risks of an
investment in any Notes, whether resulting from such Notes being determined by
reference to one or more interest rate or other indices or formulas, or
otherwise.  The Company and the Agent disclaim any responsibility to advise
prospective investors of such risks as they exist at the date of this
Prospectus Supplement or as they change from time to time.  Prospective
investors should consult their own financial and legal advisors as to the
risks entailed by an investment in such Notes and the suitability of investing
in the Notes in light of their particular circumstances.  Such Notes are not
an appropriate investment for investors who are unsophisticated with respect
to transactions involving the applicable interest rate index or other indices
or formulas.  Prospective investors should carefully consider, among other
factors, the matters described below.

STRUCTURE RISKS

         An investment in Notes indexed as to principal, premium, if any,
and/or interest, if any, to one or more interest rate or other indices or
formulas, either directly or inversely, entails significant risks that are not
associated with similar investments in a conventional fixed rate or floating
rate debt security.  Such risks include, without limitation, the possibility
that such indices or formulas may be subject to significant changes, that no
interest will be payable with respect to such Notes or will be payable at a
rate lower than one applicable to a conventional fixed rate or floating rate
debt security issued by the Company at the same time, that repayment of the
principal and/or premium, if any, in respect to such Notes may occur at times
other than that expected by the Holders (as defined  in the accompanying
Prospectus), and that the Holders could lose all or a substantial portion of
principal and/or premium, if any, payable with respect to such Notes on the
Maturity Date (as defined under "DESCRIPTION OF NOTES--General").  Such risks
depend on a number of independent and interrelated factors, including
economic, financial and political events, over which the Company has no
control. Additionally, if the formula used to determine the amount of
principal, premium, if any, and/or interest, if any, payable in respect to
such Notes contains a multiplier or leverage factors, the effect of any change
in the applicable index or indices or formula or formulas will be magnified.
In recent years, values of certain indices and formulas have been highly
volatile and such volatility may be expected to continue in the future.
Fluctuations in the value of any particular index or formula that have
occurred in the past are not necessarily indicative, however, of fluctuations
that may occur in the future.

         Any optional redemption feature of Notes might affect the market
value of such Notes.  Since the Company may be expected to redeem such Notes
when prevailing interest rates are relatively low, Holders generally would not
be able to reinvest the redemption proceeds in a comparable security at an
effective interest rate as high as the current interest rate on such Notes.

         The Notes will not have an established trading market when issued,
and there can be no assurance of a secondary market for the Notes or of the
liquidity of the secondary market if one develops.  See "PLAN OF
DISTRIBUTION."

                                     S-4


         The secondary market, if any, for the Notes will be affected by a
number of factors independent of the creditworthiness of the Company and the
applicable index or indices or formula or formulas, including the complexity
and volatility of each such index or formula, the method of calculating the
principal, premium, if any, and/or interest, if any, with respect to such
Notes, the time remaining to the maturity of such Notes, the outstanding
amount of such Notes, any redemption features of such Notes, the amount of
other debt securities linked to such index or formula and the level, direction
and volatility of market interest rates generally.  Such factors also will
affect the market value of such Notes. In addition, certain Notes may be
designed for specific investment objectives or strategies and, therefore, may
have a more limited secondary market and experience more price volatility than
conventional debt securities.  Holders may not be able to sell such Notes
readily or at prices that will enable them to realize their anticipated yield.
No investor should purchase Notes unless such investor understands and is able
to bear the risk that such Notes may not be readily saleable, that the value
of such Notes will fluctuate over time and that such fluctuations may be
significant.

CREDIT RATINGS

         The credit ratings assigned to this medium-term note program do not
reflect the potential impact of all risks related to structure and other
factors on the value of the Notes.  Accordingly, prospective investors should
consult their own financial and legal advisors as to the risks entailed by an
investment in the Notes and the suitability of investing in such Notes in
light of their particular circumstances.

                             DESCRIPTION OF NOTES

         The Notes will be issued as a series of Debt Securities under an
Indenture, dated as of ____________, 1997, as amended, supplemented or
modified from time to time (the "Indenture"), between the Company and Bank One
Trust Company, N.A., as trustee (together with any successor in such capacity,
the "Trustee").  The Indenture is subject to, and governed by, the Trust
Indenture Act of 1939, as amended.  The following summary of certain
provisions of the Notes and the Indenture does not purport to be complete and
is qualified in its entirety by reference to the actual provisions of the
Notes and the Indenture. Capitalized terms used but not otherwise defined
herein have the meanings given to them in the accompanying Prospectus, the
Notes or the Indenture, as the case may be.  The term "Debt Securities," as
used in this Prospectus Supplement, refers to all debt securities, including
the Notes, issued and issuable from time to time under the Indenture.  The
following description of Notes will apply to each Note offered hereby unless
otherwise specified in the applicable Pricing Supplement.

GENERAL

         All Debt Securities, including the Notes, issued and to be issued
under the Indenture will be direct, unsecured obligations of the Company and
will rank equally with each other and with all other unsecured and
unsubordinated indebtedness of the Company that currently is outstanding or
that may

                                     S-5


from time to time be outstanding.  The Indenture does not limit the aggregate
initial offering price of Debt Securities that may be issued thereunder, and
Debt Securities may be issued thereunder from time to time in one or more
series up to the aggregate initial offering price from time to time authorized
by the Company for each series.  The Company may, from time to time, without
the consent of the Holders of the Notes, provide for the issuance of Notes or
other Debt Securities under the Indenture in addition to the $150,000,000
aggregate initial offering price of Notes offered hereby.

         The Notes are currently limited to an aggregate initial offering
price of up to $150,000,000.  The Notes will be offered from time to time on a
continuous basis and will mature on any day nine months or more from their
date of issue (the "Stated Maturity Date"), as specified in the applicable
Pricing Supplement, unless the principal thereof (or any installment of
principal thereof) becomes due and payable prior to the Stated Maturity Date,
whether by the declaration of acceleration of maturity, notice of redemption
at the option of the Company, if applicable, notice of the Holder's option to
elect repayment, if applicable, or otherwise (the Stated Maturity Date or such
prior date, as the case may be, is herein referred to as the "Maturity Date"
with respect to the principal of such Note repayable on such date).  Unless
otherwise specified in the applicable Pricing Supplement, interest-bearing
Notes will either be Fixed Rate Notes or Floating Rate Notes, as specified in
the applicable Pricing Supplement.  The Company may also issue Discount Notes,
Indexed Notes and Amortizing Notes (as such terms are hereinafter defined).

         Interest rates offered by the Company with respect to the Notes may
differ depending upon, among other factors, the aggregate principal amount of
Notes purchased in any single transaction.  Notes with different variable
terms other than interest rates may also be offered concurrently to different
investors.  Interest rates or formulas and other terms of Notes are subject to
change by the Company from time to time, but no such change will affect any
Note previously issued or as to which an offer to purchase has been accepted
by the Company.

         Each Note will be issued as a Book-Entry Note represented by one or
more fully registered Global Securities or as a fully registered Certificated
Note.  The minimum denominations of each Note will be $1,000 and integral
multiples of $1,000 in excess thereof, unless otherwise specified in the
applicable Pricing Supplement.  The Notes will be denominated in, and payments
of principal, premium, if any, and/or interest, if any, in respect thereof
will be made in, United States dollars. References herein to "United States
dollars," "U.S. dollars" or "$" are to the lawful currency of the United
States of America (the "United States").

         Payments of principal of, and premium, if any, and interest, if any,
on, Book-Entry Notes will be made by the Company through the Trustee to the
Depository.  See "DESCRIPTION OF NOTES--Book-Entry Notes."  In the case of
Certificated Notes, payment of principal and premium, if any, due on the
Maturity Date will be made in immediately available funds upon presentation
and surrender thereof at the office or agency maintained by the Company for
such purpose in the Borough of Manhattan, The City of New York (or, in the
case of any repayment on an Optional Repayment Date, upon presentation of such
Certificated Note and a duly completed election form in accordance with the
provisions described below), which is currently the corporate trust office of
the Trustee located

                                     S-6


initially at _________________________________, New York, New York ________.
Payment of interest due on the Maturity Date of each Certificated Note will be
made to the person to whom payment of the principal and premium, if any, will
be made.  Payment of interest due on each Certificated Note on any Interest
Payment Date (as hereinafter defined) other than the Maturity Date will be
made at the office or agency referred to above maintained by the Company for
such purpose or, at the option of the Company, may be made by check mailed to
the address of the Holder entitled thereto as such address will appear in the
Security Register of the Company. Notwithstanding the foregoing, a Holder of
$10,000,000 or more in aggregate principal amount of Certificated Notes
(whether having identical or different terms and provisions) will be entitled
to receive interest payments, if any, on any Interest Payment Date other than
the Maturity Date by wire transfer of immediately available funds if
appropriate wire transfer instructions have been received in writing by the
Trustee not less than 15 days prior to such Interest Payment Date.  Any such
wire transfer instructions received by the Trustee will remain in effect until
revoked by such Holder.

         As used herein, "Business Day" means any day, other than a Saturday
or Sunday, that is not a day on which banking institutions are authorized or
required by law, regulation or executive order to close in The City of New
York; provided, however, that, with respect to Notes as to which LIBOR is an
applicable Interest Rate Basis, such day is also a London Business Day.
"London Business Day" means any day on which dealings in United States dollars
are transacted in the London interbank market.

         Book-Entry Notes may be transferred or exchanged only through the
Depository.  See "DESCRIPTION OF NOTES--Book-Entry Notes."  Registration of
transfer or exchange of Certificated Notes will be made at the office or
agency maintained by the Company for such purpose in the Borough of Manhattan,
The City of New York, which is currently the corporate trust office of the
Trustee located at __________________,  New York, New York  __________.  No
service charge will be made by the Company or the Trustee for any such
registration of transfer or exchange of Notes, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection therewith (other than exchanges pursuant to the
Indenture not involving any transfer).

         The satisfaction and discharge and covenant defeasance provisions
contained in the Indenture will apply to the Notes.

         Notwithstanding any provisions described in this Prospectus
Supplement to the contrary, if a Note specifies that an Addendum is attached
thereto or that "Other/Additional Provisions" apply, such Note will be subject
to the terms specified in such Addendum or "Other/Additional Provisions," as
the case may be, and will be described in the applicable Pricing Supplement.

REDEMPTION AT THE OPTION OF THE COMPANY

         Unless otherwise specified in the applicable Pricing Supplement, the
Notes will not be subject to any sinking fund. The Notes will be redeemable at
the option of the Company prior to the Stated

                                     S-7


Maturity Date only if an Initial Redemption Date is specified in the
applicable Pricing Supplement.  If so specified, the Notes will be subject to
redemption at the option of the Company on any date on and after the
applicable Initial Redemption Date, in whole or from time to time in part, in
increments of $1,000 or such other minimum denomination specified in such
Pricing Supplement (provided that any remaining principal amount thereof will
be at least $1,000 or such minimum denomination), at the applicable Redemption
Price (as hereinafter defined), together with unpaid interest accrued thereon
to the date of redemption, on written notice given to the Holders thereof at
least 30 but not more than 60 calendar days prior to the date of redemption
and in accordance with the provisions of the Indenture.  "Redemption Price,"
with respect to a Note, means an amount equal to the Initial Redemption
Percentage specified in the applicable Pricing Supplement (as adjusted by the
Annual Redemption Percentage Reduction, if applicable) multiplied by the
unpaid principal amount to be redeemed.  The Initial Redemption Percentage, if
any, applicable to a Note will decline at each anniversary of the Initial
Redemption Date by an amount equal to the applicable Annual Redemption
Percentage Reduction, if any, until the Redemption Price is equal to 100% of
the unpaid principal amount to be redeemed.  For a discussion of the
redemption of Discount Notes, see "DESCRIPTION OF NOTES--Discount Notes."

REPAYMENT AT THE OPTION OF THE HOLDER

         The Notes will be repayable by the Company at the option of the
Holders thereof prior to the Stated Maturity Date only if one or more Optional
Repayment Dates are specified in the applicable Pricing Supplement.  If so
specified, the Notes will be subject to repayment at the option of the Holders
thereof on any Optional Repayment Date, in whole or from time to time in part,
in increments of $1,000 or such other minimum denomination specified in the
applicable Pricing Supplement (provided that any remaining principal amount
thereof will be at least $1,000 or such other minimum denomination), at a
repayment price equal to 100% of the unpaid principal amount to be repaid,
together with unpaid interest accrued thereon to the date of repayment. For
any Note to be repaid, such Note must be received, together with the form
thereon entitled "Option to Elect Repayment" duly completed, by the Trustee at
its office maintained for such purpose in the Borough of Manhattan, The City
of New York, currently the corporate trust office of the Trustee located at
__________________,  New York, New York  __________ (or such other address of
which the Company will from time to time notify the Holders), at least 30 but
not more than 60 calendar days prior to the date of repayment.  Exercise of
such repayment option by the Holder will be irrevocable.  For a discussion of
the repayment of Discount Notes, see "DESCRIPTION OF NOTES--Discount Notes."

         Only the Depository may exercise the repayment option in respect of
Global Securities representing Book-Entry Notes. Accordingly, Beneficial
Owners (as hereinafter defined) of Global Securities that desire to have all
or any portion of the Book-Entry Notes represented by such Global Securities
repaid must instruct the Participant (as hereinafter defined) through which
they own their interest to direct the Depository to exercise the repayment
option on their behalf by delivering the related Global Security and duly
completed election form to the Trustee as set forth above.  In order to ensure
that such Global Security and election form are received by the Trustee on a
particular day,

                                     S-8


the applicable Beneficial Owner must so instruct the Participant through which
it owns its interest before such Participant's deadline for accepting
instruction for that day.  Different firms may have different deadlines for
accepting instructions from their customers. Accordingly, Beneficial Owners
should consult the Participants through which they own their interest for the
respective deadlines for such Participants. All instructions given to
Participants from Beneficial Owners of Global Securities relating to the
option to elect repayment will be irrevocable.  In addition, at the time such
instructions are given, each such Beneficial Owners will cause the Participant
through which it owns its interest to transfer such Beneficial Owner's
interest in the Global Security or Securities representing the related
Book-Entry Notes, on the Depository's records, to the Trustee. See
"DESCRIPTION OF NOTES--Book-Entry Notes."

         If applicable, the Company will comply with the requirements of
Section 14(e) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and Rule 14e-1 of the rules promulgated thereunder, and any
other securities laws or regulations in connection with any such repayment.

         The Company may at any time purchase Notes at any price or prices in
the open market or otherwise.  Notes so purchased by the Company may, at the
discretion of the Company, be held, resold or surrendered to the Trustee for
cancellation.

INTEREST

         General

         Unless otherwise specified in the applicable Pricing Supplement, each
interest-bearing Note will bear interest from its date of issue at the rate
per annum, in the case of a Fixed Rate Note, or pursuant to the interest rate
formula, in the case of a Floating Rate Note, in each case as specified in the
applicable Pricing Supplement, until the principal thereof is paid or duly
made available for payment.  Unless otherwise specified in the applicable
Pricing Supplement, interest payments with respect to Fixed Rate Notes and
Floating Rate Notes will be made in an amount equal to the interest accrued
from and including the immediately preceding Interest Payment Date in respect
of which interest has been paid or fully made available for payment (or from
and including the date of issue, if no interest has been paid or duly made
available for payment with respect to the applicable Note) to but excluding
the applicable Interest Payment Date or the Maturity Date, as the case may be
(each, an "Interest Period").

         Interest on Fixed Rate Notes and Floating Rate Notes will be payable
in arrears on each Interest Payment Date and on the Maturity Date.  Unless
otherwise specified in the applicable Pricing Supplement, the first payment of
interest on any such Note originally issued between a Regular Record Date (as
hereinafter defined) and the related Interest Payment Date will be made on the
Interest Payment Date immediately following the next succeeding Regular Record
Date to the Holder on such next succeeding Regular Record Date.  Unless
otherwise specified in the applicable Pricing

                                     S-9


Supplement, a "Regular Record Date" will be the fifteenth calendar day
(whether or not a Business Day) immediately preceding the related Interest
Payment Date.

         Fixed Rate Notes

         Unless otherwise specified in the applicable Pricing Supplement,
interest on Fixed Rate Notes will be payable on February 15 and August 15 of
each year (each, an "Interest Payment Date" with respect to Fixed Rate Notes)
and on the Maturity Date.  Unless otherwise specified in the applicable
Pricing Supplement, interest on Fixed Rate Notes will be computed on the basis
of a 360-day year of twelve 30-day months.

         If any Interest Payment Date or the Maturity Date of a Fixed Rate
Note falls on a day that is not a Business Day, the required payment of
principal, premium, if any, and/or interest will be made on the next
succeeding Business Day with the same force and effect as if made on the date
such payment was due, and no interest will accrue on such payment for the
period from and after such Interest Payment Date or the Maturity Date, as the
case may be, to the date of such payment on the next succeeding Business Day.

         Floating Rate Notes

         Interest on Floating Rate Notes will be determined by reference to
the applicable Interest Rate Basis or Interest Rate Bases, which may, as
described below, include (i) the CD Rate, (ii) the CMT Rate, (iii) the
Commercial Paper Rate, (iv) the Eleventh District Cost of Funds Rate, (v) the
Federal Funds Rate, (vi) LIBOR, (vii) the Prime Rate, (viii) the Treasury
Rate, or (ix) such other Interest Rate Basis or interest rate formula as may
be specified in the applicable Pricing Supplement; provided, however, that the
interest rate in effect on a Floating Rate Note for the period, if any, from
the date of issue to the first Interest Reset Date (as hereinafter defined)
will be the Initial Interest Rate; provided, further, that with respect to a
Floating Rate/Fixed Rate Note, the interest rate in effect for the period
commencing on the Fixed Rate Commencement Date to the Maturity Date will be
the Fixed Interest Rate, if such rate is specified in the applicable Pricing
Supplement or, if no such Fixed Interest Rate is specified, the interest rate
in effect thereon on the day immediately preceding the Fixed Rate Commencement
Date.  The applicable Pricing Supplement will specify certain terms with
respect to which each Floating Rate Note is being delivered, including:
whether such Floating Rate Note is a "Regular Floating Rate Note," a "Floating
Rate/Fixed Rate Note" or an "Inverse Floating Rate Note," the Fixed Rate
Commencement Date, if applicable, Fixed Interest Rate, if applicable, Interest
Rate Basis or Bases, Initial Interest Rate, if any, Initial Interest Reset
Date, Interest Reset Dates, Interest Payment Period and Dates, Index Maturity,
Maximum Interest Rate and/or Minimum Interest Rate, if any, and Spread and/or
Spread Multiplier, if any, as such terms are defined below.  If one or more of
the applicable Interest Rate Bases is LIBOR or the CMT Rate, the applicable
Pricing Supplement will also specify the Designated LIBOR Page or the
Designated CMT Maturity Index and Designated CMT Telerate Page, respectively,
as such terms are defined below.

         The interest rate borne by the Floating Rate Notes will be determined
as follows:

                                     S-10


                 (i)      Unless such Floating Rate Note is designated as a
         "Floating Rate/Fixed Rate Note" or an "Inverse Floating  Rate Note",
         or as having an Addendum attached or having "Other/Additional
         Provisions" apply, in each case relating to a different interest rate
         formula, such Floating Rate Note will be designated as a "Regular
         Floating Rate Note" and, except as described below or in the
         applicable Pricing Supplement, will bear interest at the rate
         determined by reference to the applicable Interest Rate Basis or
         Bases (a) plus or minus the applicable Spread, if any, and/or (b)
         multiplied by the applicable Spread Multiplier, if any.  Commencing
         on the Initial Interest Reset Date, the rate at which interest on
         such Regular Floating Rate Note will be payable will be reset as of
         each Interest Reset Date; provided, however, that the interest rate
         in effect for the period, if any, from the date of issue to the
         Initial Interest Reset Date will be the Initial Interest Rate.

                 (ii)     If such Floating Rate is designated as a "Floating
         Rate/Fixed Rate Note," then, except as described below or in the
         applicable Pricing Supplement, such Floating Rate Note will bear
         interest at the rate determined by reference to the applicable
         Interest Rate Basis or Bases (a) plus or minus the applicable Spread,
         if any, and/or (b) multiplied by the applicable Spread Multiplier, if
         any.  Commencing on the Initial Interest Reset Date, the rate at
         which interest on such Floating Rate/Fixed Rate Note will be payable
         will be reset as of each Interest Reset Date; provided, however, that
         (y) the interest rate in effect for the period, if any, from the date
         of issue to the Initial Interest Reset Date will be the Initial
         Interest Rate and (z) the interest rate in effect for the period
         commencing on the Fixed Rate Commencement Date to the Maturity Date
         will be the Fixed Interest Rate, if such rate is specified in the
         applicable Pricing Supplement or, if no such Fixed Interest Rate is
         specified, the interest rate in effect thereon on the date
         immediately preceding the Fixed Rate Commencement Date.

                 (iii)    If such Floating Rate Note is designated as an
         "Inverse Floating Rate Note," then, except as described below or in
         the applicable Pricing Supplement, such Floating Rate Note will bear
         interest at the Fixed Interest Rate minus the rate determined by
         reference to the applicable Interest Rate Basis or Bases (a) plus or
         minus the applicable Spread, if any, and/or (b) multiplied by the
         applicable Spread Multiplier, if any; provided, however, that, unless
         otherwise specified in the applicable Pricing Supplement, the
         interest rate thereon will not be less than zero.  Commencing on the
         Initial Interest Reset Date, the rate at which interest on such
         Inverse Floating Rate will be payable will be reset as of each
         Interest Reset Date; provided, however, that the interest rate in
         effect for the period, if any, from the date of issue to the Initial
         Interest Reset Date will be the Initial Interest Rate.

         The "Spread" is the number of basis points to be added to or
subtracted from the related Interest Rate Basis or Bases applicable to such
Floating Rate Note.  The "Spread Multiplier" is the percentage of the related
Interest Rate Basis or Bases applicable to such Floating Rate Note by which
such Interest Rate Basis or Bases will be multiplied to determine the
applicable interest rate on such Floating Rate Note.  The "Index Maturity" is
the period to maturity of the instrument or obligation with respect to which
the related Interest Rate Basis or Bases will be calculated.

                                     S-11


         Unless otherwise specified in the applicable Pricing Supplement, the
interest rate with respect to each Interest Rate Basis will be determined in
accordance with the applicable provisions below.  Except as set forth above or
in the applicable Pricing Supplement, the interest rate in effect on each day
will be (i) if such day is an Interest Reset Date, the interest rate
determined as of the Interest Determination Date (as hereinafter defined)
immediately preceding such Interest Reset Date or (ii) if such day is not an
Interest Reset Date, the interest rate determined as of the Interest
Determination Date immediately preceding the most recent Interest Reset Date.

         The applicable Pricing Supplement will specify whether the rate of
interest on the related Floating Rate Note will be reset daily, weekly,
monthly, quarterly, semiannually or annually or on such other specified basis
(each, an "Interest Reset Period") and the dates on which such rate of
interest will be reset (each, an "Interest Reset Date").  Unless otherwise
specified in the applicable Pricing Supplement, the Interest Reset Dates will
be, in the case of Floating Rate Notes which reset:  (i) daily, each Business
Day; (ii) weekly, the Wednesday of each week (with the exception of weekly
reset Floating Rate Notes as to which the Treasury Rate is an applicable
Interest Rate Basis, which will reset the Tuesday of each week, except as
described below); (iii) monthly, the third Wednesday of each month (with the
exception of monthly reset Floating Rate Notes as to which the Eleventh
District Cost of Funds Rate is an applicable Interest Rate Basis, which will
reset on the first calendar day of the month; (iv) quarterly, the third
Wednesday of March, June, September and December of each year; (v)
semiannually, the third Wednesday of the two months specified in the
applicable Pricing Supplement; and (iv) annually, the third Wednesday of the
month specified in the applicable Pricing Supplement; provided however, that,
with respect to Floating Rate/Fixed Rate Notes, the rate of interest thereon
will not reset after the applicable Fixed Rate Commencement Date.  If any
Interest Reset Date for any Floating Rate Note would otherwise be a day that
is not a Business Day, such Interest Reset Date will be postponed to the next
succeeding Business Day, except that in the case of a Floating Rate Note as to
which LIBOR is an applicable Interest Rate Basis and such Business Day falls
in the next succeeding calendar month, such Interest Reset Date will be the
immediately preceding Business Day.

         The interest rate applicable to each Interest Reset Period commencing
on the related Interest Reset Date will be the rate determined by the
Calculation Agent as of the applicable Interest Determination Date and
calculated on or prior to the Calculation Date (as  hereinafter defined),
except with respect to LIBOR and the Eleventh District Cost of Funds Rate,
which will be calculated on such Interest Determination Date.  The "Interest
Determination Date" with respect to the CD Rate, the CMT Rate, the Commercial
Paper Rate, the Federal Funds  Rate and the Prime Rate will be on the second
Business Day immediately preceding the applicable Interest Reset Date; the
"Interest Determination Date" with respect to the Eleventh District Cost of
Funds Rate will be the last working day of the month immediately preceding the
applicable Interest Reset Date on which the Federal Home Loan Bank of San
Francisco (the "FHLB of San Francisco") publishes the Index (as hereinafter
defined); and the "Interest Determination Date" with respect to LIBOR will be
the second London Business Day immediately preceding the applicable Interest
Reset Date.  With respect to the Treasury Rate, the "Interest Determination
Date" will be the day in the week in which the applicable Interest Reset Date
falls on which day Treasury Bills (as hereinafter defined) are normally
auctioned (Treasury

                                     S-12


Bills are normally sold at an auction held on Monday of each week, unless that
day is a legal holiday, in which case the auction is normally held on the
following Tuesday, except that such auction may be held on the preceding
Friday); provided, however, that if an auction is held on the Friday of the
week preceding the applicable Interest Reset Date, the "Interest Determination
Date" will be such preceding Friday; provided, further, that if the Interest
Determination Date would otherwise fall on an Interest Reset date, then such
Interest Reset Date will be postponed to the next succeeding Business Day. The
"Interest Determination Date" pertaining to a Floating Rate Note the interest
rate of which is determined by reference to two or more Interest Rate Bases
will be the most recent Business Day which is at least two Business Days prior
to the applicable Interest Reset Date for such Floating Rate Note on which
each Interest Rate Basis is determinable.  Each Interest Rate Basis will be
determined as of such date, and the applicable interest rate will take effect
on the applicable Interest Reset Date.

         Notwithstanding the foregoing, a Floating Rate Note may also have
either or both of the following:  (i) a Maximum Interest Rate, or ceiling,
that may accrue during any Interest Period and (ii) a Minimum Interest Rate,
or floor, that may accrue during any Interest Period.  In addition to any
Maximum Interest Rate that may apply to any Floating Rate Note, the interest
rate on Floating Rate Notes will in no event be higher than the maximum rate
permitted by Indiana law, as the same may be modified by United States law of
general application.

         Except as provided below or in the applicable Pricing Supplement,
interest will be payable, in the case of Floating Rate Notes which reset, as
the case may be:  (i) daily, weekly or monthly, on the third Wednesday of each
month or on the third Wednesday of March, June, September and December of each
year, as specified in the applicable Pricing Supplement; (ii) quarterly, on
the third Wednesday of March, June, September and December of each year; (iii)
semiannually, on the third Wednesday of the two months of each year specified
in the applicable Pricing Supplement; and (iv) annually, on the third
Wednesday of the month of each year specified in the applicable Pricing
Supplement (each, an "Interest Payment Date" with respect to Floating Rate
Notes) and, in each case, on the Maturity Date.  If any Interest Payment Date
other than the Maturity Date for any Floating Rate Note would otherwise be a
day that is not a Business Day, such Interest Payment Date will be postponed
to the next succeeding Business Day, except in the case of a Floating Rate
Note as to which LIBOR is an applicable Interest Rate Basis and such Business
Day falls in the next succeeding calendar month, such Interest Payment Date
will be the immediately preceding Business Day.  If the Maturity Date of a
Floating Rate Note falls on a day that is not a Business Day, the required
payment of principal, premium, if any, and interest will be made on the next
succeeding Business Day with the same force and effect as if made on the date
such payment was due, and no interest will accrue on such payment for the
period from and after the Maturity Date to the date of such payment on the
next succeeding Business Day.

         All percentages resulting from any calculation on Floating Rate Notes
will be rounded to the nearest one hundred- thousandth of a percentage point,
with five one-millionths of a percentage point rounded upwards (e.g.,
9.876545%, or .09876545, would be rounded to 9.87655%, or 9.87655), and

                                     S-13


all dollar amounts used in or resulting from such calculation on Floating Rate
Notes will be rounded to the nearest cent (with one-half cent rounded upward).

         With respect to each Floating Rate Note, accrued interest is
calculated by multiplying its principal amount by an accrued interest factor.
Such accrued interest factor is computed by adding the interest factor
calculated for each day in the applicable Interest Period.  Unless otherwise
specified in the applicable Pricing Supplement, the interest factor for each
such day will be computed by dividing the interest rate applicable to such day
by 360, in the case of Floating Rate Notes for which an applicable Interest
Rate Basis is the CD Rate, the Commercial Paper Rate, the Eleventh District
Cost of Funds Rate, the Federal Funds Rate, LIBOR or the Prime Rate, or by the
actual number of days in the year in the case of Floating Rate Notes for which
an applicable Interest Rate Basis is the CMT Rate or the Treasury Rate.
Unless otherwise specified in the applicable Pricing Supplement, the interest
factor for Floating Rate Notes for which the interest rate is calculated with
reference to two or more Interest Rate Bases will be calculated in each period
in the same manner as if only the applicable Interest Rate Basis specified in
the applicable Pricing Supplement applied.

         Unless otherwise specified in the applicable Pricing Supplement,
____________________ will be the "Calculation Agent." Upon request of the
Holder of any Floating Rate Note, the Calculation Agent will disclose the
interest rate then in effect and, if determined, the interest rate that will
become effective as a result of a determination made for the next succeeding
Interest Reset Date with respect to such Floating Rate Note.  Unless otherwise
specified in the applicable Pricing Supplement, the "Calculation Date,"  if
applicable, pertaining to any Interest Determination Date will be the earlier
of (i) the tenth calendar day after such Interest Determination Date or, if
such day is not a Business Day, the next succeeding Business Day or (ii) the
Business Day immediately preceding the applicable Interest Payment Date or the
Maturity Date, as the case may be.

         Unless otherwise specified in the applicable Pricing Supplement, the
Calculation Agent will determine each Interest Rate Basis in accordance with
the following provisions.

         CD Rate.  Unless otherwise specified in the applicable Pricing
Supplement, "CD Rate" means, with respect to any Interest Determination Date
relating to a Floating Rate Note for which the interest rate is determined
with reference to the CD Rate (a "CD Rate Interest Determination Date"), the
rate on such date for negotiable United States dollar certificates of deposit
having the Index Maturity specified in the applicable Pricing Supplement as
published by the Board of Governors of the Federal Reserve System in
"Statistical Release H.15(519), Selected Interest Rates" or any successor
publication ("H.15(519)") under the heading "CDs (Secondary Market)," or, if
not published by 3:00 P.M., New York City time, on the related Calculation
Date, the rate on such CD Rate Interest Determination Date for negotiable
United States dollar certificates of deposit of the Index Maturity specified
in the applicable Pricing Supplement as published by the Federal Reserve Bank
of New York in its daily statistical release "Composite 3:30 P.M. Quotations
for United States Government Securities" or any successor publication
("Composite Quotations") under the heading "Certificates of Deposit."  If such
rate is not yet published in either H.15(519) or Composite Quotations by 3:00
P.M., New York City time, on the related Calculation Date, then the CD Rate on
such CD Rate

                                     S-14


Interest Determination Date will be calculated by the Calculation Agent and
will be the arithmetic mean of the secondary market offered rates as of 10:00
A.M., New York City time, on such CD Rate Interest Determination Date, of
three leading nonbank dealers in negotiable United States dollar certificates
of deposit in The City of New York  (which may include the Agent or its
affiliates) selected by the Calculation Agent after consultation with the
Company for negotiable United States dollar certificates of deposit of major
United States money market banks with a remaining maturity closest to the
Index Maturity specified in the applicable Pricing Supplement in an amount
that is representative for a single transaction in that market at that time;
provided, however, that if the dealers so selected by the Calculation Agent
are not quoting as mentioned in this sentence, the CD Rate determined as of
such CD Rate Interest Determination Date will be the CD Rate in effect on such
CD Rate Interest Determination Date.

         CMT Rate.  Unless otherwise specified in the applicable Pricing
Supplement, "CMT Rate" means, with respect to any Interest Determination
relating to a Floating Rate Note for which the interest rate is determined
with reference to the CMT Rate (a "CMT Rate Interest Determination Date"), the
rate displayed on the Designated CMT Telerate Page under the caption ". .  .
Treasury Constant Maturities  .  .  .  Federal Reserve Board Release H.15  . .
 .  Mondays approximately 3:45 P.M.," under the column for the Designated CMT
Maturity Index for (i) if the Designated CMT Telerate Page is 7055, the rate
on such CMT Rate Interest Determination Date and (ii) if the Designated CMT
Telerate Page is 7052, the weekly or monthly average, as specified in the
applicable Pricing Supplement, for the week or the month, as applicable, ended
immediately preceding the week or the month, as applicable, in which the
related CMT Rate Interest Determination Date occurs.  If such rate is no
longer displayed on the relevant page or is not displayed by 3:00 P.M., New
York City time, on the related Calculation Date, then the CMT Rate on such CMT
Rate Interest Determination Date will be such treasury constant maturity rate
for the Designated CMT Maturity Index as published in the relevant H.15(519).
If such rate is no longer published or is not published by 3:00 P.M., New York
City time, on the related Calculation Date, then the CMT Rate on such CMT Rate
Interest Determination Date will be such treasury constant maturity rate for
the Designated CMT Maturity Index (or other United States Treasury rate for
the Designated CMT Maturity Index) for the CMT Rate Interest Determination
Date with respect to such Interest Reset Date as may then be published by
either the Board of Governors of the Federal Reserve System or the United
States Department of the Treasury that the Calculation Agent determines to be
comparable to the rate formerly displayed on the Designated CMT Telerate Page
and published in the relevant H.15(519).  If such information is not provided
by 3:00 P.M., New York City time, on the related Calculation Date, then the
CMT Rate on the CMT Rate Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity, based on the arithmetic
mean of the secondary market closing offer side prices as of approximately
3:30 P.M., New York City time, on such CMT Rate Interest Determination Date
reported, according to their written records, by three leading primary United
States government securities dealers in The City of New York (which may
include the Agent or its affiliates) (each, a "Reference Dealer") selected by
the Calculation Agent (from five such Reference Dealers selected by the
Calculation Agent after consultation with the Company and eliminating the
highest quotation (or, in the event of quotation equality, one of the highest)
and the lowest quotation (or, in the event of quotation equality, one of the
lowest)), for the most recently

                                     S-15


issued direct noncallable fixed rate obligations of the United States
("Treasury Notes") with an original maturity of approximately the Designated
CMT Maturity Index and a remaining term to maturity of not less than such
Designated CMT Maturity Index minus one year. If the Calculation Agent is
unable to obtain three such Treasury Note quotations, the CMT Rate on such CMT
Rate Interest Determination Date will be calculated by the Calculation Agent
and will be a yield to maturity based on the arithmetic mean of the secondary
market closing offer side prices as of approximately 3:30 P.M., New York City
time, on such CMT Rate Interest Determination Date of three Reference Dealers
in The City of New York (from five such Reference Dealers selected by the
Calculation Agent after consultation with the Company and eliminating the
highest quotation (or, in the event of quotation equality, one of the highest)
and the lowest quotation (or, in the event of quotation equality, one of the
lowest)), for Treasury Notes with an original maturity of the number of years
that is the next highest to the Designated CMT Maturity Index and a remaining
term to maturity closest to the Designated CMT Maturity Index and in an amount
of at least $100 million.  If three or four (and not five) of such Reference
Dealers are quoting as described above, then the CMT Rate will be based on the
arithmetic mean of the offer prices obtained and neither the highest nor the
lowest of such quotes will be eliminated; provided, however, that if fewer
than three Reference Dealers so selected by the Calculation Agent are quoting
as mentioned herein, the CMT Rate determined as of such CMT Rate Interest
Determination Date will be the CMT Rate in effect on such CMT Rate Interest
Determination Date.  If two Treasury Notes with an original maturity as
described in the second preceding sentence have remaining terms to maturity
equally close to the Designated CMT Maturity Index, the Calculation Agent will
obtain quotations for the Treasury Note with the shorter remaining term to
maturity.

         "Designated CMT Telerate Page" means the display on the Dow Jones
Telerate Service (or any successor service) on the page specified in the
applicable Pricing Supplement (or any other page as may replace such page on
that service for the purpose of displaying Treasury Constant Maturities as
reported in H.15(519)) for the purpose of displaying Treasury Constant
Maturities as reported in H.15(519).  If no such page is specified in the
applicable Pricing Supplement, the Designated CMT Telerate Page will be 7052
for the most recent week.

         "Designated CMT Maturity Index" means the original period to maturity
of the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified in the applicable Pricing Supplement with respect to which the CMT
Rate will be calculated or, if no such maturity is specified in the applicable
Pricing Supplement, the Designated CMT Maturity Index will be 2 years.

         Commercial Paper Rate.  Unless otherwise specified in the applicable
Pricing Supplement, "Commercial Paper Rate" means, with respect to any
Interest Determination Date relating to a Floating Rate Note for which the
interest rate is determined with reference to the Commercial Paper Rate (a
"Commercial Paper Rate Interest Determination Date"), the Money Market Yield
(as hereinafter defined) on such date of the rate for commercial paper having
the Index Maturity specified in the applicable Pricing Supplement as published
in H.15(519) under the heading "Commercial Paper."  In the event that such
rate is not published by 3:00 P.M., New York City time, on the applicable
Calculation Date, then the Commercial Paper Rate on such Commercial Paper Rate

                                     S-16


Interest Determination Date will be the Money Market Yield of the rate for
commercial paper having the Index Maturity specified in the applicable Pricing
Supplement as published in Composite Quotations under the heading "Commercial
Paper" (with an Index Maturity of one month or three months being deemed to be
equivalent to an Index Maturity of 30 days or 90 days, respectively).  If such
rate is not yet published in either H.15(519) or Composite Quotations by 3:00
P.M., New York City time, on the related Calculation Date, then the Commercial
Paper Rate on such Commercial Paper Rate Interest Determination Date will be
calculated by the Calculation Agent and will be the Money Market Yield of the
arithmetic mean of the offered rates at approximately 11:00 A.M., New York
City time, on such Commercial Paper Rate Interest Determination Date of three
leading dealers of commercial paper in The City of New York (which may include
the Agent or its affiliates) selected by the Calculation Agent, after
consultation with the Company, for commercial paper having the Index Maturity
specified in the applicable Pricing Supplement placed for an industrial issuer
whose bond rating is "AA", or the equivalent, from a nationally recognized
statistical rating organization; provided, however, that if the dealers so
selected by the Calculation Agent after consultation with the Company are not
quoting as mentioned in this sentence, the Commercial Paper Rate determined as
of such Commercial Paper Rate Interest Determination Date will be the
Commercial Paper Rate in effect on such Commercial Paper Rate Interest
Determination Date.

         "Money Market Yield" means a yield (expressed as a percentage)
calculated in accordance with the following formula:

             Money Market Yield   =        D x 360       x   100
                                     -------------------
                                        360 - (D x M)

where "D" refers to the applicable per annum rate for commercial paper quoted
on a bank discount basis and expressed as a decimal, and "M" refers to the
actual number of days in the applicable Interest Period for which interest is
being calculated.

         Eleventh District Cost of Funds Rate.  Unless otherwise specified in
the applicable Pricing Supplement, "Eleventh District Cost of Funds Rate"
means, with respect to any Interest Determination Date relating to a Floating
Rate Note for which the interest rate is determined with reference to the
Eleventh District Cost of Funds Rate (an "Eleventh District Cost of Funds Rate
Interest Determination Date"), the rate equal to the monthly weighted average
cost of funds for the calendar month immediately preceding the month in which
such Eleventh District Cost of Funds Rate Interest Determination Date falls,
as set forth under the caption "11th District" on Telerate Page 7058 as of
11:00 A.M., San Francisco time, on such Eleventh District Cost of Funds Rate
Interest Determination Date.  If such rate does not appear on Telerate Page
7058 on such Eleventh District Cost of Funds Rate Interest Determination Date,
then the Eleventh District Cost of Funds Rate on such Eleventh District Cost
of Funds Rate Interest Determination Date will be the monthly weighted average
cost of funds paid by member institutions of the Eleventh Federal Home Loan
Bank District that was most recently announced (the "Index") by the FHLB of
San Francisco as such cost of funds for the calendar month immediately
preceding such Eleventh District Cost of Funds Rate Interest Determination
Date.  If the FHLB of San Francisco fails to announce the Index on or prior to
such

                                     S-17


Eleventh District Cost of Funds Rate Interest Determination Date for the
calendar month immediately preceding such Eleventh District Cost of Funds Rate
Interest Determination Date, the Eleventh District Cost of Funds Rate
determined as of such Eleventh District Cost of Funds Rate Interest
Determination Date will be the Eleventh District Cost of Funds Rate in effect
on such Eleventh District Cost of Funds Rate Determination Date.

         Federal Funds Rate.  Unless otherwise specified in the applicable
Pricing Supplement, "Federal Funds Rate" means, with respect to any Interest
Determination Date relating to a Floating Rate Note for which the interest
rate is determined with reference to the Federal Funds Rate (a "Federal Funds
Rate Interest Determination Date"), the rate on such date for United States
dollar federal funds as published in H.15(519) under the heading "Federal
Funds (Effective)" or, if not published by 3:00 P.M., New York City time, on
the related Calculation Date, the rate on such Federal Funds Rate Interest
Determination Date as published in Composite Quotations under the heading
"Federal Funds/Effective Rate."  If such rate is not published in either
H.15(519) or Composite Quotations by 3:00 P.M., New York City time, on the
related Calculation Date, then the Federal Funds Rate on such Federal Funds
Rate Interest Determination Date will be calculated by the Calculation Agent
and will be the arithmetic mean of the rates for the last transaction in
overnight United States federal funds arranged by three leading brokers of
federal funds transactions in The City of New York (which may include the
Agent or its affiliates) selected by the Calculation Agent after consultation
with the Company prior to 9:00 A.M., New York City time, on such Federal Funds
Rate Interest Determination Date; provided, however, that if the brokers so
selected by the Calculation Agent are not quoting as mentioned in this
sentence, the Federal Funds Rate determined as of such Federal Funds Rate
Interest Determination Date will be the Federal Funds Rate in effect on such
Federal Funds Rate Interest Determination Date.

         LIBOR.  Unless otherwise specified in the applicable Pricing
Supplement, "LIBOR" means the rate determined in accordance with the following
provisions:

                 (i)      With respect to any Interest Determination Date
         relating to a Floating Rate Note for which the interest rate is
         determined with reference to LIBOR (a "LIBOR Interest Determination
         Date"), LIBOR will be either: (a) if "LIBOR Reuters" is specified in
         the applicable Pricing Supplement, the arithmetic mean of the offered
         rates for deposits in United States dollars having the Index Maturity
         specified in such Pricing Supplement, commencing on the applicable
         Interest Reset Date, that appear on the Designated LIBOR Page as of
         11:00 A.M., London time, on such LIBOR Interest Determination Date,
         or (b) if "LIBOR Telerate" is specified in the applicable Pricing
         Supplement or if neither "LIBOR Reuters" nor "LIBOR Telerate" is
         specified in the applicable Pricing Supplement as the method of
         calculating LIBOR, the rate for deposits in United States dollars
         having the Index Maturity specified in such Pricing Supplement,
         commencing on the applicable Interest Reset Date, that appears on the
         Designated LIBOR Page as of 11:00 A.M., London time, on such LIBOR
         Interest Determination Date.  If fewer than two such offered rates so
         appear, or if no such rate so appears, as applicable, LIBOR on such
         LIBOR Interest Determination Date will be determined in accordance
         with the provisions described in clause (ii) below.

                                     S-18


                 (ii)     With respect to a LIBOR Interest Determination Date
         on which fewer than two offered rates appear, or no rate appears, as
         the case may be, on the Designated LIBOR Page as specified in clause
         (i) above, the Calculation Agent will request the principal London
         offices of each of four major reference banks in the London interbank
         market, as selected by the Calculation Agent after consultation with
         the Company, to provide the Calculation Agent with its offered
         quotation for deposits in United States dollars for the period of the
         Index Maturity specified in the applicable Pricing Supplement,
         commencing on the applicable Interest Reset Date, to prime banks in
         the London interbank market at approximately 11:00 A.M., London time,
         on such LIBOR Interest Determination Date and in a principal amount
         that is representative for a single transaction in United States
         dollars in such market at such time. If at least two such quotations
         are so provided, then LIBOR on such LIBOR Interest Determination Date
         will be the arithmetic mean of such quotations.  If fewer than two
         such quotations are so provided, then LIBOR on such LIBOR Interest
         Determination Date will be the arithmetic mean of the rates quoted at
         approximately 11:00 A.M., in The City of New York, on such LIBOR
         Interest Determination Date by three major money center banks in The
         City of New York selected by the Calculation Agent after consultation
         with the Company for loans in United States dollars to leading
         European banks, having the Index Maturity specified in the applicable
         Pricing Supplement and in a principal amount that is representative
         for a single transaction in United States dollars in such market at
         such time; provided, however, that if the banks so selected by the
         Calculation Agent are not quoting as mentioned in this sentence,
         LIBOR determined as of such LIBOR Interest Determination Date will be
         LIBOR in effect on such LIBOR Interest Determination Date.

         "Designated LIBOR Page" means (i) if "LIBOR Reuters" is specified in
the applicable Pricing Supplement, the display on the Reuters Monitor Money
Rates Service (or any successor service) on the page designated as page "LIBO"
(or such other page as may replace such page on such service for the purpose
of displaying the London interbank offered rates of major banks for United
States dollars) or (ii) if "LIBOR Telerate" is specified in the applicable
Pricing Supplement or neither "LIBOR Reuters" nor "LIBOR Telerate" is
specified in the applicable Pricing Supplement, the display on the Dow Jones
Telerate Service (or any successor service) on the page designated as page
"3750" (or such other page as may replace such page on such service for the
purpose of displaying the London interbank offered rates of major banks for
United States dollars).

         Prime Rate.  Unless otherwise specified in the applicable Pricing
Supplement, "Prime Rate" means, with respect to any Interest Determination
Date relating to a Floating Rate Note for which the interest rate is
determined with reference to the Prime Rate (a "Prime Rate Interest
Determination Date"), the rate on such date as such rate is published in
H.15(519) under the heading "Bank Prime Loan."  If such rate is not published
prior to 3:00 P.M., New York City time, on the related Calculation Date, then
the Prime Rate will be the arithmetic mean of the rates of interest publicly
announced by each bank that appears on the Reuters Screen USPRIME1 Page (as
hereinafter defined) as such bank's prime rate or base lending rate as in
effect for such Prime Rate Interest Determination Date.  If fewer than four
such rates appear on the Reuters Screen USPRIME1 Page for such Prime Rate
Interest Determination Date, then the Prime Rate will be the arithmetic mean
of the prime rates

                                     S-19


or base lending rates quoted on the basis of the actual number of days in the
year divided by a 360-day year as of the close of business on such Prime Rate
Interest Determination Date by four major money center banks in The City of
New York selected by the Calculation Agent after consultation with the
Company.  If fewer than four such quotations are so provided, then the Prime
Rate will be the arithmetic mean of four prime rates quoted on the basis of
the actual number of days in the year divided by a 360-day year as of the
close of business on such Prime Rate Interest Determination Date as furnished
in The City of New York by the major money center banks, if any, that have
provided such quotations and by a reasonable number of substitute banks or
trust companies necessary in order to obtain four such prime rate quotations,
provided such substitute banks or trust companies are organized and doing
business under the laws of the United States, or any State thereof, each
having total equity capital of at least $500 million and being subject to
supervision or examination by Federal or State authority, selected by the
Calculation Agent after consultation with the Company to provide such rate or
rates; provided, however, that if the banks or trust companies so selected by
the Calculation Agent are not quoting as mentioned in this sentence, the Prime
Rate determined as of such Prime Rate Interest Determination Date will be the
Prime Rate in effect on such Prime Rate Interest Determination Date.

         "Reuters Screen USPRIME1 Page" means the display on the Reuters
Monitor Money Rates Service (or any successor service) on the "USPRIME1" page
(or such other page as may replace the USPRIME1 page on such service) for the
purpose of displaying prime rates or base lending rates of major United States
banks.

         Treasury Rate.  Unless otherwise specified in the applicable Pricing
Supplement, "Treasury Rate" means, with respect to any Interest Determination
Date relating to a Floating Rate Note for which the interest rate is
determined by reference to the Treasury Rate (a "Treasury Rate Interest
Determination Date"), the rate from the auction held on such Treasury Rate
Interest Determination Date (the "Auction") of direct obligations of the
United States ("Treasury Bills") having the Index Maturity specified in the
applicable Pricing Supplement, as such rate is published in H.15(519) under
the heading "Treasury Bills-auction average (investment)" or, if not published
by 3:00 P.M., New York City time, on the related Calculation Date, the auction
average rate of such Treasury Bills (expressed as a bond equivalent on the
basis of a year of 365 or 366 days, as applicable, and applied on a daily
basis) as otherwise announced by the United  States Department of the
Treasury.  In the event that the results of the Auction of Treasury Bills
having the Index Maturity specified in the applicable Pricing Supplement are
not reported as provided above by 3:00 P.M., New York City time, on the
related Calculation Date, or if no such Auction is held, then the Treasury
Rate will be calculated by the Calculation Agent and will be a yield to
maturity (expressed as a bond equivalent on the basis of a year of 365 or 366
days, as applicable, and applied on a daily basis) of the arithmetic mean of
the secondary market bid rates, as of approximately 3:30 P.M., New York City
time, on such Treasury Rate Interest Determination Date, of three leading
primary United States government securities dealers (which may include the
Agent or its affiliates) selected by the Calculation Agent after consultation
with the Company, for the issue of Treasury Bills with a remaining maturity
closest to the Index Maturity specified in the applicable Pricing Supplement;
provided, however, that if the dealers so selected by the Calculation Agent
are not quoting as mentioned in this sentence, the

                                     S-20


Treasury Rate determined as of such Treasury Rate Interest Determination Date
will be the Treasury Rate in effect on such Treasury Rate Interest
Determination Date.

OTHER/ADDITIONAL PROVISIONS; ADDENDUM

         Any provisions with respect to the Notes, including the specification
and determination of one or more Interest Rate Bases, the calculation of the
interest rate applicable to a Floating Rate Note, the Interest Payment Dates,
the Stated Maturity Date, any redemption or repayment provisions or any other
term relating thereto, may be modified and/or supplemented as specified under
"Other/Additional Provisions" on the face thereof or in an Addendum relating
thereto, if so specified on the face thereof and described in the applicable
Pricing Supplement.

DISCOUNT NOTES

         The Company may offer Notes from time to time that have an Issue
Price (as specified in the applicable Pricing Supplement) that is less than
100% of the principal amount thereof (i.e., par) by more than a percentage
equal to the product of 0.25% and the number of full years to the Stated
Maturity Date ("Discount Notes").  Discount Notes may not bear any interest
currently or may bear interest at a rate that is below market rates at the
time of issuance.  The difference between the Issue Price of a Discount Note
and par is referred to herein as the "Discount."  In the event of redemption,
repayment or acceleration of maturity of a Discount Note, the amount payable
to the Holder of such Discount Note will be equal to the sum of (i) the Issue
Price (increased by any accruals of Discount) and, in the event of any
redemption of such Discount Note (if applicable), multiplied by the Initial
Redemption Percentage (as adjusted by the Annual Redemption Percentage
Reduction, if applicable) and (ii) any unpaid interest accrued thereon to the
date of such redemption, repayment or acceleration of maturity, as the case
may be.

         Unless otherwise specified in the applicable Pricing Supplement, for
purposes of determining the amount of Discount that has accrued as of any date
on which a redemption, repayment or acceleration of maturity occurs for a
Discount Note, such Discount will be accrued using a constant yield method.
The constant yield will be calculated using a 30-day month, 360-day year
convention, a compounding period that, except for the Initial Period (as
hereinafter defined), corresponds to the shortest period between Interest
Payment Dates for the applicable Discount Note (with ratable accruals within a
compounding period), a coupon rate equal to the initial interest rate
applicable to such Discount Note and an assumption that the maturity of such
Discount Note will not be accelerated.  If the period from the date of issue
to the initial Interest Payment Date for a Discount Note (the "Initial Accrual
Period") is shorter than the compounding period for such Discount Note, a
proportionate amount of the yield for an entire compounding period will be
accrued.  If the Initial Accrual Period is longer than the compounding period,
then such period will be divided into a regular compounding period and a short
period with the short period being treated as provided in the preceding
sentence.  The accrual of the applicable Discount may differ from the accrual
of original issue discount for purposes of the Internal Revenue Code of 1986,
as amended (the "Code"), certain Discount Notes may not be treated as having
original issue discount within the meaning of the Code,

                                     S-21


and Notes other than Discount Notes may be treated as issued with original
issued discount for federal income tax purposes.  See "CERTAIN UNITED STATES
FEDERAL INCOME TAX CONSIDERATIONS."

INDEXED NOTES

         The Company may from time to time offer Notes with the amount of
principal, premium and/or interest payable in respect thereof to be determined
with reference to the price or prices of specified commodities or stocks or to
other items ("Indexed Notes"), in each case as specified in the applicable
Pricing Supplement.  In certain cases, Holders of Indexed Notes may receive a
principal payment on the Maturity Date that is greater than or less than the
principal amount of such Indexed Notes depending upon the relative value on
the Maturity Date of the specified indexed item.  Information as to the method
for determining the amount of principal, premium, if any, and/or interest, if
any, payable in respect of Indexed Notes, certain historical information with
respect to the specified indexed item and any material tax considerations
associated with an investment in Indexed Notes will be specified in the
applicable Pricing Supplement.  See also "RISK FACTORS."

AMORTIZING NOTES

         The Company may from time to time offer Notes with the amount of
principal thereof and interest thereon payable in installments over the term
of such Notes ("Amortizing Notes").  Unless otherwise specified in the
applicable Pricing Supplement, interest on each Amortizing Note will be
computed on the basis of a 360-day year of twelve 30-day months. Payments with
respect to Amortizing Notes will be applied first to interest due and payable
thereon and then to the reduction of the unpaid principal amount thereof.
Further information  concerning additional terms and provisions of Amortizing
Notes will be specified in the applicable Pricing Supplement, including a
table setting forth repayment information for such Amortizing Notes.

CERTAIN COVENANTS

         Reference is made to the section entitled "DESCRIPTION OF DEBT
SECURITIES" in the accompanying Prospectus for a description of certain
covenants applicable to the Notes.  Compliance with such covenants with
respect to the Notes generally may not be waived by the Board of Directors of
the Company or by the Trustee unless the Holders of at least a majority in
principal amount of all outstanding Notes consent to such waiver; provided,
however, that the satisfaction and discharge and covenant defeasance
provisions of the Indenture described under the captions "DESCRIPTION OF DEBT
SECURITIES--Satisfaction and Discharge" and "DESCRIPTION OF DEBT
SECURITIES--Defeasance of Certain Obligations" in the accompanying Prospectus
will apply to the Notes.

BOOK-ENTRY NOTES

         The Company has established a depository arrangement with The
Depository Trust Company with respect to the Book-Entry Notes, the terms of
which are summarized below.  Any additional or

                                     S-22


differing terms of the depository arrangement with respect to the Book-Entry
Notes will be described in the applicable Pricing Supplement.

         Upon issuance, all Book-Entry Notes bearing interest (if any) at the
same rate or pursuant to the same formula and having the same date of issue,
Interest Payment Dates (if any), Stated Maturity Date, redemption provisions
(if any), repayment provisions (if any) and other terms will be represented by
a single Global Security.  Each Global Security representing Book-Entry Notes
will be deposited with, or on behalf of, the Depository and will be registered
in the name of the Depository or a nominee of the Depository.  No Global
Security may be transferred except as a whole by a nominee of the Depository
to the Depository or to another nominee of the Depository, or by the
Depository or such nominee to a successor of the Depository or a nominee of
such successor.

         So long as the Depository or its nominee is the registered owner of a
Global Security, the Depository or its nominee, as the case may be, will be
the sole Holder of the Book-Entry Notes represented thereby for all purposes
under the Indenture. Except as otherwise provided below, the Beneficial Owners
(as defined below) of the Global Security or Securities representing
Book-Entry Notes will not be entitled to receive physical delivery of
Certificated Notes and will not be considered the Holders thereof for any
purpose under the Indenture, and no Global Security representing Book-Entry
Notes will be exchangeable or transferable.  Accordingly, each Beneficial
Owner must rely on the procedures of the Depository and, if such Beneficial
Owner is not a Participant (as defined below), on the procedures of the
Participant through which such Beneficial Owner owns its interest in order to
exercise any rights of a Holder under such Global Security or the Indenture.
The laws of some jurisdictions require that certain purchasers of securities
take physical delivery of such securities in certificated form. The above
restrictions and laws may impair the ability to transfer beneficial interests
in a Global Security representing Book-Entry Notes.

         Unless otherwise specified in the applicable Pricing Supplement, each
Global Security representing Book-Entry Notes will be exchangeable for
Certificated Notes of like tenor and terms and of differing authorized
denominations in a like aggregate principal amount, only if (i) the Depository
notifies the Company that it is unwilling or unable to continue as Depository
for the Global Securities or the Company becomes aware that the Depository has
ceased to be a clearing agency registered under the Exchange Act and, in any
such case, the Company will not have appointed a successor to the Depository
within 90 days thereafter, (ii) the Company, in its sole discretion,
determines that the Global Securities will be exchangeable for Certificated
Notes, or (iii) an Event of Default under the Indenture will have occurred and
be continuing with respect to the Notes.  Upon any such exchange, the
Certificated Notes will be registered in the names of the Beneficial Owners of
the Global Security or Securities representing Book-Entry Notes, which names
will be provided by the Depository's relevant Participants (as defined by the
Depository) to the Trustee.

         The following is based on information furnished by the Depository:

                                     S-23


                 The Depository will act as securities depository for the
         Book-Entry Notes.  The Book-Entry Notes will be issued as fully
         registered securities registered in the name of Cede & Co. (the
         Depository's partnership nominee). One fully registered  Global
         Security will be issued for each issue of Book-Entry Notes, each in
         the aggregate principal amount of such issue, and will be deposited
         with the Depository.

                 The Depository is a limited-purpose trust company organized
         under the New York Banking Law, a "banking organization" within the
         meaning of the New York Banking Law, a member of the Federal Reserve
         System, a "clearing corporation" within the meaning of the New York
         Uniform Commercial Code and a "clearing agency" registered pursuant
         to the provisions of Section 17A of the Exchange Act.  The Depository
         holds securities that its participants ("Participants") deposit with
         the Depository.  The Depository also facilitates the settlement among
         Participants of securities transactions, such as transfers and
         pledges, in deposited securities through electronic computerized
         book- entry changes in Participants' accounts, thereby eliminating
         the need for physical movement of securities certificates.  Direct
         Participants of the Depository ("Direct Participants") include
         securities brokers and dealers (including the Agent), banks, trust
         companies, clearing corporations and certain other organizations. The
         Depository is owned by a number of its Direct Participants and by the
         New York Stock Exchange, Inc., the American Stock Exchange, Inc. and
         the National Association of Securities Dealers, Inc.  Access to the
         Depository's system is also available to others such as securities
         brokers and dealers, banks and trust companies that clear through or
         maintain a custodial relationship with a Direct Participant, either
         directly or indirectly ("Indirect Participants").  The rules
         applicable to the Depository and its Participants are on file with
         the Securities and Exchange Commission.

                 Purchases of Book-Entry Notes under the Depository's system
         must be made by or through Direct Participants, which will receive a
         credit for such Book-Entry Notes on the Depository's records.  The
         ownership interest of each actual purchaser of each Book-Entry Note
         represented by a Global Security ("Beneficial Owner") is in turn to
         be recorded on the records of Direct Participants and Indirect
         Participants.  Beneficial Owners will not receive written
         confirmation from the Depository of their purchase, but Beneficial
         Owners are expected to receive written confirmations providing
         details of the transaction, as well as periodic statements of their
         holdings, from the Direct Participants or Indirect Participants
         through which such Beneficial Owner entered into the transaction.
         Transfers of ownership interests in a Global Security representing
         Book-Entry Notes are to be accomplished by entries made on the books
         of Participants acting on behalf of Beneficial Owners.  Beneficial
         Owners of a  Global Security representing Book-Entry Notes will not
         receive Certificated Notes representing their ownership interests
         therein, except in the event that use of the book-entry system for
         such Book-Entry Notes is discontinued.

                 To facilitate subsequent transfers, all Global Securities
         representing Book-Entry Notes which are deposited with, or on behalf
         of, the Depository are registered in the name of the Depository's
         nominee, Cede & Co.  The deposit of Global Securities with, or on
         behalf of,

                                     S-24


         the Depository and their registration in the name of Cede & Co.
         effect no change in beneficial ownership.  The Depository has no
         knowledge of the actual Beneficial Owners of the Global Securities
         representing the Book-Entry Notes.  The Depository's records reflect
         only the identity of the Direct Participants to whose accounts such
         Book-Entry Notes the Notes are credited, which may or may not be the
         Beneficial Owners.  The Participants will remain responsible for
         keeping account of their holdings on behalf of their customers.

                 Conveyance of notices and other communications by the
         Depository to Direct Participants, by Direct Participants to Indirect
         Participants and by Direct Participants and Indirect Participants to
         Beneficial Owners will be governed by arrangements among them,
         subject to any statutory or regulatory requirements as may be in
         effect from time to time.

                 Neither the Depository nor Cede & Co. will consent or vote
         with respect to the Global Securities representing the Book-Entry
         Notes.  Under its usual procedures, the Depository mails an Omnibus
         Proxy to the Company as soon as possible after the applicable record
         date.  The Omnibus Proxy assigns Cede & Co.'s consenting or voting
         right to those Direct Participants to whose accounts the Book-Entry
         Notes are credited on the applicable record date (identified in a
         listing attached to the Omnibus Proxy).

                 Principal, premium, if any, and/or interest, if any, payments
         on the Global Securities representing the Book-Entry Notes will be
         made in immediately available funds to the Depository.  The
         Depository's practice is to credit Direct Participants' accounts on
         the applicable payment date in accordance with their respective
         holdings shown on the Depository's records unless the Depository has
         reason to believe that it will not receive payment on such date.
         Payments by Participants to Beneficial Owners will be governed by
         standing instructions and customary practices, as is the case with
         securities held for the accounts of customers in bearer form or
         registered in "street name", and will be the responsibility of such
         Participant and not of the Depository, the Trustee or the Company,
         subject to any statutory or regulatory requirements as may be in
         effect from time to time.  Payment of principal, premium, if any,
         and/or interest, if any, to the Depository is the responsibility of
         the Company and the Trustee; disbursement of such payments to Direct
         Participants will be the responsibility of the Depository; and
         disbursement of such payments to the Beneficial Owners will be the
         responsibility of Direct Participants and Indirect Participants.

                 If applicable, redemption notices will be sent to Cede & Co.
         If less than all of the Book-Entry Notes of like tenor and terms are
         being redeemed, the Depository's practice is to determine, by lot,
         the amount of the interest of each Direct Participant in such issue
         to be redeemed.

                 A Beneficial Owner will give notice of any election to have
         its Book-Entry Notes repaid by the Company, through its Participant,
         to the Trustee, and will effect delivery of such Book-Entry Notes by
         causing the Direct Participant to transfer the Participant's interest
         in the

                                     S-25


         Global Security or Securities representing such Book-Entry Notes, on
         the Depository's records, to the Trustee.  The requirement for
         physical delivery of Book-Entry Notes in connection with a demand for
         repayment will be deemed satisfied when the ownership rights in the
         Global Security or Securities representing such Book-Entry Notes are
         transferred by Direct Participants on the Depository's records.

                 The Depository may discontinue providing its services as
         securities depository with respect to the Book-Entry Notes at any
         time by giving reasonable notice to the Company or the Trustee.
         Under such circumstances, in the event that a successor securities
         depository is not obtained, Certificated Notes are required to be
         printed and delivered.

                 The Company may decide to discontinue use of the system of
         book-entry transfers through the Depository (or a successor
         securities depository).  In that event, Certificated Notes will be
         printed and delivered.

         The information in this section concerning the Depository and the
Depository's system has been obtained from sources that the Company believes
to be reliable, but the Company takes no responsibility for the accuracy
thereof.

           CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

         The following summary of certain United States Federal income tax
consequences of the purchase, ownership and disposition of the Notes is based
upon Federal laws, regulations, rulings and decisions now in effect, all of
which are subject to change (including changes in effective dates) or possible
differing interpretations.  It deals only with Notes held as capital assets
and does not purport to deal with persons in special tax situations, such as
financial institutions, insurance companies, regulated investment companies,
dealers in securities or currencies, persons holding Notes as a hedge against
currency risks or as a position in a "straddle" for tax purposes, or persons
whose functional currency is not the United States dollar.  It also does not
deal with holders other than original purchasers (except where otherwise
specifically noted).  Persons considering the purchase of the Notes should
consult their own tax advisors concerning the application of United States
Federal income tax laws to their particular situations as well as any
consequences of the purchase, ownership and disposition of the Notes arising
under the laws of any other taxing jurisdiction.

         As used herein, the term "U.S. Holder" means a beneficial owner of a
Note that is for United States Federal income tax purposes (i) a citizen or
resident of the United States, (ii) a corporation, partnership or other entity
created or organized in or under the laws of the United States or any
political subdivision thereof, (iii) an estate or trust the income of which is
subject to United States Federal income taxation regardless of its source or
(iv) any other person whose income or gain in respect of a Note is effectively
connected with the conduct of a United States trade or business.  As used
herein, the term "non-U.S. Holder" means a beneficial owner of a Note that is
not a U.S. Holder.

                                     S-26


U.S. HOLDERS

         Payments of Interest

         Payments of interest on a Note generally will be taxable to a U.S.
Holder as ordinary interest income at the time such payments are accrued or
are received (in accordance with the U.S. Holder's regular method of tax
accounting).

         Original Issue Discount

         The following summary is a general discussion of the United States
Federal income tax consequences to U.S. Holders of the purchase, ownership and
disposition of Notes issued with original issue discount ("Original Issue
Discount Notes").  The following summary is based upon final Treasury
regulations (the "OID Regulations") released by the Internal Revenue Service
("IRS") on January 27, 1994, as amended on June 11, 1996, under the original
issue discount provisions of the Code.

         For United States Federal income tax purposes, original issue
discount is the excess of the stated redemption price at maturity of a Note
over its issue price, if such excess equals or exceeds a de minimis amount
(generally 1/4 of 1% of the Note's stated redemption price at maturity
multiplied by the number of complete years to its maturity from its issue date
or, in the case of a Note providing for the payment of any amount other than
qualified stated interest (as hereinafter defined) prior to maturity,
multiplied by the weighted average maturity of such Note).  The issue price of
each Note in an issue of Notes equals the first price at which a substantial
amount of such Notes has been sold (ignoring sales to bond houses, brokers, or
similar persons or organizations acting in the capacity of underwriters,
placement agents, or wholesalers).  The stated redemption price at maturity of
a Note is the sum of all payments provided by the Note other than "qualified
stated interest" payments.  The term "qualified stated interest" generally
means stated interest that is unconditionally payable in cash or property
(other than debt instruments of the issuer) at least annually at a single
fixed rate or "qualified floating rate" as discussed below.  In addition,
under the OID Regulations, if a Note bears interest for one or more accrual
periods at a rate below the rate applicable for the remaining term of such
Note (e.g., Notes with teaser rates or interest holidays), and if the greater
of either the resulting foregone interest on such Note or any "true" discount
on such Note (i.e., the excess of the Note's stated principal amount over its
issue price) equals or exceeds a specified de minimis amount, then the stated
interest payments on the Note would not be treated as qualified stated
interest payments.

         Payments of qualified stated interest on a Note are taxable to a U.S.
Holder as ordinary interest income at the time such payments are accrued or
are received (in accordance with the U.S. Holder's regular method of tax
accounting).  A U.S. Holder of an Original Issue Discount Note must include
original issue discount in income as ordinary interest for United States
Federal income tax purposes as it accrues under a constant yield method in
advance of receipt of the cash payments attributable to such income,
regardless of such U.S. Holders' regular method of tax accounting.  In

                                     S-27


general, the amount of original issue discount included in income by the
initial U.S. Holder of an Original Issue Discount Note is the sum of the daily
portions of original issue discount with respect to such Original Issue
Discount Note for each day during the taxable year (or portion of the taxable
year) on which such U.S. Holder held such Original Issue Discount Note.  The
"daily portion" of original issue discount on any Original Issue Discount Note
is determined by allocating to each day in any accrual period a ratable
portion of the original issue discount allocable to that accrual period.  An
"accrual period" may be of any length and the accrual periods may vary in
length over the term of the Original Issue Discount Note, provided that each
accrual period is no longer than one year and each scheduled payment of
principal or interest occurs either on the final day of an accrual period or
on the first day of an accrual period.  The amount of original issue discount
allocable to each accrual period is generally equal to the difference between
(i) the product of the Original Issue Discount Note's adjusted issue price at
the beginning of such accrual period and its yield to maturity (determined on
the basis of compounding at the close of each accrual period and appropriately
adjusted to take into account the length of the particular accrual period) and
(ii) the amount of any qualified stated interest payments allocable to such
accrual period.  The "adjusted issue price" of an Original Issue Discount Note
at the beginning of any accrual period is the sum of the issue price of the
Original Issue Discount Note plus the amount of original issue discount
allocable to all prior accrual periods minus the amount of any prior payments
on the Original Issue Discount Note that were not qualified stated interest
payments.  Under these rules, U.S. Holders generally will have to include in
income increasingly greater amounts of original issue discount in successive
accrual periods.

         A U.S. Holder who purchases an Original Issue Discount Note for an
amount that is greater than its adjusted issue price as of the purchase date
and less than or equal to the sum of all amounts payable on the Original
Issue Discount Note after the purchase date other than payments of qualified
stated interest, will be considered to have purchased the Original Issue
Discount Note at an "acquisition premium."  Under the acquisition premium
rules, the amount of original issue discount which such U.S. Holder must
include in its gross income with respect to such Original Issue Discount Note
for any taxable year (or portion thereof in which the U.S. Holder holds the
Original Issue Discount Note) will be reduced (but not below zero) by the
portion of the acquisition premium properly allocable to the period.

         Under the OID Regulations, Floating Rate Notes and Indexed Notes
("Variable Notes") are subject to special rules whereby a Variable Note will
qualify as a "variable rate debt instrument" if (a) its issue price does not
exceed the total noncontingent principal amounts due under the Variable Note
by more than a specified de minimis amount and (b) it provides for stated
interest, paid or compounded at least annually, at current values of (i) one
or more qualified floating rates, (ii) a single fixed rate and one or more
qualified floating rates, (iii) a single objective rate, or (iv) a single
fixed rate and a single objective rate that is a qualified inverse floating
rate.

         A "qualified floating rate" is any variable rate where variations in
the value of such rate can reasonably be expected to measure contemporaneous
variations in the cost of newly borrowed funds in the currency in which the
Variable Note is denominated.  Although a multiple of a qualified floating

                                     S-28


rate will generally not itself constitute a qualified floating rate, a
variable rate equal to the product of a qualified floating rate and a fixed
multiple that is greater than .65 but not more than 1.35 will constitute a
qualified floating rate.  A variable rate equal to the product of a qualified
floating rate and a fixed multiple that is greater than .65 but not more than
1.35, increased or decreased by a fixed rate, will also constitute a qualified
floating rate.  In addition, under the OID Regulations, two or more qualified
floating rates that can reasonably be expected to have approximately the same
values throughout the term of the Variable Note (e.g., two or more qualified
floating rates with values within 25 basis points of each other as determined
on the Variable Note's issue date) will be treated as a single qualified
floating rate.  Notwithstanding the foregoing, a variable rate that would
otherwise constitute a qualified floating rate but which is subject to one or
more restrictions such as a maximum numerical limitation (i.e., a cap) or a
minimum numerical limitation (i.e., a floor) may, under certain circumstances,
fail to be treated as a qualified floating rate under the OID Regulations
unless such cap or floor is fixed throughout the term of the Note.  An
"objective rate" is a rate that is not itself a qualified floating rate but
which is determined using a single fixed formula and which is based upon
objective financial or economic information.  A rate will not qualify as an
objective rate if it is based on information that is within the control of the
issuer (or a related party) or that is unique to the circumstances of the
issuer (or a related party), such as dividends, profits or the value of the
issuer's stock (although a rate does not fail to be an objective rate merely
because it is based on the credit quality of the issuer).  Despite the
foregoing, a variable rate of interest on a Variable Note will not constitute
an objective rate if it is reasonably expected that the average value of such
rate during the first half of the Variable Note's term will be either
significantly less than or significantly greater than the average value of the
rate during the final half of the Variable Note's term.  A "qualified inverse
floating rate" is any objective rate where such rate is equal to a fixed rate
minus a qualified floating rate, as long as variations in the rate can
reasonably be expected to inversely reflect contemporaneous variations in the
qualified floating rate.  The OID Regulations also provide that if a Variable
Note provides for stated interest at a fixed rate for an initial period of one
year or less followed by a variable rate that is either a qualified floating
rate or an objective rate and if the variable rate on the Variable Note's
issue date is intended to approximate the fixed rate (e.g., the value of the
variable rate on the issue date does not differ from the value of the fixed
rate by more than 25 basis points), then the fixed rate and the variable rate
together will constitute either a single qualified floating rate or objective
rate, as the case may be.

         If a Variable Note that provides for stated interest at either a
single qualified floating rate or a single objective rate throughout the term
thereof qualifies as a "variable rate debt instrument" under the OID
Regulations and if interest on such Note is unconditionally payable in cash or
property (other than debt instruments of the issuer) at least annually, then
all stated interest on such Note will constitute qualified stated interest and
will be taxed accordingly.  Thus, a Variable Note that provides for stated
interest at either a single qualified floating rate or a single objective rate
throughout the term thereof and that qualifies as a "variable rate" debt
instrument under the OID Regulations will generally not be treated as having
been issued with original issue discount unless the Variable Note is issued at
a "true" discount (i.e., at a price below the Note's stated principal amount)
in excess of a de minimis amount as discussed above.  The amount of qualified
stated interest and the amount of original issue discount, if any, that
accrues during an accrual period on such Variable Note is

                                     S-29


determined under the rules applicable to fixed rate debt instruments by
assuming that the variable rate is a fixed rate equal to (i) in the case of a
qualified floating rate or qualified inverse floating rate, the value as of
the issue date, of the qualified floating rate or qualified inverse floating
rate, or (ii) in the case of an objective rate (other than a qualified inverse
floating rate), a fixed rate that reflects the yield that is reasonably
expected for the Variable Note.  The qualified stated interest allocable to an
accrual period is increased (or decreased) if the interest actually paid
during an accrual period exceeds (or is less than) the interest assumed to be
paid during the accrual period pursuant to the foregoing rules.

         In general, any other Variable Note that qualifies as a "variable
rate debt instrument" will be converted into an "equivalent" fixed rate debt
instrument for purposes of determining the amount and accrual of original
issue discount and qualified stated interest on the Variable Note.  The OID
Regulations generally require that such a Variable Note be converted into an
"equivalent" fixed rate debt instrument by substituting any qualified floating
rate or qualified inverse floating rate provided for under the terms of the
Variable Note with a fixed rate equal to the value of the qualified floating
rate or qualified inverse floating rate, as the case may be, as of the
Variable Note's issue date.  Any objective rate (other than a qualified
inverse floating rate) provided for under the terms of the Variable Note is
converted into a fixed rate that reflects the yield that is reasonably
expected for the Variable Note.  In the case of a Variable Note that qualifies
as a "variable rate debt instrument" and provides for stated interest at a
fixed rate in addition to either one or more qualified floating rates or a
qualified inverse floating rate, the fixed rate is initially converted into a
qualified floating rate (or a qualified inverse floating rate, if the Variable
Note provides for a qualified inverse floating rate).  Under such
circumstances, the qualified floating rate or qualified inverse floating rate
that replaces the fixed rate must be such that the fair market value of the
Variable Note as of the Variable Note's issue date is approximately the same
as the fair market value of an otherwise identical debt instrument that
provides for either the qualified floating rate or qualified inverse floating
rate rather than the fixed rate.  Subsequent to converting the fixed rate into
either a qualified floating rate or a qualified inverse floating rate, the
Variable Note is then converted into an "equivalent" fixed rate debt
instrument in the manner described above.

         Once the Variable Note is converted into an "equivalent" fixed rate
debt instrument pursuant to the foregoing rules, the amount of original issue
discount and qualified stated interest, if any, are determined for the
"equivalent" fixed rate debt instrument by applying the general original issue
discount rules to the "equivalent" fixed rate debt instrument and a U.S.
Holder of the Variable Note will account for such original issue discount and
qualified stated interest as if the U.S. Holder held the "equivalent" fixed
rate debt instrument.  For each accrual period appropriate adjustments will be
made to the amount of qualified interest or original issue discount assumed to
have been accrued or paid with respect to the "equivalent" fixed rate debt
instrument in the event that such amounts differ from the actual amount of
interest accrued or paid on the Variable Note during the accrual period.

         If a Variable Note does not qualify as a "variable rate debt
instrument" under the OID Regulations, then the Variable Note would be treated
as a contingent payment debt obligation.  U.S. Holders should be aware that on
June 11, 1996 the Treasury Department issued final regulations (the

                                     S-30


"CPDI Regulations") concerning the proper United States Federal income tax
treatment of contingent payment debt instruments.  Certain of these
regulations were subsequently amended on December 31, 1996.  In general, the
CPDI Regulations cause the timing and character of income, gain or loss
reported on a contingent payment debt instrument to substantially differ from
the timing and character of income, gain or loss reported on a contingent
payment debt instrument under general principles of prior United States
Federal income tax law.  Specifically, the CPDI Regulations generally require
a U.S. Holder of such an instrument to include contingent and noncontingent
interest payments in income as such interest accrues based upon a projected
payment schedule.  Moreover, in general, under the CPDI Regulations, any gain
recognized by a U.S. Holder on the sale, exchange, or retirement of a
contingent payment debt instrument will be treated as ordinary income and all
or a portion of any loss realized could be treated as ordinary loss as opposed
to capital loss (depending upon the circumstances).  The proper United States
Federal income tax treatment of Variable Notes that are treated as contingent
payment debt obligations will be more fully described in the applicable
Pricing Supplement. Furthermore, any other special United States Federal
income tax considerations, not otherwise discussed herein, which are
applicable to any particular issue of Notes will be discussed in the
applicable Pricing Supplement.

         Certain of the Notes (i) may be redeemable at the option of the
Company prior to their stated maturity (a "call option") and/or (ii) may be
repayable at the option of the holder prior to their stated maturity (a "put
option").  Notes containing such features may be subject to rules that differ
from the general rules discussed above.  Investors intending to purchase Notes
with such features should consult their own tax advisors, since the original
issue discount consequences will depend, in part, on the particular terms and
features of the purchased Notes.

         U.S. Holders may generally, upon election, include in income all
interest (including stated interest, acquisition discount, original issue
discount, de minimis original issue discount, market discount, de minimis
market discount, and unstated interest, as adjusted by any amortizable bond
premium or acquisition premium) that accrues on a debt instrument by using the
constant yield method applicable to original  issue discount, subject to
certain limitations and exceptions.

         The OID Regulations contain certain special rules that generally
allow any reasonable method to be used in determining the amount of original
issue discount allocable to a short initial accrual period (if all other
accrual periods are of equal length) and require that the amount of original
issue discount allocable to the final accrual period equal the excess of the
amount payable at the maturity of the Original Issue Discount Note (other than
any payment of qualified stated interest) over the Original Issue Discount
Note's adjusted issue price as of the beginning of such final accrual period.
In addition, if an interval between payments of qualified stated interest on a
Original Issue Discount Note contains more than one accrual period, then the
amount of qualified stated interest payable at the end of such interval is
allocated pro rata (on the basis of their relative lengths) between the
accrual periods contained in the interval.

                                     S-31


         Short-Term Notes

         Notes that have a fixed maturity of one year or less ("Short-Term
Notes") will be treated as having been issued with original issue discount
equal to the excess of the stated redemption price at maturity on the
Short-Term Note over the taxpayer's basis in such obligation.  In general, an
individual or other cash method U.S. Holder is not required to accrue such
original issue discount unless the U.S. Holder elects to do so.  If such an
election is not made, any gain recognized by the U.S. Holder on the sale,
exchange or maturity of the Short-Term Note will be ordinary income to the
extent of the original issue discount accrued on a straight-line basis, or
upon  election under the constant yield method (based on daily compounding),
through the date of sale or maturity, and a portion of the deductions
otherwise allowable to the U.S. Holder for interest on borrowings allocable to
the Short-Term Note will be deferred until a corresponding amount of income is
realized. U.S. Holders who report income for United States Federal income tax
purposes under the accrual method, and certain other holders including banks
and dealers in securities, are required to accrue original issue discount on a
Short-Term Note on a straight-line basis unless an election is made to accrue
the original issue discount under a constant yield method (based on daily
compounding).

         Market Discount

         If a U.S. Holder purchases a Note, other than an Original Issue
Discount Note, for an amount that is less than its issue price (or, in the
case of a subsequent purchaser, its stated redemption price at maturity) or,
in the case of an Original Issue Discount Note, for an amount that is not less
than its adjusted issue price as of the purchase date, such U.S. Holder will
be treated as having purchased such Note at a "market discount," unless such
market discount is less than a specified de minimis amount.

         Under the market discount rules, a U.S. Holder will be required to
treat any partial principal payment (or, in the case of an Original Issue
Discount Note, any payment that does not constitute qualified stated interest)
on, or any gain realized on the sale, exchange, retirement or other
disposition of, a Note as ordinary income to the extent of the lesser of (i)
the amount of such payment or realized gain or (ii) the market discount which
has not previously been included in income and is treated as having accrued on
such Note at the time of such payment or disposition.  Market discount will be
considered to accrue ratably during the period from the date of acquisition to
the maturity date of the Note, unless the U.S. Holder elects to accrue market
discount on the basis of semiannual compounding.  Once made, with respect to a
Note, such election is irrevocable with respect to that Note.

         A U.S. Holder may be required to defer the deduction of a portion of
the interest paid or accrued on any indebtedness incurred or maintained to
purchase or carry a Note with market discount until the maturity of the Note
or certain earlier dispositions, because a current deduction is only allowed
to the extent of the amount of income included in gross income with respect to
a Note plus the amount by which any remaining interest expense exceeds an
allocable portion of market discount.  A U.S. Holder may elect to include
market discount in income currently as it accrues (on either a ratable or
semiannual compounding basis), in which case the rules described above
regarding the treatment as ordinary income of gain upon the disposition of the
Note and upon the receipt of certain

                                     S-32


cash payments and regarding the deferral of interest deductions will not
apply.  Generally, such currently included market discount is treated as
ordinary interest for United States Federal income tax purposes.  Such an
election will apply to all debt instruments acquired by the U.S. Holder on or
after the first day of the first taxable year to which such election applies
and may be revoked only with the consent of the IRS.

         Premium

         If a U.S. Holder purchases a Note for an amount that is greater than
the sum of all amounts payable on the Note after the purchase date other than
payments of qualified stated interest, such U.S. Holder will be considered to
have purchased the Note with "amortizable bond premium" equal in amount to
such excess.  A U.S. Holder may elect to amortize such premium using a
constant yield method over the remaining term of the Note and may offset
interest otherwise required to be included in respect of the Note during any
taxable year by the amortized amount of such excess for the taxable year.
However, if the Note may be optionally redeemed after the U.S. Holder acquires
it at a price in excess of its stated redemption price at maturity, special
rule would apply which could result in a deferral of the amortization of some
bond premium.  Any election to amortize bond premium applies to all taxable
debt instruments then owned and thereafter acquired by the U.S. Holder on or
after the first day of the first taxable year to which such election applies
and may be revoked only with the consent of the IRS.

         Disposition of a Note

         Except as discussed above, upon the sale, exchange or retirement of a
Note, a U.S. Holder generally will recognize taxable gain or loss equal to the
difference between the amount realized on the sale, exchange or retirement
(other than amounts representing accrued and unpaid interest) and such U.S.
Holder's adjusted tax basis in the Note.  A U.S. Holder's adjusted tax basis
in a Note generally will equal such U.S. Holder's initial investment in the
Note increased by any original issue discount included in income (and accrued
market discount, if any, if the U.S. Holder has included such market discount
in income) and decreased by the amount of any payments, other than qualified
stated interest payments, received and amortizable bond premium taken with
respect to such Note.  Such gain or loss generally will be long-term capital
gain or loss if the Note were held for more than one year.

NON-U.S. HOLDERS

         A non-U.S. Holder will not be subject to United States Federal income
taxes on payments of principal, premium (if any) or interest (including
original issue discount, if any) on a note, unless such non-U.S. Holder is a
direct or indirect 10% or greater shareholder of the Company, a controlled
foreign corporation related to the Company or a bank receiving interest
described in section 881(c)(3)(A) of the Code.  To qualify for the exemption
from taxation, the last United States payor in the chain of payment prior to
the payment to a non-U.S. Holder (the "Withholding Agent") must have received
in the year in which a payment of interest or principal occurs, or in either
of the two

                                     S-33


preceding calendar years, a statement that (i) is signed by the beneficial
owner of the Note under penalties of perjury, (ii) certifies that such owner
is not a U.S. Holder and (iii) provides the name and address of the beneficial
owner.  The statement may be made on an IRS Form W-8 or a substantially
similar form, and the beneficial owner must inform the Withholding Agent of
any change in the information on the statement within 30 days of such change.
If a Note is held through a securities clearing organization or certain other
financial institutions, the organization or institution may provide a signed
statement to the Withholding Agent.  However, in such case, the signed
statement must be accompanied by a copy of the IRS Form W-8 or the substitute
form provided by the beneficial owner to the organization or institution.  The
Treasury Department is considering implementation of further certification
requirements aimed at determining whether the issuer of a debt obligation is
related to holders thereof.

         Generally, a non-U.S. Holder will not be subject to Federal income
taxes on any amount which constitutes capital gain upon retirement or
disposition of a Note, provided the gain is not effectively connected with the
conduct of a trade or business in the United States by the non-U.S. Holder.
Certain other exceptions may be applicable, and a non-U.S. Holder should
consult its tax advisor in this regard.

         The Notes will not be included in the estate of a non-U.S. Holder
unless the individual is a direct or indirect 10% or greater shareholder of
the Company or, at the time of such individual's death, payments in respect of
the Notes would have been effectively connected with the conduct by such
individual of a trade or business in the United States.

BACKUP WITHHOLDING

         Backup withholding of United States Federal income tax at a rate of
31% may apply to payments made in respect of the Notes to registered owners
who are not "exempt recipients" and who fail to provide certain identifying
information (such as the registered owner's taxpayer identification number) in
the required manner.  Generally, individuals are not exempt recipients,
whereas corporations and certain other entities generally are exempt
recipients.  Payments made in respect of the Notes to a U.S. Holder must be
reported to the IRS, unless the U.S. Holder is an exempt recipient or
establishes an exemption. Compliance with the identification procedures
described in the preceding section would establish an exemption from backup
withholding for those non-U.S. Holders who are not exempt recipients.

         In addition, upon the sale of a Note to (or through) a broker, the
broker must withhold 31% of the entire purchase price, unless either (i) the
broker determines that the seller is a corporation or other exempt recipient
or (ii) the seller provides, in the required manner, certain identifying
information and, in the case of a non-U.S. Holder, certifies that such seller
is a non-U.S. Holder (and certain other conditions are met).  Such a sale must
also be reported by the broker to the IRS, unless either (i) the broker
determines that the seller is an exempt recipient or (ii) the seller certifies
its non-U.S. status (and certain other conditions are met).  Certification of
the registered owner's non-U.S.

                                     S-34


status would be made normally on an IRS Form W-8 under penalties of perjury,
although in certain cases it may be possible to submit other documentary
evidence.

         Any amounts withheld under the backup withholding rules from a
payment to a beneficial owner would be allowed as a refund or a credit against
such beneficial owner's United States Federal income tax provided the required
information is furnished to the IRS.

                             PLAN OF DISTRIBUTION

GENERAL

         The Notes are being offered on a continuous basis for sale by the
Company to or through NatCity Investments, Inc. (the "Agent") in accordance
with a Distribution Agreement between the Company and the Agent.  The Agent
may utilize its reasonable efforts on an agency basis to solicit offers to
purchase the Notes at 100% of the principal amount thereof, unless otherwise
specified in the applicable Pricing Supplement.  The Agent may also purchase
Notes, as principal, from the Company from time to time for resale to
investors and other purchasers at varying prices relating to prevailing market
prices at the time of resale as determined by the Agent or, if so specified in
the applicable Pricing Supplement, for resale at a fixed offering price.  The
Company will pay a commission to the Agent, ranging from .125% to .750% of the
principal amount of each Note, depending upon its stated maturity, sold
through the Agent, as agent of the Company.  Commissions with respect to Notes
with stated maturities in excess of 30 years that are sold through the Agent,
as agent of the Company, will be negotiated between the Company and the Agent
at the time of such sale.

         Unless otherwise specified in the applicable Pricing Supplement, any
Note sold to the Agent as principal will be purchased by the Agent at a price
equal to 100% of the principal amount thereof less a percentage of the
principal amount equal to the commission applicable to an agency sale of a
Note of identical maturity.  The Agent may sell Notes that it has purchased
from the Company as principal to certain dealers less a concession equal to
all or any portion of the discount received in connection with such purchase.
The Agent may allow, and such dealers may reallow, a discount to certain other
dealers.  After the initial offering of Notes, the offering price (in the case
of Notes to be resold on a fixed offering price basis), the concession and the
reallowance may be changed.

         The Company has reserved the right to sell the Notes directly on its
own behalf.  No commission will be payable on any Notes sold directly by the
Company.

         The Company reserves the right to withdraw, cancel or modify the
offer made hereby without notice.  The Company will have the sole right to
accept offers to purchase Notes and may reject offers in whole or in part
(whether placed directly with the Company or through the Agent).  The Agent
will have the right, in its discretion reasonably exercised, to reject in
whole or in part any offer to purchase Notes received by it on an agency
basis.

                                     S-35


         Unless otherwise specified in the applicable Pricing Supplement,
payment of the purchase price of the Notes will be required to be made in
immediately available funds in United States dollars in The City of New York
on the date of settlement. See "DESCRIPTION OF NOTES--General."

         Upon issuance, the Notes will not have an established trading market.
The Notes will not be listed on any securities exchange.  The Agent may from
time to time purchase and sell Notes in the secondary market, but the Agent is
not obligated to do so, and there can be no assurance that there will be a
secondary market for the Notes or that there will be liquidity in the
secondary market if one develops.  From time to time, the Agent may make a
market in the Notes, but the Agent is not obligated to do so and may
discontinue any market-making activity at any time.

         Until the distribution of the Notes is completed, rules of the
Securities and Exchange Commission may limit the ability of the Agent to bid
for and purchase Notes.  As an exception to these rules, the Agent is
permitted to engage in certain transactions that stabilize the price of the
Notes.  Such transactions may consist of bids or purchases for the purpose of
pegging, fixing or maintaining the price of the Notes.

         If the Agent creates a short position in the Notes in connection with
the offering, (i.e., if the Agent sells more Notes than are set forth on the
cover page of the Prospectus Supplement), the Agent may reduce that short
position by purchasing Notes in the open market.

         In general, purchases of a security for the purpose of price
stabilization or to reduce a short position could cause the price of the
security to be higher than it might otherwise be in the absence of such
purchases.

         Neither the Company nor the Agent makes any representation or
prediction as to the direction or magnitude of any effect that the
transactions described above may have on the price of the Notes.  In addition,
neither the Company nor the Agent makes any representation that the Agent will
engage in such transactions or that such transactions, once commenced, will
not be discontinued without notice.

         The Agent may be deemed to be an "underwriter" within the meaning of
the Securities Act of 1933, as amended (the "Securities Act").  The Company
has agreed to indemnify the Agent against, and in certain instances to provide
contribution with respect to, certain liabilities (including liabilities under
the Securities Act).  The Company has agreed to reimburse the Agent for
certain other expenses.

         The Agent has, from time to time, provided, and may continue to
provide in the future, various investment banking and/or financial advisory
services to the Company and certain of its affiliates, for which certain
customary compensation has been, and will be, received.  The Agent also acts
as a market maker for the Company's common stock.  National City Bank of
Indiana, an affiliate of the Agent, currently provides the Company and an
Affiliate Bank with unsecured lines of credit in the aggregate amount of $22.5
million.

                                     S-36


         From time to time, the Company may issue and sell other Debt
Securities described in the accompanying Prospectus, and the amount of Notes
offered hereby is subject to reduction as a result of such sales.

                                LEGAL MATTERS

         The validity of the Notes offered hereby and the description of
Federal income tax matters contained in this Prospectus Supplement  will be
passed upon for the Company by Krieg DeVault Alexander & Capehart,
Indianapolis, Indiana. Certain legal matters will be passed upon for the Agent
by Baker & Daniels, Indianapolis, Indiana.








                                     S-37


INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT.  A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION.  THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THAT THE REGISTRATION STATEMENT
BECOMES EFFECTIVE.  THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.

         SUBJECT TO COMPLETION, DATED _________________________, 1997

                                 $150,000,000

                             OLD NATIONAL BANCORP

                               DEBT SECURITIES

                               ---------------


         Old National Bancorp (the "Company") may offer from time to time up
to $150,000,000 aggregate principal amount of its debt securities consisting
of debentures, notes and/or other unsecured evidences of indebtedness (the
"Debt Securities").  The Debt Securities will be direct, unsecured obligations
of the Company and will rank equally with all other unsecured and
unsubordinated indebtedness of the Company.  See "DESCRIPTION OF DEBT
SECURITIES."

         The Debt Securities may be offered as separate series in amounts, at
prices and on terms to be determined at the time of sale.  The title,
aggregate principal amount, initial public offering price, denominations,
maturity, interest rate (which may be fixed or floating) or amount and time of
payment of any interest, any terms for redemption at the option of the Company
or repayment at the option of the holder, any terms for sinking fund payments,
any listing on a securities exchange, any exercise provisions and any other
terms in connection with the offering and sale of the Debt Securities in
respect of which this Prospectus is being delivered will be set forth in one
or more supplements to this Prospectus (each, a "Prospectus Supplement" (which
term includes any Pricing Supplement or Supplements)).

         The Company may sell the Debt Securities directly, through agents,
underwriters or dealers as designated from time to time or through a
combination of such methods.  If any such agents, underwriters or dealers are
involved in the sale of the Debt Securities in respect of which this
Prospectus is being delivered, the names of such agents, underwriters or
dealers and any applicable agent's commission, underwriter's discount or
dealer's purchase price and the net proceeds to the Company from such sale
will be set forth in, or may be calculated on the basis set forth in, the
applicable Prospectus Supplement.  See "PLAN OF DISTRIBUTION" for possible
indemnification arrangements for any such agents, underwriters or dealers.



         This Prospectus may not be used to consummate sales of the Debt
Securities without delivery of one or more Prospectus Supplements.

THESE SECURITIES ARE NOT SAVINGS OR DEPOSIT ACCOUNTS OR OTHER OBLIGATIONS OF
ANY BANK OR NON-BANK AFFILIATE OF THE COMPANY AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.


        THE DATE OF THIS PROSPECTUS IS  ________________________, 1997



                            AVAILABLE INFORMATION

         The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission").  Such reports,
proxy statements and other information filed by the Company may be inspected
and copied at the public reference facilities maintained by the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's
Regional Offices at 500 West Madison Street, Chicago, Illinois 60661 and Seven
World Trade Center, New York, New York 10048.  Copies of such materials may be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.  The Commission
maintains a site on the World Wide Web at http://www.sec.gov, which contains
certain reports, proxy and information statements and other information
regarding registrants, including the Company, that file documents
electronically with the Commission.

         The Company has filed with the Commission a registration statement on
Form S-3 (herein, together with all amendments and exhibits thereto, referred
to as the "Registration Statement") under the Securities Act of 1993, as
amended (the "Securities Act") with respect to the Debt Securities being
offered by this Prospectus.  This Prospectus, which constitutes a part of the
Registration Statement, does not contain all of the information set forth in
the Registration Statement, certain portions of which are omitted in
accordance with the rules and regulations of the Commission.  For further
information with respect to the Company and the Debt Securities, reference is
hereby made to the Registration Statement.  Statements contained herein
concerning the provisions of any document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission are not
necessarily complete, and in each instance reference is made to the copy of
such document so filed with the Commission.  Each such statement is qualified
in its entirety by such reference.  Such exhibits may be inspected without
charge at the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549.  Copies of the Registration Statement may be
obtained from the Commission upon payment of the prescribed fees.

                                      2


                          INCORPORATION BY REFERENCE

         The following documents, which have been filed by the Company with
the Commission pursuant to Section 13 of the Exchange Act (File No. 0-10888),
are incorporated by reference into this Prospectus and will be deemed to be a
part hereof:

         (a)     the Company's Annual Report on Form 10-K for the year ended
                 December 31, 1996; and

         (b)     the Company's Quarterly Report on Form 10-Q for the quarter
                 ended March 31, 1997.

         All documents filed by the Company pursuant to Section 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Debt Securities made hereby
will be deemed to be incorporated by reference into this Prospectus and to be
a part hereof from the date of filing of such document.

         Any statement contained herein, in a Prospectus Supplement or in a
document incorporated or deemed to be incorporated by reference herein will be
deemed to be modified or superseded for purposes of the Registration Statement
and this Prospectus to the extent that a statement contained herein, in a
Prospectus Supplement or in any subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of the Registration
Statement or this Prospectus.

         THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON, INCLUDING ANY
BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS IS DELIVERED, UPON THE
WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS
WHICH ARE INCORPORATED HEREIN BY REFERENCE, OTHER THAN EXHIBITS TO SUCH
DOCUMENTS (UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE
INTO SUCH DOCUMENTS).  REQUESTS SHOULD BE DIRECTED TO THE COMPANY, 420 MAIN
STREET, P. O. BOX 718, EVANSVILLE, INDIANA 47708, ATTENTION: JEFFREY L.
KNIGHT, CORPORATE SECRETARY AND GENERAL COUNSEL; TELEPHONE (812) 464-1434.

                                      3


         NO DEALER, SALES PERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN
OR INCORPORATED BY REFERENCE INTO THIS PROSPECTUS OR ANY ACCOMPANYING
PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR ANY UNDERWRITER, AGENT OR DEALER.  NEITHER THE DELIVERY OF THIS
PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE THEREUNDER WILL,
UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE
IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THEREOF.  THIS
PROSPECTUS AND ANY RELATED PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY
IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION.

                                 THE COMPANY

         The Company is a multi-bank holding company that, at March 31, 1997,
operated 119 banking offices in Indiana, Illinois and Kentucky through its
bank subsidiaries (the "Affiliate Banks").  At March 31, 1997, the Company had
total consolidated assets of $5.4 billion, total consolidated deposits of $4.2
billion and total consolidated shareholders equity of $453.4 million and
ranked as the largest publicly owned independent bank holding company
headquartered in the State of Indiana measured by total consolidated assets.

         The Company began an acquisition program in 1985 and has acquired 35
financial institutions since that time.  The Company also owns nonbank
subsidiaries that provide fiduciary and trust, securities brokerage,
investment, consumer lending, insurance agency and data processing services.
The Company continues to explore opportunities to acquire banks, savings
associations and nonbank companies as permitted by the Bank Holding Company
Act of 1956, as amended (the "BHC Act").  The Company regularly reviews,
analyzes and engages in discussions regarding possible additional
acquisitions.  It is not presently known whether, or on what terms, such
discussions will result in further acquisitions.  Such acquisitions may be
pending, from time to time, during the time that the Debt Securities are being
offered.

         The Company is a legal entity separate and distinct from its
Affiliate Banks and nonbank subsidiaries.  Accordingly, the right of the
Company, and thus the right of the Company's creditors and shareholders, to
participate in any distribution of the assets or earnings of any of the
Affiliate Banks or nonbank subsidiaries is necessarily subject to the prior
claims of creditors of such subsidiaries, except to the extent that claims of
the Company, in its capacity as a creditor, may be recognized.  The principal
sources of the Company's revenues are dividends and fees from its Affiliate
Banks and nonbank subsidiaries.  See "REGULATORY MATTERS--Dividend
Restrictions" for a discussion of the restrictions on the Affiliate Banks'
ability to pay dividends to the Company.

                                      4


         The Company was incorporated as an Indiana corporation in 1982 and
has functioned as a bank holding company since its formation.  The Company's
principal executive offices are located at 420 Main Street, Evansville,
Indiana 47708, and its telephone number is (812) 464-1434.

                               USE OF PROCEEDS

         Except as may otherwise be provided in an applicable Prospectus
Supplement, the net proceeds to be received by the Company from the sale of
the Debt Securities being offered hereby will be used for repayment of
indebtedness, investments in and advances to subsidiaries of the Company,
common stock repurchases by the Company and other general corporate purposes,
including possible future acquisitions.  Pending the uses described above,
such net proceeds may be invested in short-term investments.

                 SELECTED CONSOLIDATED FINANCIAL INFORMATION

         The following selected financial information for the years ended
December 31, 1992 through 1996 was derived from consolidated financial
statements of the Company and its subsidiaries which have been audited by
Arthur Andersen LLP, independent auditors for the Company, and is qualified in
its entirety by reference to such financial statements.  Such information
below should be read in conjunction with the consolidated financial
statements,  related notes and other financial information incorporated herein
by reference.  See "INCORPORATION BY REFERENCE."

         The financial information for the three months ended March 31, 1997
and 1996 is unaudited but, in the opinion of management, all adjustments,
consisting of normal recurring adjustments, necessary for a fair presentation
for such periods have been included.  The results for the three months ended
March 31, 1997 are not necessarily indicative of the results of a full year or
for future periods.




                     SELECTED CONSOLIDATED FINANCIAL DATA
          (Dollars in thousands except selected performance ratios)


                                              Three months
                                             ended March 31                      Years ended December 31
                                             --------------                      -----------------------
                                            1997        1996       1996         1995        1994        1993         1994
RESULTS OF OPERATIONS
   (Taxable equivalent basis)
                                                                                              
Interest income. . . . . . . . . . . .    $106,181    $99,236    $408,070     $389,131    $343,852    $336,890     $351,404

Interest expense . . . . . . . . . . .      49,177     47,315     190,631      186,500     146,152     144,427      166,991
                                          --------    -------    --------     --------    --------    --------     --------
Net interest income. . . . . . . . . .      57,004     51,921     217,439      202,631     197,700     192,463      184,413

Provision for loan losses. . . . . . .       3,757      2,002      11,012        7,135       7,754      10,359       11,919
                                          --------    -------    --------     --------    --------    --------     --------

Net interest income after
 provision for loan losses . . . . . .      53,247     49,919     206,427      195,496     189,946     182,104      172,494

Noninterest income . . . . . . . . . .      11,433     10,262      44,801       39,594      34,876      33,993       29,485

Noninterest expense. . . . . . . . . .      38,154     35,841     152,320      147,315     147,295     135,259      123,451
                                          --------    -------    --------     --------    --------    --------     --------

Income before income taxes . . . . . .      26,526     24,340      98,908       87,775      77,527      80,838       78,528

Income taxes . . . . . . . . . . . . .      10,468      9,668      38,729       33,836      28,524      30,268       29,913
                                          --------    -------    --------     --------    --------    --------     --------

Net Income . . . . . . . . . . . . . .    $ 16,058    $14,672    $ 60,179     $ 53,939    $ 49,003    $ 50,570     $ 48,615
                                          ========    =======    ========     ========    ========    ========     ========



                                      5





                                    Three months
                                   ended March 31                         Years ended December 31
                                   --------------                         -----------------------
                                  1997        1996         1996        1995        1994        1993        1992
                                                                                   
 YEAR END BALANCES
 Total assets                  $5,409,228  $5,067,471   $5,366,591  $5,103,195  $4,909,804  $4,748,112  $4,434,160

 Total loans, net of
   unearned income              3,535,543   3,272,746    3,523,300   3,261,746   3,098,820   2,810,453   2,606,563

 Total deposits                 4,208,029   4,137,256    4,268,024   4,183,082   3,875,752   3,898,967   3,723,039
 Shareholder's equity             435,355     459,643      458,526     461,424     440,671     435,406     406,137

 SELECTED PERFORMANCE RATIOS (based on averages)

 Return on assets                    1.21%       1.16%        1.17%       1.09%       1.03%       1.09%       1.11%

 Return on equity (1)               14.27       12.93        13.29       12.01       10.92       11.38       12.45
 Equity to assets                    8.60        9.20         8.90        8.99        9.35        9.58        8.89


 Primary capital to assets           9.45       10.01         9.72        9.85       10.25       10.43        9.72


 Net charge-offs to
   average loans                     0.30        0.17         0.33        0.26        0.28        0.25        0.31

 Allowance for loan losses
   to average loans                  1.31        1.28         1.31        1.28        1.43        1.57        1.47



(1) Excludes unrealized gains (losses) on investment securities.

                      RATIO OF EARNINGS TO FIXED CHARGES

         The following table sets forth the historical consolidated ratios of
earnings to fixed charges of the Company and its subsidiaries for the periods
indicated:




                                          Three months ended
                                                March 31                   Year Ended December 31
                                          ------------------               ----------------------
                                           1997     1996        1996     1995     1994     1993     1992

                                                                               
Ratio of Earnings to Fixed Charges (1)
         Excluding Interest on Deposits    3.46x    4.49x       3.99x    3.66x    4.07x    5.50x    5.37x
         Including Interest on Deposits    1.47     1.44        1.44     1.40     1.44     1.48     1.42



(1)      The ratio of earnings to fixed charges for the Company is computed by
         dividing earnings by fixed charges.  For purposes of calculating the
         ratio of earnings to fixed charges, "earnings" is defined as pretax
         income from continuing operations plus fixed charges.  "Fixed
         charges" include the total of interest expense, capitalized interest,
         expensed or capitalized amortization of debt expense and any related
         discount or premium, and such portion of rental expense which is
         representative of the interest factor of each such rental.

                                      6


                              REGULATORY MATTERS

         The following discussion sets forth certain elements of the
regulatory framework applicable to bank holding companies and their
subsidiaries and provides certain specific information relevant to the
Company.  This regulatory framework is intended primarily for the protection
of depositors and the Federal deposit insurance funds and not for the
protection of holders of securities, including the Debt Securities.  To the
extent that the following information describes statutory or regulatory
provisions, it is qualified in its entirety by reference to those provisions.
A change in the statutes, regulations or regulatory policies applicable to the
Company or its subsidiaries may have a material effect on the business of the
Company.

GENERAL

         As a bank holding company, the Company is subject to regulation under
the BHC Act, and to inspection, examination and supervision by the Board of
Governors of the Federal Reserve System ("Federal Reserve").  Under the BHC
Act, bank holding companies generally may not acquire ownership or control of
more than 5% of the voting shares or substantially all the assets of any
company, including a bank, without the Federal Reserve's prior approval.
Similarly, bank holding companies generally may not acquire ownership or
control of a savings association without the prior approval of the Federal
Reserve.  Further, branching by the Affiliate Banks is subject to the
jurisdiction, and requires the prior approval, of each Affiliate Bank's
primary federal banking regulator and, if the Affiliate Bank is a
state-chartered bank, the appropriate state banking regulator.  In addition,
bank holding companies generally may engage, directly or indirectly, only in
banking and such other activities as are determined by the Federal Reserve to
be closely related to banking. Under the BHC Act, the Federal Reserve has the
authority to require a bank holding company to terminate any activity or
relinquish control of the nonbank subsidiary (other than a nonbank subsidiary
of a bank) upon the Federal Reserve's determination that such activity or
control constitutes a risk to the financial soundness and stability of any
bank subsidiary of the bank holding company.  The Company and the Affiliate
Banks are subject to the Federal Reserve Act, which limits borrowings by the
Company and its nonbank subsidiaries from the Affiliate Banks and also limits
various other transactions between the Company and its nonbank subsidiaries
with the Affiliate Banks.

         The Affiliate Banks which are national banks are supervised,
regulated and examined by the Office of the Comptroller of the Currency
("OCC").  The Affiliate Banks which are state banks chartered in Indiana are
supervised, regulated and examined by the Indiana Department of Financial
Institutions.  The Affiliate Banks chartered in Kentucky are supervised,
regulated and examined by the Kentucky Department of Financial Institutions,
and those Affiliate Banks chartered in Illinois are supervised, regulated and
examined by the Illinois Commissioner of Banks and Trust Companies.  In
addition, those Affiliate Banks which are state banks and members of the
Federal Reserve System are supervised and regulated by the Federal Reserve,
and those state banks which are not members of the Federal Reserve System are
supervised and regulated by the Federal Deposit Insurance Corporation
("FDIC").  The single Affiliate Bank which is a federal savings association is
supervised, regulated and examined by the Office of Thrift Supervision.  Each
banking regulator has the authority to issue cease-and-desist orders if it
determines that the activities of a bank regularly represent an unsafe and
unsound banking practice or a violation of law.

                                      7


         Both Federal and state law extensively regulates various aspects of
the banking business, such as, for example, reserve and capital requirements,
truth-in-lending and truth-in-savings disclosure, equal credit opportunity,
fair credit reporting, trading in securities and other aspects of banking
operations.   The Company, the Affiliate Banks and the Company's nonbank
subsidiaries are also affected by the fiscal and monetary policies of the
Federal government and the Federal Reserve and by various other governmental
laws, regulations and requirements.  Further, the earnings of the Company and
Affiliate Banks are affected by general economic conditions and prevailing
interest rates.  Legislation and administrative actions affecting the banking
industry are frequently considered by the United States Congress, state
legislatures and various regulatory agencies.  It is not possible to predict
with certainty whether such legislation or administrative actions will be
enacted or the extent to which the banking industry, in general, or the
Company and the Affiliate Banks, in particular, would be affected.

LIABILITY FOR BANK SUBSIDIARIES

         The Federal Reserve has a policy to the effect that a bank holding
company is expected to act as a source of financial and managerial strength to
each of its subsidiary banks and to maintain resources adequate to support
each such subsidiary bank.  This support may be required at times when the
Company may not have the resources to provide it.  In addition, Section 55 of
the National Bank Act permits the OCC to order the pro rata assessment of
shareholders of a national bank whose capital has become impaired.  If a
shareholder fails within three months to pay such an assessment, the OCC can
order the sale of the shareholder's stock to cover the deficiency.  In the
event of a bank holding company's bankruptcy, any commitment by the bank
holding company to a federal bank regulatory agency to maintain the capital of
a subsidiary bank would be assumed by the bankruptcy trustee and entitled to
priority of payment.

         Any depository institution insured by the FDIC may be held liable for
any loss incurred, or reasonably expected to be incurred, by the FDIC in
connection with (i) the default of a commonly controlled FDIC-insured
depository institution, or (ii) any assistance provided by the FDIC to a
commonly controlled FDIC-insured depository institution in danger of default.
"Default" is defined generally as the appointment of a conservator or receiver
and "in danger of default" is defined generally as the existence of certain
conditions indicating that a "default" is likely to occur in the absence of
regulatory assistance.  In the event that such a default occurred with respect
to a bank, any loans to the bank from its parent holding company would be
subordinate in right of payment to payment of the bank's depositors and
certain of its other obligations.

CAPITAL REQUIREMENTS

         The Company is subject to capital ratios, requirements and guidelines
imposed by the Federal Reserve, which are substantially similar to the ratios,
requirements and guidelines imposed by the Federal Reserve, the OCC and the
FDIC on the banks within their respective jurisdictions.  These capital
requirements establish higher capital standards for banks and bank holding
companies that assume greater credit risks.  For this purpose, a bank's or
holding company's assets and certain

                                      8


specified off-balance sheet commitments are assigned to four risk categories,
each weighted differently based on the level of credit risk that is ascribed
to such assets or commitments.  A bank's or holding company's capital is
divided into two tiers: "Tier 1" capital, which includes common shareholders
equity, non-cumulative perpetual preferred stock and related surplus
(excluding auction rate issues),  minority interests in equity accounts of
consolidated subsidiaries, less goodwill, certain identifiable intangible
assets and certain other assets; and "Tier 2" capital, which includes, among
other items, perpetual preferred stock not meeting the Tier 1 definition,
mandatory convertible securities, subordinated debt and allowances for loan
and lease losses, subject to certain limitations, less certain required
deductions.

         Bank holding companies currently are required to maintain Tier 1 and
total capital (the sum of Tier 1 and Tier 2 capital) equal to at least 4% and
8% of total risk-weighted assets, respectively.  At March 31, 1997, the
Company met both requirements, with Tier 1 and total capital equal to 12.71%
and 14.84% of its total risk-weighted assets, respectively.

         In addition to the risk-based capital guidelines, the Federal Reserve
requires bank holding companies to maintain a minimum "leverage ratio" (Tier 1
capital to adjusted total assets) of 3%, if the holding company has the
highest regulatory rating and meets certain other requirements.  The Company
maintains the highest regulatory rating for risk-based capital purposes and,
accordingly, is required to maintain a minimum "leverage ratio" of 3%.  All
other bank holding companies are required to maintain a leverage ratio of 3%
plus at least 100 to 200 basis points.  At March 31, 1997, the Company's
leverage ratio was 8.24%.

         The foregoing capital requirements are minimum requirements.  The
Federal Reserve may set capital requirements higher than the minimums
described above for holding companies whose circumstances warrant it.  For
example, holding companies experiencing or anticipating significant growth may
be expected to maintain capital ratios including tangible capital positions
well above the minimum levels.  The Federal Reserve has not, however, imposed
any such special capital requirements on the Company.

         Additionally, the Federal Deposit Insurance Corporation Improvement
Act of 1991 ("FDICIA"), among other things, identifies five capital categories
for insured depository institutions (well capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized and critically
undercapitalized) and requires the respective Federal regulatory agencies to
implement systems for "prompt corrective action" for insured depository
institutions that do not meet minimum capital requirements within such
categories.  FDICIA imposes progressively more restrictive constraints on
operations, management and capital distributions, depending on the category in
which an institution is classified.  Failure to meet the capital guidelines
could also subject a banking institution to capital raising requirements.  An
"undercapitalized" bank must develop a capital restoration plan and its parent
holding company must guarantee the bank's compliance with the plan.  The
liability of the parent holding company under any such guarantee is limited to
the lesser of 5% of the bank's assets at the time it became "undercapitalized"
or the amount needed to comply with the plan.  Furthermore, in the event of
the bankruptcy of the parent holding company, such guarantee would take
priority over the parent's general unsecured creditors.  In addition, FDICIA
requires the various regulatory agencies to prescribe certain non-capital
standards for safety and executive compensation and permits regulatory action
against a financial institution that does not meet such standards.

                                      9

DIVIDEND RESTRICTIONS

         The Company is dependent to a large extent on dividends from its
Affiliate Banks for its revenues.  Various federal and state statutory
provisions limit the amount of dividends the Affiliate Banks can pay to the
Company without regulatory approval.  At March 31, 1997, $26.5 million of the
total shareholders equity of the Affiliate Banks was available for payment of
dividends to the Company without approval by the applicable regulatory
authority.

         In addition, federal bank regulatory authorities have authority to
prohibit the Company's affiliate banks from engaging in an unsafe or unsound
practice in conducting their business.  The payment of dividends, depending
upon the financial condition of the bank in question, could be deemed to
constitute such an unsafe or unsound practice.  The ability of the Affiliate
Banks to pay dividends in the future is presently, and could be further,
influenced by bank regulatory policies and capital guidelines as well as each
Affiliate Bank's earnings and financial condition.

INTERSTATE BANKING

         Under the Riegle-Neal Interstate Banking and Branching Efficiency Act
of 1994 (the "Riegle-Neal Act"), subject to certain concentration limits, (i)
bank holding companies, such as the Company, are permitted to acquire banks
and bank holding companies located in any state of the United States, subject
to certain restrictions, and (ii) banks are permitted, beginning June 1, 1997,
to acquire branch offices outside their home states by merging with
out-of-state banks, purchasing branches in other states or establishing de
novo branch offices in other states; provided that, in the case of any such
purchase or opening of individual branches, the host state has adopted
legislation "opting in" to the relevant provisions of the Riegle-Neal Act; and
provided further, that, in the case of a merger with a bank located in another
state, the host state has not adopted legislation "opting out" of the relevant
provisions of the Riegle-Neal Act.  The Company may, under the Riegle-Neal
Act, acquire banks in additional states and combine its Affiliate Banks under
a smaller number of separate bank charters.


                        DESCRIPTION OF DEBT SECURITIES

         The Debt Securities are to be issued under an Indenture dated as of
__________, 1997, as amended, supplemented or modified from time to time (the
"Indenture"), between the Company and  Bank One Trust Company, N.A., as
trustee (together with any successor in such capacity, the "Trustee").

         The form of the Indenture is filed as an exhibit to the Registration
Statement of which this Prospectus is a part.  The statements and descriptions
in this Prospectus or in any Prospectus Supplement regarding provisions of the
Debt Securities and the Indenture are summaries thereof, do not purport to be
complete and are subject to, and are qualified in their entirety by reference
to, all of the provisions of the Indenture and the Debt Securities, including
the definitions therein of certain terms.  Certain capitalized terms used but
not otherwise defined herein have the meanings assigned to them in the
Indenture.  Wherever particular sections of the Indenture or terms that are
defined in the Indenture are referred to herein or in a Prospectus Supplement,
it is intended that such sections or defined terms will be incorporated by
reference herein or therein, as the case may be.

                                      10


GENERAL

         The Debt Securities will be direct, unsecured and unsubordinated
obligations of the Company and may be issued in one or more series.  The
particular terms of each series of Debt Securities, as well as any
modifications or additions to the general terms of the Debt Securities as
described herein which may be applicable in the case of a particular series of
Debt Securities, are described in the Prospectus Supplement relating to such
series of Debt Securities.  Accordingly, for a description of the terms of a
particular series of Debt Securities, reference must be made to both the
Prospectus Supplement relating thereto and to the description of Debt
Securities set forth in this Prospectus.

         Reference is made to the Prospectus Supplement for the terms of the
particular series of Debt Securities being offered thereby, including, but not
limited to, the following:  (i) the title of such Debt Securities and the
series in which such Debt Securities will be included; (ii) any limit on the
aggregate principal amount of such Debt Securities; (iii) the percentage of
their principal amount at which such Debt Securities will be issued and, in
the case of Original Issue Discount Securities, the principal amount thereof
payable upon acceleration of the maturity thereof; (iv) the date or dates on
which the principal of such Debt Securities is payable or the manner in which
such dates are determined; (v) the rate or rates (which may be fixed or
floating) or amount or amounts per annum at which such Debt Securities will
bear interest, if any, or the method of determining such rates or amounts;
(vi) the date from which such interest, if any, on such Debt Securities will
accrue, the dates on which such interest, if any, will be payable, the date on
which payment of such interest, if any, will commence and the record dates for
such interest payment dates, if any; (vii) the places of payment and the
places where such Debt Securities may be surrendered for registration of
transfer or exchange; (viii) the terms of any mandatory or optional redemption
(including any sinking fund provisions or any provisions for repayment at the
option of a Holder or upon the occurrence of a specified event); (ix) whether
such Debt Securities are to be issued initially or permanently in the form of
a global Debt Security and, if so, the identity of the Depository (as
hereinafter defined) for such global Debt Security; (x) any deletions from,
modifications of or additions to the Events of Default or covenants of the
Company with respect to such Debt Securities; and (xi) any other terms of such
Debt Securities.

         The Indenture does not limit the aggregate principal amount of Debt
Securities that may be issued thereunder or of any particular series of such
Debt Securities and provides that the Debt Securities may be issued thereunder
from time to time in one or more series up to the aggregate principal amount
which may be authorized from time to time by the Company.  (Section 301 of the
Indenture)  All Debt Securities issued under the Indenture will rank equally
and ratably with any other Debt Securities issued thereunder and other
unsecured and unsubordinated debt of the Company outstanding from time to
time.  Because the Company is a holding company, the right of the Company, and
hence the right of creditors of the Company (including the Holders of the Debt
Securities), to participate in any distribution of the assets of any
subsidiary upon its liquidation or reorganization or otherwise is necessarily
subject  to the prior claims of creditors of the subsidiary, except to the
extent that claims of the Company itself as a creditor of the subsidiary may
be recognized.

                                      11


         Unless the Prospectus Supplement relating to a particular series of
Debt Securities specifies otherwise, Debt Securities will be issued in
denominations of $1,000 and integral multiples of $1,000 in excess thereof.
No service charge will be made for any transfer or exchange of Debt
Securities, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
(Sections 302 and 305 of the Indenture)

         Some of the Debt Securities may be issued under the Indenture as
Original Issue Discount Securities (bearing no interest or interest at a rate
which at the time of issuance is below market rates) to be sold at a discount
below their stated principal amount. Certain United States Federal income tax
consequences and other special considerations applicable to any such Original
Issue Discount Securities will be described in the Prospectus Supplement
relating thereto.

         Unless otherwise indicated in the Prospectus Supplement relating to a
particular series of Debt Securities, the principal of and any premium or
interest on Debt Securities issued in certificated form will be payable, and,
subject to certain limitations, the transfer of Debt Securities will be
registrable, at the offices of the Trustee designated for that purpose in The
City of New York, provided that at the option of the Company, interest may be
paid by check, wire transfer or any other means permitted in the form of such
Debt Securities. Unless otherwise indicated in an applicable Prospectus
Supplement, payment of any installment of interest on a Debt Security will be
made to the person in whose name such Debt Security is registered at the close
of business on the Regular Record Date for such interest payment. In the case
of global Debt Securities (which will be registered in the name of the
Depository or its nominee), payment will be made to the Depository or its
nominee in accordance with the then-existing arrangements between the paying
agent(s) for such global Debt Securities and the Depository.  See "DESCRIPTION
OF DEBT SECURITIES--Global Debt Securities."  (Sections 305, 307 and 1002 of
the Indenture)  Reference is also made to the section entitled "DESCRIPTION OF
NOTES--Book-Entry Notes" in the accompanying Prospectus Supplement dated
__________, 1997.

         The Indenture does not contain any provision that limits the ability
of the Company to incur indebtedness (either directly or through merger or
consolidation) or that would afford Holders of Debt Securities protection in
the event of a highly leveraged or similar transaction involving the Company,
except as described herein under "DESCRIPTION OF DEBT SECURITIES--Limitation
on Liens" and "--Merger and Consolidation."  Reference is made to the
Prospectus Supplement relating to the series of Debt Securities offered
thereby for information with respect to any deletions from, modifications of
or additions to, the Events of Default or covenants that may be included in
the terms of such series of Debt Securities, including any addition of a
covenant or other provision providing event risk or similar protection.

                                      12


         Under the Indenture, the Company will have the ability, in addition
to the ability to issue Debt Securities with terms different from those of
Debt Securities previously issued, to "reopen" a previous issue of a series of
Debt Securities and issue additional Debt Securities of such series.

LIMITATION ON LIENS

         Under the Indenture, the Company may not, and may not permit any
Significant Subsidiary to, create or suffer to permit or exist any lien of any
kind, as security for borrowed money so long as any of the Debt Securities or
coupons appertaining thereto are Outstanding, upon the shares of capital stock
of any Significant Subsidiary without effectively providing prior to or
concurrently therewith that the Debt Securities will be secured equally and
ratably with or prior to the indebtedness or other obligations secured by such
lien.  (Section 1007 of the Indenture)  Under the Indenture, a "Significant
Subsidiary" is a Subsidiary of the Company, the total assets of which equal or
exceed 25% of the total assets of the Company as shown on the Company's
consolidated balance sheet at the end of the fiscal quarter prior to the date
of determination.

LIMITATION ON SALE OF STOCK

         Under the Indenture, the Company may not, and may not permit any
Significant Subsidiary to, sell, assign, transfer or otherwise dispose of, and
will not permit any Significant Subsidiary to issue (other than to the
Company), any capital stock of such Significant Subsidiary or securities
convertible into, or options, warrants or rights to subscribe for or to
purchase, any capital stock of any such Significant Subsidiary except with
respect to sales of shares of capital stock of the Significant Subsidiary (i)
to an individual for the purpose of qualifying such individual to serve as a
director of such Significant Subsidiary; (ii) for cash consideration that is
at least equal to the fair market value of such stock if the Company will
continue to own not less than 80% of each class of capital stock of such
Significant Subsidiary; (iii) made in connection with a merger or
consolidation if, after giving effect to such merger or consolidation, the
Company's or any such Significant Subsidiary's proportionate ownership share
in the resulting or surviving entity is not less than its proportionate
ownership share in such Significant Subsidiary immediately prior to such
merger or consolidation; (iv) made in compliance with a final order of a court
or regulatory authority of competent jurisdiction; or (v) made by a
Significant Subsidiary to the Company. (Section 1008 of the Indenture)

EVENTS OF DEFAULT, NOTICE AND WAIVER

         Unless otherwise indicated in the Prospectus Supplement relating to a
particular series of Debt Securities, if an Event of Default with respect to
any Debt Securities of any series Outstanding under the Indenture will occur
and be continuing, the Trustee or the Holders of at least 25% in aggregate
principal amount of the Debt Securities of that series Outstanding may
declare, by notice as provided in the Indenture, the principal amount (or such
lesser amount as may be provided for in the Debt Securities of that series) of

                                      13


all the Debt Securities of that series Outstanding to be due and payable
immediately; provided, that in the case of an Event of Default involving
certain events in bankruptcy, insolvency or reorganization, acceleration is
automatic; and, provided further, that if all Events of Default with respect
to Debt Securities of that series will have been cured, or waived as
hereinafter provided, and all amounts due otherwise than on account of such
acceleration will have been paid or deposited with the Trustee, the Holders of
a majority in aggregate principal amount of the Debt Securities of that series
then Outstanding may rescind and annul such acceleration and its consequences.
(Section 502 of the Indenture)  Upon acceleration of the Maturity of Original
Issue Discount Securities, an amount less than the principal amount thereof
will become due and payable.  Reference is made to the Prospectus Supplement
relating to any Original Issue Discount Securities for the particular
provisions relating to acceleration of the Maturity thereof.  Any past default
under the Indenture with respect to Debt Securities of any series, and any
Event of Default arising therefrom, may be waived by the Holders of a majority
in aggregate principal amount of the Debt Securities of such series
Outstanding under the Indenture, except in the case of (i) default in payment
of the principal of or any premium or interest on, or any Additional Amounts
in respect of, any Debt Securities of such series or (ii) default in respect
of a covenant or provision which may not be amended or modified without the
consent of the Holder of each Outstanding Debt Security of such series
affected.  (Section 513 of the Indenture)

         Each of the following constitutes an Event of Default with respect to
each series of Debt Securities under the Indenture:  (i) default in the
payment of any interest or Additional Amounts payable in respect of any Debt
Security of such series or any coupon appertaining thereto when such interest
or Additional Amounts become due and payable, and continuance of such default
for a period of 30 days; (ii) default in the payment of the principal of and
any premium on any Debt Security of such series when it becomes due and
payable, whether at the Stated Maturity, upon redemption or repayment, by
acceleration or otherwise; (iii) default in the making of any sinking fund
payment on any Debt Security of such series; (iv) default in the performance
or breach of any covenant or warranty of the Company contained in the
Indenture for the benefit of such series or in the Debt Securities of such
series, and the continuance of such default or breach for 90 days after
written notice has been given as provided in the Indenture; (v) acceleration
of the maturity of indebtedness for money borrowed of the Company in a
principal amount in excess of $25 million if such acceleration is not annulled
or such indebtedness is not discharged within 15 days after written notice as
provided in the Indenture; (vi) certain events in bankruptcy, insolvency or
reorganization; and (vii) any other Event of Default provided with respect to
the Debt Securities of such series.  (Section 501 of the Indenture)

         The Trustee is required, within 90 days after the occurrence of a
default with respect to the Debt Securities of any series which is known to
the Trustee and is continuing (without regard to any grace period or notice
requirements), to give to the Holders of the Debt Securities of such series
notice of such default; provided, however, that, except in the case of a
default in the payment of the principal of or any premium or interest on, or
Additional Amounts in respect of, any Debt Securities of such series or in the
payment of any sinking fund installment with respect to the Debt Securities of
such series, the Trustee will be protected in withholding such notice if it in
good faith determines that the withholding of such notice is in the interests
of the Holders of the Debt Securities and coupons of such series; and provided
further that, in the case of any default referred to in clause (iv) of the
preceding paragraph with respect to the Debt Securities of such series, no
such notice to Holders will be given until at least 30 days after the
occurrence thereof.  (Section 602 of the Indenture)

                                      14


         The Trustee, subject to its duties during a default to act with the
required standard of care, may require indemnification by any of the Holders
of the Debt Securities of any series with respect to which a default has
occurred before proceeding to exercise any right or power under the Indenture
at the request of such Holders of the Debt Securities of such series or any
related coupons.  (Sections 601 and 603 of the Indenture)  Subject to such
right of indemnification and to certain other limitations, the Holders of a
majority in aggregate principal amount of the Outstanding Debt Securities of
any series may direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee with respect to the Debt Securities of such series.
(Section 512 of the Indenture)

         No Holder of a Debt Security of any series or any related coupons may
institute any action against the Company under the Indenture (except actions
for payment of overdue principal of, premium, if any, or interest, if any, on
and any Additional Amounts in respect of such Debt Security) unless the
Holders of at least 25% in aggregate principal amount of the Debt Securities
of that series then Outstanding under the Indenture will have requested the
Trustee to institute such action and offered to the Trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request and the Trustee will not have instituted such
action within 60 days of such request.  (Sections 507 and 508 of the
Indenture)

MERGER AND CONSOLIDATION

         The Company may consolidate with, merge with or into or sell or
convey all or substantially all of its assets to any other corporation,
association, company or business trust, provided that (i) (a) in the case of a
merger, the Company is the surviving company in the merger, or (b) the entity
surviving the merger, formed by such consolidation or which acquires such
assets will be a corporation, association, company or business trust organized
and existing under the laws of the United States of America or a State thereof
and will expressly assume payment of the principal of and any premium and
interest on, and any Additional Amounts in respect of, all the Debt Securities
and the performance and observance of all of the covenants of the Indenture
and the Debt Securities to be performed or observed by the Company and (ii)
the Company or such successor entity, as the case may be, will not immediately
thereafter be in default in the performance or observance of any such covenant
under the Indenture and the Debt Securities.  (Section 801 of the Indenture)

MODIFICATION AND WAIVER

                                      15

         Modification and amendment of the Indenture may be made by the
Company and the Trustee with the consent of the Holders of a majority in
aggregate principal amount of the Outstanding Debt Securities of each series
affected thereby, provided that no such modification or amendment may, without
the consent of the Holder of each Outstanding Debt Security affected thereby,
(i) change the Stated Maturity of the principal of, or any installment of
principal of or interest on, any Outstanding Debt Security; (ii) reduce the
principal amount of, or the rate or amount of interest on, or any premium or
Additional Amounts payable with respect to, any Debt Security; (iii) reduce
the amount of principal of an Original Issue Discount Security that would be
due and payable upon acceleration of the Maturity thereof or that would be
provable in bankruptcy; (iv) adversely affect any right of repayment at the
option of the Holder of any Debt Security; (v) change any Place of Payment of
the principal of, any premium or interest on or any Additional Amounts in
respect of, any Debt Security; (vi) impair the right to institute suit for the
enforcement of any such payment on or after the Stated Maturity, or any date
of redemption or repayment, thereof; (vii) reduce the percentage in aggregate
principal amount of Outstanding Debt Securities of any series necessary to
modify or amend the Indenture with respect to such series or reduce the
percentage of Outstanding Debt Securities of any series necessary to waive any
past default or compliance with certain restrictive provisions to less than a
majority in aggregate principal amount of such series, or reduce certain
requirements of the Indenture for quorum or voting; or (viii) modify the
provisions of the Indenture described in this paragraph or those regarding
waiver of compliance with certain provisions of, or certain defaults and their
consequences under, the Indenture, except to increase the percentage of
Outstanding Debt Securities necessary to modify and amend the Indenture or to
give any such waiver, and except to provide that certain other provisions of
the Indenture cannot be modified or waived without the consent of the Holder
of each Outstanding Debt Security affected thereby.  The Holders of a majority
in aggregate principal amount of the Outstanding Debt Securities of any series
may waive compliance by the Company with certain restrictive provisions
applicable to such series.  (Sections 902 and 1009 of the Indenture)

         Modification and amendment of the Indenture may be made by the
Company and the Trustee without the consent of any Holder of Outstanding Debt
Securities or coupons, for any of the following purposes: (i) to evidence the
succession of another corporation to the Company and the assumption of the
covenants of the Company; (ii) to add to the covenants of the Company for the
benefit of the Holders of all or any series of Debt Securities or to surrender
any right or power conferred upon the Company; (iii) to add any additional
Events of Default with respect to all or any series of Debt Securities; (iv)
to add to or change any restrictions on the payment of the principal of or any
premium or interest on Debt Securities, to modify the provisions relating to
Global Debt Securities or to permit the issuance of Debt Securities in
uncertificated form, provided any such action does not adversely affect the
interests of the Holders of the Debt Securities of any series or any related
coupons in any material respect; (v) to add to, change or eliminate any
provision of the Indenture, provided that such amendment will become effective
only if there is no Outstanding Debt Security of any series entitled to the
benefit of such provision or such amendment does not apply to any then
Outstanding Debt Security; (vi) to secure the Debt Securities pursuant to the
requirements of the Indenture or otherwise; (vii) to establish the form or
terms of the Debt Securities of any series and any related coupons; (viii) to
evidence and provide for the acceptance of appointment by a successor trustee
with respect to the Debt Securities of one or more series and to add to or
change any of the provisions as will be necessary to provide for or facilitate
the administration of the trusts under the Indenture by more than one Trustee;
(ix) to provide for the discharge of the Indenture with respect to the Debt
Securities of any series by the deposit of monies or Government Obligations in
trust; (x) to change the conditions, limitations and restrictions on the
authorized amount, terms or purposes of issuance, authentication and delivery
of the Debt Securities as set forth in the Indenture, the Debt Securities and
the Prospectus Supplement relating thereto; or (xi) to cure any ambiguity,
defect or inconsistency in the Indenture or to make any other provisions with
respect to matters or questions arising under the Indenture, provided such
action does not adversely affect the interests of the Holders of the Debt
Securities of any series or any related coupons in any material respect.
(Section 901 of the Indenture)


                                      16


SATISFACTION AND DISCHARGE

         Unless the Prospectus Supplement relating to a particular series of
Debt Securities specifies otherwise, the Company and the Trustee, without the
consent of any Holder of Outstanding Debt Securities, may execute a
supplemental indenture to provide that the Company will be discharged from any
and all obligations in respect of the Debt Securities of any series (except
for certain obligations to register the transfer or exchange of Debt
Securities, to replace stolen, lost or mutilated Debt Securities, to maintain
paying agencies and to hold moneys for payment in trust) upon the irrevocable
deposit with the Trustee, in trust, of money or Government Obligations, or a
combination thereof, which through the payment of interest and principal
thereof in accordance with their terms will provide money in an amount
sufficient to pay the principal of, any premium and interest on, and any
mandatory sinking fund payments or Additional Amounts in respect of the Debt
Securities of such series on the dates such payments are due in accordance
with the terms of the Indenture and such Debt Securities.  Such a supplemental
indenture may only be executed if certain conditions have been satisfied,
including that the Company has received from, or there has been published by,
the United States Internal Revenue Service a ruling, or there has been a
change in the applicable Federal income tax law, in either case, to the effect
that such a discharge will not cause the Holders of the Debt Securities of
such series to recognize income, gain or loss for federal income tax purposes.
(Section 901 of the Indenture)

         The Indenture provides that, when the conditions set forth in Section
401 thereof have been satisfied with respect to a series of Debt Securities,
upon the request of the Company, the Indenture will cease to be of further
effect with respect to such series (except as to any surviving right of
registration of transfer or exchange of Debt Securities expressly provided for
therein).  Such conditions include that (i) all Debt Securities of such series
and all coupons, if any, under the Indenture either will have been delivered
to the Trustee for cancellation or will be due, or are to be called for
redemption, within one year and (ii) with respect to all Debt Securities of
such series under the Indenture but not previously delivered to the Trustee
for cancellation, there will have been irrevocably deposited with the Trustee,
in trust, money or government Obligations, or a combination thereof, which
through the payment of interest and principal thereof in accordance with their
terms will provide money in an amount sufficient to pay the principal of, and
any premium and interest on and any Additional Amounts, all such Debt
Securities and coupons on the dates such payments are due in accordance with
the terms of the Indenture and such Debt Securities.  (Section 401 of the
Indenture)

                                      17


DEFEASANCE OF CERTAIN OBLIGATIONS

         Unless otherwise provided in the Prospectus Supplement relating to a
series of Debt Securities, the Company will have the option to omit to comply
with the covenants described under "DESCRIPTION OF DEBT
SECURITIES--Limitations on Liens" above, if applicable, and any additional
covenants not included in the original Indenture that may be specified as
applicable to such series in the Prospectus Supplement with respect thereto.
The Company, in order to exercise such option, will be required to irrevocably
deposit with the Trustee, in trust, money or Government Obligations, or a
combination thereof, which through the payment of interest and principal
thereof in accordance with their terms will provide money in an amount
sufficient to pay the principal of, any premium and interest on and any
mandatory sinking fund payments or analogous payments on any Additional
Amounts in respect of the Debt Securities of such series on the dates such
payments are due in accordance with the terms of the Indenture and such Debt
Securities.  The Company will also be required to deliver to the Trustee an
Opinion of Counsel to the effect that the deposit and related covenant
defeasance will not cause the Holders of the Debt Securities of such series to
recognize income, gain or loss for Federal income tax purposes.  (Section 1010
of the Indenture)  The Prospectus Supplement relating to a particular series
of Debt Securities may describe further provisions, if any, permitting such an
omission to comply.

THE TRUSTEE UNDER THE INDENTURE

         Several Affiliate Banks maintain correspondent bank accounts with
affiliates of Bank One Trust Company, N.A.

         The Indenture provides that an alternative Trustee may be appointed
by the Company with respect to any particular series of Debt Securities.  Any
such appointment will be described in the Prospectus Supplement relating to
such series of Debt Securities.

         The Trustee, prior to default, undertakes to perform only such duties
as are specifically set forth in the Indenture and, after default, is required
to exercise the same degree of care as a prudent individual would exercise in
the conduct of his or her own affairs. Subject to such provision, the Trustee
is under no obligation to exercise any of the rights or powers vested in it by
the Indenture at the request of any Holder of Debt Securities, unless offered
reasonable indemnity by such Holder against the costs, expenses and
liabilities which might be incurred thereby.  The Trustee is not required to
expend or risk its own funds or otherwise incur financial liability in the
performance of its duties if the Trustee reasonably believes that repayment or
adequate indemnity is not reasonably assured to it.  The Indenture contains
other provisions limiting the responsibilities and liabilities of the Trustee.
(Sections 601 and 603 of the Indenture)

                                      18


                             PLAN OF DISTRIBUTION

         The Company may sell Debt Securities to or through underwriters or
dealers; directly to other purchasers; through agents; or through any
combination of such methods of sale.  Any such underwriter, dealer or agent
involved in the offer and sale of the Debt Securities being offered hereby
will be named in an applicable Prospectus Supplement or Prospectus Supplements
(including any Pricing Supplement or Pricing Supplements).

         The distribution of the Debt Securities may be effected from time to
time in one or more transactions at a fixed price or prices, which may be
changed, or at market prices prevailing at the time of sale, at prices
relating to such prevailing market prices or at negotiated prices.

         In connection with the sale of Debt Securities, underwriters may
receive compensation from the Company or from purchasers of Debt Securities
for whom they may act as agents, in the form of discounts, concessions or
commissions.  Underwriters may sell Debt Securities to or through dealers, and
such dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agent.  Underwriters, dealers and agents that participate
in the distribution of Debt Securities may be deemed to be underwriters, and
any discounts or commissions received by them from the Company and any profit
on the resale of Debt Securities by them may be deemed to be underwriting
discounts and commissions, under the Securities Act. Any compensation paid by
the Company to underwriters, dealers or agents in connection with the offering
of the Debt Securities, and any discounts, concessions or commissions allowed
by underwriters to participating dealers, will be described in an applicable
Prospectus Supplement or Pricing Supplement.

         Under agreements which may be entered into by the Company,
underwriters, dealers and agents who participate in the distribution of Debt
Securities may be entitled to indemnification by the Company against and/or
contribution in certain instances by the Company toward liabilities, including
liabilities under the Securities Act, and to reimbursement for certain
expenses.

         Certain of the underwriters, dealers or agents and their associates
may be customers of, engage in transactions with and perform services for the
Company or one or more of its affiliates in the ordinary course of business.

         The specific terms and manner of sale, including the place and time
of delivery, of the Debt Securities in respect of which this Prospectus is
being delivered will be set forth or summarized in the applicable Prospectus
Supplement.

                                LEGAL MATTERS

         Unless otherwise indicated in a Prospectus Supplement, the validity
of each issue of the Debt Securities offered hereby will be passed upon for
the Company by Krieg DeVault Alexander & Capehart, Indianapolis, Indiana, and
certain legal matters relating to the Debt Securities offered hereby will be
passed upon for any underwriters, dealers or agents of a particular issue of
Debt Securities by Baker & Daniels, Indianapolis, Indiana.

                                      19


                                   EXPERTS

         The consolidated financial statements of the Company and its
subsidiaries appearing in the Company's Annual Report on Form 10-K for the
year ended December 31, 1996 have been audited by Arthur Andersen LLP,
independent auditors, as set forth in their report thereon with respect to
such financial statements and incorporated herein by reference.  See
"INCORPORATION BY REFERENCE."  Such financial statements are, and the audited
financial statements to be included in subsequently filed documents will be,
incorporated herein in reliance upon the reports of Arthur Andersen LLP
pertaining to such financial statements (to the extent covered by consents
filed with the Commission) given upon the authority of such firm as experts in
accounting and auditing.


SS-114677-3











                                      20





                 No dealer, salesperson or other individual has been
            authorized to give any information or to make any
            representation other than contained or incorporated by
            reference in this Prospectus Supplement, the applicable
            Pricing Supplement or the Prospectus in connection with the
            offer made by this Prospectus Supplement, and, if given or
            made, such information or representations must not be relied
            upon as having been authorized by the Company or the Agent.
            Neither the delivery of this Prospectus Supplement, the
            applicable Pricing Supplement or the Prospectus nor any sale
            made hereunder and thereunder will under any circumstances
            create an implication that there has not been any change in
            the affairs of the Company since the date hereof.  This
            Prospectus Supplement, the applicable Pricing Supplement and
            the Prospectus do not constitute an offer or solicitation by
            anyone in any jurisdiction in which such offer or
            solicitation is not authorized or in which the person making
            such offer is not qualified to do so or to anyone to whom it
            is unlawful to make such offer or solicitation.

                              ------------------------

                                  TABLE OF CONTENTS

                                PROSPECTUS SUPPLEMENT                 PAGE

            Risk Factors  . . . . . . . . . . . . . . . . . .

            Description of Notes  . . . . . . . . . . . . . .
            Certain United States Federal Income Tax
                 Considerations . . . . . . . . . . . . . . .
            Plan of Distribution  . . . . . . . . . . . . . .
            Legal Matters . . . . . . . . . . . . . . . . . .

                                     PROSPECTUS

            Available Information . . . . . . . . . . . . . .
            Incorporation by Reference  . . . . . . . . . . .
            The Company . . . . . . . . . . . . . . . . . . .
            Use of Proceeds . . . . . . . . . . . . . . . . .
            Selected Financial Information  . . . . . . . . .
            Ratio of Earnings to Fixed Charges  . . . . . . .
            Description of Debt Securities  . . . . . . . . .
            Plan of Distribution  . . . . . . . . . . . . . .
            Legal Matters . . . . . . . . . . . . . . . . . .
            Experts   . . . . . . . . . . . . . . . . . . . .




                     $150,000,000



                 OLD NATIONAL BANCORP



                  MEDIUM-TERM NOTES
               DUE NINE MONTHS OR MORE
                  FROM DATE OF ISSUE
                    SERIES ______


                      [ONB LOGO]




              NATCITY INVESTMENTS, INC.





              __________________, 1997



                                   PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS


Item 14. Other Expenses of Issuance and Distribution.

         The following table sets forth the estimated expenses of the
Registrant in connection with the offering described in this Registration
Statement:

      Securities and Exchange Commission
      Registration Fee   . . . . . . . . . . . . . . .   $ 45,500

      Printing and Engraving Expenses  . . . . . . . .   $ 30,000  (1)

      Rating Agencies Fees . . . . . . . . . . . . . .   $100,000  (1)

      Accounting Fees and Expenses . . . . . . . . . .   $ 25,000  (1)

      Legal Fees and Expenses  . . . . . . . . . . . .   $130,000  (1)

      Blue Sky Fees and Expenses . . . . . . . . . . .   $ 10,000  (1)

      Trustee Fees and Expenses  . . . . . . . . . . .   $  5,000  (1)

      Miscellaneous Expenses . . . . . . . . . . . . .   $ 14,500  (1)
                                                         =============
      Total  . . . . . . . . . . . . . . . . . . . . .   $360,000  (1)
      ___________________
      (1) Estimated

         Item 15.  Indemnification of Directors and Officers.

         The Registrant's Articles of Incorporation and By-Laws 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

                                     II-1


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.

         The Indiana Business Corporation Law provides in regard to
         indemnification of directors and officers as follows:

         23-1-37-8  INDEMNIFICATION OF DIRECTOR AGAINST LIABILITY

         Sec. 8.(a)   A corporation may indemnify an individual made a party
to a proceeding because the individual is or was a director against liability
incurred in the proceeding if;

                 (1)      the individual's conduct was in good faith; and

                 (2)      the individual reasonably believed;

                          (A)     in the case of conduct in the individual's
                                  official capacity with the corporation, that
                                  the individual's conduct was in its best
                                  interest; and

                          (B)     in all other cases, that the individual's
                                  conduct was at least not opposed to its best
                                  interests; and

                 (3)      in the case of any criminal proceeding, the
                          individual either;

                          (A)     had reasonable cause to believe the
                                  individual's conduct was lawful; or

                          (B)     had no reasonable cause to believe the
                                  individual's conduct was unlawful.

         (b)     A director's conduct with respect to an employee benefit plan
for a purpose the director reasonably believed to be in the interests of the
participants in and beneficiaries of the plan is conduct that satisfies the
requirement of subsection (a)(2)(B).

         (c)     The termination of a proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent is
not, of itself, determinative that the director did not meet the standard of
conduct described in this section.

         23-1-37-9   MANDATORY INDEMNIFICATION OF DIRECTOR AGAINST EXPENSE

         Sec. 9.   Unless limited by its articles of incorporation, a
corporation shall indemnify a director who was wholly successful, on the
merits or otherwise, in the defense of any proceeding to which the director
was a party because the director is or was a director of the corporation
against reasonable expenses incurred by the director in connection with the
proceeding.

                                     II-2


         23-1-37-13   OFFICERS, EMPLOYEES OR AGENTS; INDEMNIFICATION AND
         ADVANCE OF EXPENSE

         Sec. 13.   Unless a corporation's articles of incorporation provide
otherwise:

                 (1)      an officer of the corporation, whether or not a
         director, is entitled to mandatory indemnification under section 9 of
         this chapter, and is entitled to apply for court-ordered
         indemnification under section 11 of this chapter, in each case to the
         same extent as a director;

                 (2)      the corporation may indemnify and advance expenses
         under this chapter to an officer, employee, or agent of the
         corporation, whether or not a director, to the same extent as to a
         director; and

                 (3)      a corporation may also indemnify and advance
         expenses to an officer, employee, or agent whether or not a director,
         to the extent, consistent with public policy, that may be provided by
         its articles of incorporation, bylaws, general or specific action of
         its board of directors, or contract.

         23-1-37-15  INDEMNIFICATION RIGHTS UNDER ARTICLES OF INCORPORATION,
         BY-LAWS OR RESOLUTIONS

         Sec. 15.  (a)   The indemnification and advance for expenses provided
for or authorized by this chapter does not exclude any other rights to
indemnification and advance for expenses that a person may have under:

                 (1)      a corporation's articles of incorporation or bylaws;

                 (2)      a resolution of the board of directors or of the
         shareholders; or

                 (3)      any other authorization, whenever adopted, after
         notice, by a majority vote of all the voting shares then issued and
         outstanding.

         (b)     If the articles of incorporation, by-laws, resolutions of the
board of directors or of the shareholders, or other duly adopted authorization
of indemnification or advance for expenses limit indemnification or advance
for expenses, indemnification and advance for expenses are valid only to the
extent consistent with the articles, by-laws, resolutions of the board of
directors or of the shareholders, or other duly adopted authorization of
indemnification or advance for expenses.

         (c)     This chapter does not limit a corporation's power to pay or
reimburse expenses incurred by a director, officer, employee, or agent in
connection with the person's appearance as a witness in a proceeding at a time
when the person has not been made a named defendant or respondent to the
proceeding.

                                     II-3


Item 16.  Exhibits.

         The following exhibits are being filed as part of this registration
statement:

  Exhibit Number            Description
  --------------            -----------

           1.1*        Form of Distribution Agreement
           4.1*        Form of Indenture
           4.2         Form of Floating Rate Note
           4.3         Form of Fixed Rate Note
           4.4         Form of Interest Calculation Agency Agreement
           5.1         Opinion of Krieg DeVault Alexander & Capehart
          12.1*        Computation of Ratio of Earnings to Fixed Charges
          23.1         Consent of Arthur Andersen LLP
          23.2         Consent of Krieg DeVault Alexander & Capehart
                       (contained in Exhibit 5.1)
          24.1         Powers of Attorney
          25.1*        Form T-1 Statement of Eligibility of Trustee
   ___________________
         *  To be filed by amendment.

         Item 17. 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;

                          (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. Notwithstanding the foregoing, any
                 increase or decrease in volume of securities offered (if the
                 total dollar value of securities offered would not exceed
                 that which was registered) and any deviation from the low or
                 high end of the estimated maximum offering range may be
                 reflected in the form of prospectus filed with the Commission
                 pursuant to Rule 424(b) if, in the aggregate, the changes in
                 volume and price represent no more than a 20% change in the
                 maximum aggregate offering price set forth in the
                 "Calculation of Registration Fee" table in the registration
                 statement; and

                                     II-4


                          (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 with or furnished
to the Commission by the registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

                 (2)      That, for the purpose of determining any 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 section
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 the 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 any
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.

         (d)     The undersigned Registrant hereby undertakes that:

                 (1)      For purposes of determining any liability under the
         Securities Act of 1933, the information omitted from the form of
         prospectus filed as part of this registration statement in reliance
         upon Rule 430A and contained in a form of prospectus filed by the

                                     II-5


         Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
         Securities Act shall be deemed to be part of this registration
         statement as of the time it was declared effective.

                 (2)      For the purpose of determining any liability under
         the Securities Act of 1933, each post-effective amendment that
         contains a form of prospectus 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.

         (e)     The undersigned Registrant hereby undertakes to file an
application for the purpose of determining the eligibility of the Trustee to
act under subsection (a) of Section 310 of the Trust Indenture Act ("Act") in
accordance with the rules and regulations prescribed by the Commission under
Section 305(b)(2) of the Act.








SS-115689-3


















































                                     II-6


                                  SIGNATURES
                                  ----------

         Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Evansville, State of
Indiana, on June 17, 1997.


                                            OLD NATIONAL BANCORP

                                            By:/S/ RONALD B. LANKFORD
                                            -----------------------------
                                            Ronald B. Lankford, President


         Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following persons
in the capacities indicated below as of June 17, 1997.

Name                                           Title
- ----                                           -----

/S/ JOHN N. ROYSE             Chairman of the Board, Director and Chief
- --------------------------    Executive Officer (Principal Executive Officer)
John N. Royse

/S/ STEVE H. PARKER           Senior Vice President and Chief Financial
- --------------------------    Officer (Principal Accounting Officer)
Steve H. Parker

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

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

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

JOHN J. DAUS, JR.*            Director
- --------------------------
John J. Daus, Jr.

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

                                     II-7


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

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

THOMAS B. FLORIDA*            Director
- --------------------------
Thomas B. Florida

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

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

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

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

DAN W. MITCHELL*              Director
- --------------------------
Dan W. Mitchell

JAMES A. RISINGER*            Director
- --------------------------
James A. Risinger

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

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


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


SS-115689-3
















                                     II-8

EX-4.2

                                                           Exhibit 4.2

                         [FORM OF FLOATING RATE NOTE]

                                [FACE OF NOTE]

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE
ISSUED IS REGISTERED IN THE NAME OF _______________ OR IN SUCH OTHER NAME AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO
_______________ OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, _______________, HAS AN INTEREST HEREIN.(1)

UNLESS AND UNTIL THIS NOTE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC
TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF DTC
OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH
SUCCESSOR.(2)

REGISTERED                                                  REGISTERED
NO. FLR-[__________]                                  PRINCIPAL AMOUNT
CUSIP NO. [________]                                      $[_________]

                             OLD NATIONAL BANCORP

                               MEDIUM-TERM NOTE
                               (FLOATING RATE)

INTEREST RATE BASIS     ORIGINAL ISSUE DATE:    STATED MATURITY DATE:
OR BASES:

IF LIBOR:                                        IF CMT RATE:
   [ ] LIBOR Reuters                             Designated CMT Telerate Page:
   [ ] LIBOR Telerate                            If Telerate Page 7052:
                                                 [ ] Weekly Average
                                                 [ ] Monthly Average
                                                 Designated CMT Maturity Index:








- ------------------
         1 This paragraph applies to global Notes only.

         2 This paragraph applies to global Notes only.



INITIAL INTEREST RATE:    %
INITIAL INTEREST RESET DATE:
INTEREST RESET PERIOD:
INTEREST RESET DATE(S):
INTEREST PAYMENT DATE(S):
INDEX MATURITY:


SPREAD (PLUS OR MINUS):
SPREAD MULTIPLIER:
MINIMUM INTEREST RATE:  %
MAXIMUM INTEREST RATE:   %

INITIAL REDEMPTION DATE:
INITIAL REDEMPTION PERCENTAGE:   %
ANNUAL REDEMPTION PERCENTAGE REDUCTION:   %

OPTIONAL REPAYMENT DATE(S):


INTEREST CALCULATION:                         DAY COUNT CONVENTION:
[ ] Regular Floating Rate Note                [ ] 30/360 for the period
[ ] Floating Rate/Fixed Rate Note                   from              to
      Fixed Rate Commencement Date:           [ ] Actual/360 for the period
      Fixed Interest Rate:       %                  from              to
[ ] Inverse Floating Rate Note                [ ] Actual/Actual for the period
      Fixed Interest Rate:       %                  from              to
[ ] Discount Note Issue Price:     %          Applicable Interest Rate Basis:


                                              AUTHORIZED DENOMINATION:
                                              [ ] $1,000 and integral multiples
                                              thereof
                                              [ ] Other:

                                              ISSUE PRICE:
CALCULATION AGENT:                            AGENT'S DISCOUNT OR COMMISSION:

ADDENDUM ATTACHED                             OTHER/ADDITIONAL PROVISIONS:
[ ] Yes
[ ] No













                                     -2-


         OLD NATIONAL BANCORP, an Indiana corporation (the "Company," which
term includes any successor under the Indenture hereinafter referred to), for
value received, hereby promises to pay to _______________ or its registered
assigns, the principal sum of _______________ Dollars ($_____________), on the
Stated Maturity Date specified above (or any Redemption Date or Repayment
Date, each as defined on the reverse hereof or upon any declaration of
acceleration) (each such Stated Maturity Date, Redemption Date, Repayment Date
or declaration of acceleration being hereinafter referred to as the "Maturity
Date" with respect to the principal repayable on such date) and to pay
interest thereon, at a rate per annum equal to the Initial Interest Rate
specified above until the Initial Interest Reset Date specified above and
thereafter at a rate determined in accordance with the provisions specified
above and on the reverse hereof with respect to one or more Interest Rate
Bases specified above until the principal hereof is paid or duly made
available for payment.  The Company shall pay interest in arrears on each
Interest Payment Date, if any, specified above (each, an "Interest Payment
Date"), commencing with the first Interest Payment Date next succeeding the
Original Issue Date specified above, and on the Maturity Date; provided,
however, that if the Original Issue Date occurs between a Regular Record Date
(as defined below) and the next succeeding Interest Payment Date, interest
payments shall commence on the second Interest Payment Date next succeeding
the Original Issue Date to the Holder of this Note on the Regular Record Date
with respect to such second Interest Payment Date.

         Interest on this Note shall accrue from, and including, the
immediately preceding Interest Payment Date to which interest has been paid or
duly provided for (or from, and including, the Original Issue Date if no
interest has been paid or duly provided for) to, but excluding, the applicable
Interest Payment Date or the Maturity Date, as the case may be (each, an
"Interest Period").  The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date shall, subject to certain
exceptions described herein, be paid to the Person in whose name this Note (or
one or more predecessor Notes) is registered in the Security Register
applicable to this Note at the close of business on the fifteenth calendar day
(whether or not a Business Day, as defined on the reverse hereof) immediately
preceding such Interest Payment Date (the "Regular Record Date"); provided,
however, that interest payable on the Maturity Date shall be payable to the
Person to whom the principal hereof and premium, if any, hereon shall be
payable.  Any such interest not so punctually paid or duly provided for
("Defaulted Interest") shall forthwith cease to be payable to the Holder on
any Regular Record Date, and shall be paid to the Person in whose name this
Note is registered in the Security Register applicable to this Note at the
close of business on a special record date (the "Special Record Date") for the
payment of such Defaulted Interest to be fixed by the Trustee hereinafter
referred to, notice whereof shall be given to the Holder of this Note by the
Trustee not less than 10 calendar days prior to the Special Record Date or may
be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which this Note may be listed, and
upon such notice as may be required by such exchange, all as more fully
provided for in the Indenture.

         Payments of principal of, premium, if any, and interest in respect of
this Note due on the Maturity Date shall be made in immediately available
funds upon presentation and surrender of this Note (and, with respect to any
applicable Repayment Date, a duly completed election form as contemplated on
the reverse hereof) at the corporate trust office of the Trustee in the
Borough of Manhattan, The City of New York, or at such other paying agency in
[THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK], which is maintained by the
Trustee where Notes may be presented for

                                     -3-


payment, registration of transfer or exchange, and where notices to or demands
upon the Company in respect of the Notes or the Indenture may be made, as the
Company may determine.  Payment of interest due on any Interest Payment Date
other than the Maturity Date shall be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register maintained at the aforementioned office of the Trustee; provided,
however, that a Holder of U.S. $10,000,000 or more in aggregate principal
amount of Notes (whether having identical or different terms and provisions)
shall be entitled to receive interest payments on such Interest Payment Date
by wire transfer of immediately available funds if appropriate wire transfer
instructions have been received in writing by the Trustee not less than 15
calendar days prior to such Interest Payment Date.  Any such wire transfer
instructions received by the Trustee shall remain in effect until revoked by
such Holder.

         If any Interest Payment Date other than the Maturity Date would
otherwise be a day that is not a Business Day, such Interest Payment Date
shall be postponed to the next succeeding Business Day, except that if LIBOR
is an applicable Interest Rate Basis and such Business Day falls in the next
succeeding calendar month, such Interest Payment Date shall be the immediately
preceding Business Day, and if the Maturity Date falls on a day that is not a
Business Day, the required payment of principal, premium, if any, and interest
shall be made on the next succeeding Business Day, each with the same force
and effect as if made on the date such payment was due, and no interest shall
accrue with respect to such payment for the period from and after such
Interest Payment Date or the Maturity Date, as the case may be, to the date of
such payment on the next succeeding Business Day.

         As used herein, "Business Day" means any day, other than a Saturday
or Sunday, that is not a day on which banking institutions are authorized or
required by law, regulation or executive order to close in The City of New
York; provided, however, that if LIBOR is an applicable Interest Rate Basis on
this Note, such day is also a London Business Day (as defined below).  "London
Business Day" means any day on which dealings in United States dollars are
transacted in the London interbank market.

         The Company is obligated to make payment of principal of, premium, if
any, and interest in respect of this Note in United States dollars or in such
other coin or currency of the United States of America as at the time of such
payment is legal tender for the payment of public and private debts.

         Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof after the Trustee's Certificate of Authentication
and, if so specified above, in the Addendum hereto, which further provisions
shall have the same force and effect as if set forth on the face hereof.

         Notwithstanding any provisions to the contrary contained herein, if
the face of this Note specifies that an Addendum is attached hereto or that
"Other/Additional Provisions" apply, this Note shall be subject to the terms
set forth in such Addendum or such "Other/Additional Provisions."

         Unless the Certificate of Authentication hereon has been executed by
the Trustee by manual signature, this Note shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.

                                     -4-


         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed manually or by facsimile by its authorized officers.

Dated:

                                            OLD NATIONAL BANCORP


                                            By:
                                               --------------------------
                                            Name:
                                                 ------------------------
                                            Title:
                                                  -----------------------
Attest:

By:
   ------------------------
Name:
     ----------------------
Title:
      ---------------------

                                     -5-


                   TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Securities of the series designated herein
referred to in the within-mentioned Indenture.

                                       BANK ONE TRUST COMPANY, N.A.
                                          as Trustee


                                       By:
                                          ----------------------------
                                          Authorized Officer

                                       Name:
                                            --------------------------

                                       Title:
                                             -------------------------



SS-115693-2

































                                     -6-


                              [REVERSE OF NOTE]

                             OLD NATIONAL BANCORP

                               MEDIUM-TERM NOTE
                               (Floating Rate)


         This Note is one of a duly authorized issue of debt securities of the
Company (hereinafter called the "Securities"), issued or to be issued under
and pursuant to an Indenture dated as of ____________, 1997, as amended,
modified or supplemented from time to time (herein called the "Indenture"),
duly executed and delivered by the Company to Bank One Trust Company, N.A., as
Trustee (herein called the "Trustee," which term includes any successor
trustee under the Indenture with respect to the series of Securities of which
this Note is a part), to which Indenture and all indentures supplemental
thereto relating to this Note and the Officer's Certificate setting forth the
terms of this series of Securities reference is hereby made for a description
of the rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the Holders of the Securities, and
of the terms upon which the Securities are, and are to be, authenticated and
delivered.  This Note is one of the series of Securities designated as
"Medium-Term Notes Due Nine Months or More From Date of Issue" (the "Notes").

         This Note is issuable only in registered form without coupons in
minimum denominations of U.S. $1,000 and in integral multiples of $1,000 in
excess thereof or the minimum Authorized Denomination specified on the face
hereof.

         This Note shall not be subject to any sinking fund and, unless
otherwise provided on the face hereof in accordance with the provisions of the
following two paragraphs, shall not be redeemable or repayable prior to the
Stated Maturity Date.

         This Note shall be subject to redemption at the option of the Company
on any date on or after the Initial Redemption Date, if any, specified on the
face hereof, in whole or from time to time in part in increments of U.S.
$1,000 or the minimum Authorized Denomination (provided that any remaining
principal amount hereof shall be at least U.S. $1,000 or such minimum
Authorized Denomination), at the Redemption Price (as defined below), together
with unpaid interest accrued thereon to the date fixed for redemption (the
"Redemption Date"), on written notice given to the Holder of this Note no more
than 60 nor less than 30 calendar days prior to the Redemption Date and in
accordance with the provisions of the Indenture.  If no Initial Redemption
Date is set forth on the face hereof, this Note may not be redeemed prior to
Maturity. The "Redemption Price," if any, shall initially be the Initial
Redemption Percentage specified on the face hereof, if any, multiplied by the
unpaid principal amount of this Note to be redeemed.  The Initial Redemption
Percentage, if any, shall decline at each anniversary of the Initial
Redemption Date by the Annual Redemption Percentage Reduction, if any,
specified on the face hereof until the Redemption Price is 100% of the unpaid
principal amount to be redeemed.  In the event of redemption of this Note in
part only, a new Note of like tenor for the unredeemed portion hereof and
otherwise having the same terms as this Note shall be issued in the name of
the Holder hereof upon the presentation and surrender hereof.

                                     -7-


         This Note shall be subject to repayment by the Company at the option
of the Holder hereof on the Optional Repayment Date(s), if any, specified on
the face hereof, in whole or in part in increments of U.S. $1,000 or the
minimum Authorized Denomination (provided that any remaining principal amount
hereof shall be at least U.S. $1,000 or such minimum Authorized Denomination),
at a repayment price equal to 100% of the unpaid principal amount to be
repaid, together with unpaid interest accrued thereon to the date fixed for
repayment (each, a "Repayment Date").  If an Optional Repayment Date is not
set forth on the face hereof, this Note shall not be repayable at the option
of the Holder hereof prior to Maturity.  For this Note to be repaid, this Note
must be received, together with the form hereon entitled "Option to Elect
Repayment" duly completed, by the Trustee at its corporate trust office not
more than 60 nor less than 30 calendar days prior to the Repayment Date.
Exercise of such repayment option by the Holder hereof shall be irrevocable.
In the event of repayment of this Note in part only, a new Note of like tenor
for the unrepaid portion hereof and otherwise having the same terms as this
Note shall be issued in the name of the Holder hereof upon the presentation
and surrender hereof.

         If the Interest Calculation of this Note is specified on the face
hereof as a Discount Note, the amount payable to the Holder of this Note in
the event of redemption, repayment or acceleration of maturity of this Note
shall be equal to the sum of (i) the Issue Price, if any, specified on the
face hereof (increased by any accruals of the Discount, as defined below) and,
in the event of any redemption of this Note (if applicable), multiplied by the
Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage
Reduction, if applicable), if any, and (ii) any unpaid interest on this Note
accrued from the Original Issue Date to the Redemption Date, Repayment Date or
date of acceleration of maturity, as the case may be.  The difference between
the Issue Price and 100% of the principal amount of this Note is referred to
herein as the "Discount."

         For purposes of determining the amount of Discount that has accrued
as of any Redemption Date, Repayment Date or date of acceleration of maturity
of this Note, such Discount shall be accrued so as to cause the yield on the
Note to be constant.  The assumed constant yield shall be calculated using a
30-day month, 360-day year convention, a compounding period that, except for
the Initial Accrual Period (as defined below), corresponds to the shortest
period between Interest Payment Dates (with ratable accruals within a
compounding period), a constant coupon rate equal to the initial interest rate
applicable to this Note and an assumption that the maturity of this Note shall
not be accelerated.  If the period from the Original Issue Date to the initial
Interest Payment Date (the "Initial Accrual Period") is shorter than the
compounding period for this Note, a proportionate amount of the yield for an
entire compounding period shall be accrued. If the Initial Accrual Period is
longer than the compounding period, then such period shall be divided into a
regular compounding period and a short period, with the short period being
treated as provided in the preceding sentence.

         The interest rate borne by this Note shall be determined as follows:

                 (i)      Unless the Interest Calculation of this Note is
         specified on the face hereof as "Floating Rate/Fixed Rate Note" or an
         "Inverse Floating Rate Note," or as having an Addendum attached or
         having "Other/Additional Provisions" apply, in each case relating to
         a different interest rate formula, this Note shall be designated as a
         "Regular Floating Rate Note" and, except as set forth below or on the
         face hereof, shall bear interest at the rate

                                     -8-


         determined by reference to the applicable Interest Rate Basis or
         Bases (a) plus or minus the Spread, if any, and/or (b) multiplied by
         the Spread Multiplier, if any, in each case as specified on the face
         hereof.  Commencing on the Initial Interest Reset Date, the rate at
         which interest on this Note shall be payable shall be reset as of
         each Interest Reset Date specified on the face hereof; provided,
         however, that the interest rate in effect for the period, if any,
         from the Original Issue Date to the Initial Interest Reset Date shall
         be the Initial Interest Rate.

                 (ii)     If the Interest Calculation of this Note is
         specified on the face hereof as a "Floating Rate/Fixed Rate Note,"
         then, except as set forth below or on the face hereof, this Note
         shall bear interest at the rate determined by reference to the
         applicable Interest Rate Basis or Bases (a) plus or minus the Spread,
         if any, and/or (b) multiplied by the Spread Multiplier, if any.
         Commencing on the Initial Interest Reset Date, the rate at which
         interest on this Note shall be payable shall be reset as of each
         Interest Reset Date; provided, however, that (y) the interest rate in
         effect for the period, if any, from the Original Issue Date to the
         Initial Interest Reset Date shall be the Initial Interest Rate and
         (z) the interest rate in effect for the period commencing on the
         Fixed Rate Commencement Date specified on the face hereof to the
         Maturity Date shall be the Fixed Interest Rate specified on the face
         hereof or, if no such Fixed Interest Rate is specified, the interest
         rate in effect hereon on the date immediately preceding the Fixed
         Rate Commencement Date.

                 (iii)    If the Interest Calculation of this Note is
         specified on the face hereof as an "Inverse Floating Rate Note,"
         then, except as set forth below or on the face hereof, this Note
         shall bear interest at the Fixed Interest Rate minus the rate
         determined by reference to the applicable Interest Rate Basis or
         Bases (a) plus or minus the Spread, if any, and/or (b) multiplied by
         the Spread Multiplier, if any; provided, however, that, unless
         otherwise specified on the face hereof, the interest rate hereon
         shall not be less than zero.  Commencing on the Initial Interest
         Reset Date, the rate at which interest on this Note shall be payable
         shall be reset as of each Interest Reset Date; provided, however,
         that the interest rate in effect for the period, if any, from the
         Original Issue Date to the Initial Interest Reset Date shall be the
         Initial Interest Rate.

         Unless otherwise specified on the face hereof, the rate with respect
to each Interest Rate Basis shall be determined in accordance with the
applicable provisions below.  Except as set forth above or on the face hereof,
the interest rate in effect on each day shall be (i) if such day is an
Interest Reset Date, the interest rate determined as of the Interest
Determination Date (as defined below) immediately preceding such Interest
Reset Date or (ii) if such day is not an Interest Reset Date, the interest
rate determined as of the Interest Determination Date immediately preceding
the most recent Interest Reset Date.

         If any Interest Reset Date would otherwise be a day that is not a
Business Day, such Interest Reset Date shall be postponed to the next
succeeding Business Day, except that if LIBOR is an applicable Interest Rate
Basis and such Business Day falls in the next succeeding calendar month, such
Interest Reset Date shall be the immediately preceding Business Day.  In
addition, if the Treasury Rate is an applicable Interest Rate Basis and the
Interest Determination Date would

                                     -9-


otherwise fall on an Interest Reset Date, then such Interest Reset Date shall
be postponed to the next succeeding Business Day.

         As used herein, "Business Day" means any day, other than a Saturday
or Sunday, that is neither a legal holiday nor a day on which banking
institutions are authorized or required by law, regulation or executive order
to close in The City of New York; provided, however, that if LIBOR is an
applicable Interest Rate Basis on this Note, such day is also a London
Business Day (as defined below).  "London Business Day" means any day on which
dealings in United States dollars are transacted in the London interbank
market.

         The interest rate applicable to each Interest Reset Period (as
specified on the face hereof) commencing on the related Interest Reset Date
shall be the rate determined by the Calculation Agent as of the applicable
Interest Determination Date and calculated on or prior to the Calculation Date
(as hereinafter defined), except with respect to LIBOR and the Eleventh
District Cost of Funds Rate, which shall be calculated on such Interest
Determination Date.  The "Interest Determination Date" with respect to the CD
Rate, the CMT Rate, the Commercial Paper Rate, the Federal Funds Rate and the
Prime Rate shall be the second Business Day immediately preceding the
applicable Interest Reset Date; the "Interest Determination Date" with respect
to the Eleventh District Cost of Funds Rate shall be the last working day of
the month immediately preceding the applicable Interest Reset Date on which
the Federal Home Loan Bank of San Francisco (the "FHLB of San Francisco")
publishes the Index (as defined below); and the "Interest Determination Date"
with respect to LIBOR shall be the second London Business Day immediately
preceding the applicable Interest Reset Date. The "Interest Determination
Date" with respect to the Treasury Rate shall be the day in the week in which
the applicable Interest Reset Date falls on which day Treasury Bills (as
defined below) are normally auctioned (Treasury Bills are normally sold at an
auction held on Monday of each week, unless that day is a legal holiday, in
which case the auction is normally held on the following Tuesday, except that
such auction may be held on the preceding Friday); provided, however, that if
an auction is held on the Friday of the week preceding the applicable Interest
Reset Date, the Interest Determination Date shall be such preceding Friday;
provided, further, that if the Interest Determination Date would otherwise
fall on an Interest Reset Date, then such Interest Reset Date shall be
postponed to the next succeeding Business Day.  If the interest rate of this
Note is determined with reference to two or more Interest Rate Bases specified
on the face hereof, the "Interest Determination Date" pertaining to this Note
shall be the most recent Business Day which is at least two Business Days
prior to the applicable Interest Reset Date on which each Interest Rate Basis
is determinable.  Each Interest Rate Basis shall be determined as of such
date, and the applicable interest rate shall take effect on the related
Interest Reset Date.

         CD Rate.  If an Interest Rate Basis for this Note is specified on the
face hereof as the CD Rate, the CD Rate shall be determined as of the
applicable Interest Determination Date (a "CD Rate Interest Determination
Date") as the rate on such date for negotiable United States dollar
certificates of deposit having the Index Maturity specified on the face hereof
as published by the Board of Governors of the Federal Reserve System in
"Statistical Release H.15(519), Selected Interest Rates" or any successor
publication ("H.15(519)") under the heading "CDs (Secondary Market)," or, if
not published by 3:00 P.M., New York City time, on the related Calculation
Date (as defined below), the rate on such CD Rate Interest Determination Date
for negotiable United States dollar certificates of deposit of the Index
Maturity as published by the Federal Reserve Bank of New York in its daily

                                     -10-


statistical release "Composite 3:30 P.M. Quotations for United States
Government Securities" or any successor publication ("Composite Quotations")
under the heading "Certificates of Deposit."  If such rate is not yet
published in either H.15(519) or Composite Quotations by 3:00 P.M., New York
City time, on the related Calculation Date, then the CD Rate on such CD Rate
Interest Determination Date shall be calculated by the Calculation Agent
specified on the face hereof and shall be the arithmetic mean of the secondary
market offered rates as of 10:00 A.M., New York City time, on such CD Rate
Interest Determination Date, of three leading nonbank dealers in negotiable
United States dollar certificates of deposit in The City of New York selected
by the Calculation Agent after consultation with the Company for negotiable
United States Dollar certificates of deposit of major United States money
market banks with a remaining maturity closest to the Index Maturity in an
amount that is representative for a single transaction in that market at that
time; provided, however, that if the dealers so selected by the Calculation
Agent are not quoting as mentioned in this sentence, the CD Rate determined as
of such CD Rate Interest Determination Date shall be the CD Rate in effect on
such CD Rate Interest Determination Date.

         CMT Rate.  If an Interest Rate Basis for this Note is specified on
the face hereof as the CMT Rate, the CMT Rate shall be determined as of the
applicable Interest Determination Date (a "CMT Rate Interest Determination
Date") as the rate displayed on the Designated CMT Telerate Page (as defined
below) under the caption ". . . Treasury Constant Maturities . . . Federal
Reserve Board Release H.15 . . . Mondays Approximately 3:45 P.M.," under the
column for the Designated CMT Maturity Index (as defined below) for (i) if the
Designated CMT Telerate Page is 7055, the rate on such CMT Rate Interest
Determination Date and (ii) if the Designated CMT Telerate Page is 7052, the
weekly or the monthly average, as applicable for the week or month, as
applicable, ended immediately preceding the week or month, as applicable, in
which the related CMT Rate Interest Determination Date occurs.  If such rate
is no longer displayed on the relevant page or is not displayed by 3:00 P.M.,
New York City time, on the related Calculation Date, then the CMT Rate for
such CMT Rate Interest Determination Date shall be such treasury constant
maturity rate for the Designated CMT Maturity Index as published in the
relevant H.15(519).  If such rate is no longer published or is not published
by 3:00 P.M., New York City time, on the related Calculation Date, then the
CMT Rate on such CMT Rate Interest Determination Date shall be such treasury
constant maturity rate for the Designated CMT Maturity Index (or other United
States Treasury rate for the Designated CMT Maturity Index) for the CMT Rate
Interest Determination Date with respect to such Interest Reset Date as may
then be published by either the Board of Governors of the Federal Reserve
System or the United States Department of the Treasury that the Calculation
Agent determines to be comparable to the rate formerly displayed on the
Designated CMT Telerate Page and published in the relevant H.15(519).  If such
information is not provided by 3:00 P.M., New York City time, on the related
Calculation Date, then the CMT Rate on the CMT Rate Interest Determination
Date shall be calculated by the Calculation Agent and shall yield to maturity,
based on the arithmetic mean of the secondary market closing offer side prices
as of approximately 3:30 P.M., New York City time, on such CMT Rate Interest
Determination Rate reported, according to their written records, by three
leading primary United States government securities dealers (each, a
"Reference Dealer") in The City of New York selected by the Calculation Agent
(from five such Reference Dealers selected by the Calculation Agent after
consultation with the Company and eliminating the highest quotation (or, in
the event of quotation equality, one of the highest) and the lowest quotation
(or, in the event of quotation equality, one of the lowest)), for the most
recently issued direct noncallable fixed rate obligations of the United States
("Treasury Notes") with an

                                     -11-


original maturity of approximately the Designated CMT Maturity Index and a
remaining term to maturity of not less than such Designated CMT Maturity Index
minus one year.  If the Calculation Agent is unable to obtain three such
Treasury Note quotations, the CMT Rate on such CMT Rate Interest Determination
Date shall be calculated by the Calculation Agent and shall be a yield to
maturity based on the arithmetic mean of the secondary market closing offer
side prices as of approximately 3:30 P.M., New York City time, on such CMT
Rate Interest Determination Date of three Reference Dealers in The City of New
York (from five such Reference Dealers selected by the Calculation Agent after
consultation with the Company and eliminating the highest quotation (or, in
the event of quotation equality, one of the highest) and the lowest quotation
(or, in the event of quotation equality, one of the lowest)), for Treasury
Notes with an original maturity of the number of years that is the next
highest to the Designated CMT Maturity Index and a remaining term to maturity
closest to the Designated CMT Maturity Index and in an amount of at least U.S.
$100 million.  If three or four (and not five) of such Reference Dealers are
quoting as described above, then the CMT Rate shall be based on the arithmetic
mean of the offer prices obtained and neither the highest nor the lowest of
such quotes shall be eliminated; provided, however, that if fewer than three
Reference Dealers selected by the Calculation Agent are quoting as mentioned
herein, the CMT Rate determined as of such CMT Rate Interest Determination
Date shall be the CMT Rate in effect on such CMT Rate Interest Determination
Date.  If two Treasury Notes with an original maturity as described in the
second preceding sentence have remaining terms to maturity equally close to
the Designated CMT Maturity Index, the Calculation Agent shall obtain from
five Reference Dealers quotations for the Treasury Note with the shorter
remaining term to maturity.

         "Designated CMT Telerate Page" means the display on the Dow Jones
Telerate Service (or any successor service) on the page specified on the face
hereof (or any other page as may replace such page on that service for the
purpose of displaying Treasury Constant Maturities as reported in H.15(519).
If no such page is specified on the face hereof, the Designated CMT Telerate
Page shall be 7052, for the most recent week.

         "Designated CMT Maturity Index" means the original period to maturity
of the United States Treasury Securities (either 1, 2, 3, 5, 7, 10, 20 or 30
years) specified on the face hereof with respect to which the CMT Rate shall
be calculated.  If no such maturity is specified on the face hereof, the
Designated CMT Maturity Index shall be 2 years.

         Commercial Paper Rate.  If an Interest Rate Basis for this Note is
specified on the face hereof as the Commercial Paper Rate, the Commercial
Paper Rate shall be determined as of the applicable Interest Determination
Date (a "Commercial Paper Rate Interest Determination Date") as the Money
Market Yield (as defined below) on such date of the rate for commercial paper
having the Index Maturity as published in H.15(519) under the heading
"Commercial Paper."  In the event that such rate is not published by 3:00
P.M., New York City time, on the applicable Calculation Date, then the
Commercial Paper Rate on such Commercial Paper Rate Interest Determination
Date shall be the Money Market Yield of the rate for commercial paper having
the Index Maturity as published in Composite Quotations under the heading
"Commercial Paper" (with an Index Maturity of one month or three months being
deemed to be equivalent to an Index Maturity of 30 days or 90 days,
respectively).  If such rate is not yet published in either H.15(519) or
Composite Quotations by 3:00 P.M., New York City time, on such Calculation
Date, then the Commercial Paper Rate on such Commercial Paper Rate Interest
Determination Date shall be calculated by the Calculation Agent

                                     -12-


and shall be the Money Market Yield of the arithmetic mean of the offered
rates at approximately 11:00 A.M., New York City time, on such Commercial
Paper Rate Interest Determination Date of three leading dealers of commercial
paper in The City of New York selected by the Calculation Agent after
consultation with the Company for commercial paper having the Index Maturity
placed for an industrial issuer whose bond rating is "AA," or the equivalent
from a nationally recognized statistical rating organization; provided,
however, that if the dealers so selected by the Calculation Agent are not
quoting as mentioned in this sentence, the Commercial Paper Rate determined as
of such Commercial Paper Rate Interest Determination Date shall be the
Commercial Paper Rate in effect on such Commercial Paper Rate Interest
Determination Date.

         "Money Market Yield" means a yield (expressed as a percentage)
calculated in accordance with the following formula:

         Money Market Yield   =           D x 360             x   100
                                  ------------------------
                                       360 - (D x M)

where "D" refers to the applicable per annum rate for commercial paper quoted
on a bank discount basis and expressed as a decimal, and "M" refers to the
actual number of days in the Interest Period for which interest is being
calculated.

         Eleventh District Cost of Funds Rate.  If an Interest Rate Basis for
this Note is specified on the face hereof as the Eleventh District Cost of
Funds Rate, the Eleventh District Cost of Funds Rate shall be determined as of
the applicable Interest Determination Date (an "Eleventh District Cost of
Funds Rate Interest Determination Date") as the rate equal to the monthly
weighted average cost of funds for the calendar month immediately preceding
the month in which such Eleventh District Cost of Funds Rate Interest
Determination Date falls, as set forth under the caption "11th District" on
Telerate Page 7058 as of 11:00 A.M., San Francisco time, on such Eleventh
District Cost of Funds Rate Interest Determination Date.  If such rate does
not appear on Telerate Page 7058 on such Eleventh District Cost of Funds Rate
Interest Determination Date, then the Eleventh District Cost of Funds Rate on
such Eleventh District Cost of Funds Rate Interest Determination Date shall be
the monthly weighted average cost of funds paid by member institutions of the
Eleventh Federal Home Loan Bank District that was most recently announced (the
"Index") by the FHLB of San Francisco as such cost of funds for the calendar
month immediately preceding such Eleventh District cost of Funds Rate Interest
Determination Date.  If the FHLB of San Francisco fails to announce the Index
on or prior to such Eleventh District Cost of Funds Rate Interest
Determination Date for the calendar month immediately preceding such Eleventh
District Cost of Funds Rate Interest Determination Date, the Eleventh District
Cost of Funds Rate determined as of such Eleventh District Cost of Funds Rate
Interest Determination Date shall be the Eleventh District Cost of Funds Rate
in effect on such Eleventh District Cost of Funds Rate Interest Determination
Date.

         Federal Funds Rate.  If an Interest Rate Basis for this Note is
specified on the face hereof as the Federal Funds Rate, the Federal Funds Rate
shall be determined as of the applicable Interest Determination Date (a
"Federal Funds Rate Interest Determination Date") as the rate on such date for
United States dollar federal funds as published in H.15(519) under the heading
"Federal Funds (Effective)" or, if not published by 3:00 P.M., New York City
time, on the Calculation Date, the rate on such Federal Funds Rate Interest
Determination Date as published in Composite Quotations

                                     -13-


under the heading "Federal Funds/Effective Rate."  If such rate is not
published in either H.15(519) or Composite Quotations by 3:00 P.M., New York
City time, on the related Calculation Date, then the Federal Funds Rate on
such Federal Funds Interest Determination Date shall be calculated by the
Calculation Agent and shall be the arithmetic mean of the rates for the last
transaction in overnight United States dollar federal funds arranged by three
leading brokers of federal funds transactions in The City of New York selected
by the Calculation Agent after consultation with the Company, prior to 9:00
A.M., New York City time, on such Federal Funds Rate Interest Determination
Date; provided, however, that if the brokers so selected by the Calculation
Agent are not quoting as mentioned in this sentence, the Federal Funds Rate
determined as of such Federal Funds Rate Interest Determination Date shall be
the Federal Funds Rate in effect on such Federal Funds Rate Interest
Determination Date.

         LIBOR.  If an Interest Rate basis for this Note is specified on the
face hereof as LIBOR,  LIBOR shall be determined by the Calculation Agent as
of the application Interest Determination Date (a "LIBOR Interest
Determination Date") in accordance with the following provisions:

                 (i)      if (a) "LIBOR Reuters" is specified on the face
         hereof, the arithmetic mean of the offered rates (unless the
         Designated LIBOR Page (as defined below) by its terms provides only
         for a single rate, in which case such single rate shall be used) for
         deposits in United States dollars having the Index Maturity,
         commencing on the applicable Interest Reset Date, that appear (or, if
         not a single rate is required as aforesaid, appears) on the
         Designated LIBOR Page (as defined below) as of 11:00 A.M., London
         time, on such LIBOR Interest Determination Date, or (b) "LIBOR
         Telerate" is specified on the face hereof, or if neither "LIBOR
         Reuters" nor "LIBOR Telerate" is specified on the face hereof as the
         method for calculating LIBOR, the rate for deposits in United States
         dollars having the Index Maturity, commencing on the applicable
         Interest Reset Date, that appears on the Designated LIBOR Page as of
         11:00 A.M., London time, on such LIBOR Interest Determination Date.
         If fewer than two such offered rates appears, or if no such rate
         appears, as applicable, LIBOR on such LIBOR Interest Determination
         Date shall be determined in accordance with the provisions described
         in clause (ii) below.

                 (ii)     With respect to a LIBOR Interest Determination Date
         on which fewer than two offered rates appear, or no rate appears, as
         the case may be, on the Designated LIBOR Page as specified in clause
         (i) above, the Calculation Agent shall request the principal London
         offices of each of four major reference banks in the London interbank
         market, as selected by the Calculation Agent after consultation with
         the Company to provide the Calculation Agent with its offered
         quotation for deposits in United States dollars for the period of the
         Index Maturity, commencing on the applicable Interest Reset Date, to
         prime banks in the London interbank market at approximately 11:00
         A.M., London time, on such LIBOR Interest Determination Date and in a
         principal amount that is representative for a single transaction in
         United States dollars in such market at such time.  If at least two
         such quotations are so provided, then LIBOR on such LIBOR Interest
         Determination Date shall be the arithmetic mean of such quotations.
         If fewer than two such quotations are so provided, then LIBOR on such
         LIBOR Interest Determination Date shall be the arithmetic mean of the
         rates quoted at approximately 11:00 A.M., in The City of New York, on
         such LIBOR Interest Determination Date by three major money center
         banks in The City of New

                                     -14-


         York selected by the Calculation Agent after consultation with the
         Company for loans in United States dollars to leading European banks,
         having the Index Maturity and in a principal amount that is
         representative for a single transaction in United States dollars in
         such market at such time; provided, however, that if the banks so
         selected by the Calculation Agent are not quoting as mentioned in
         this sentence, LIBOR determined as of such LIBOR Interest
         Determination Date shall be LIBOR in effect on such LIBOR Interest
         Determination Date.

         "Designated LIBOR Page" means (i) if "LIBOR Reuters" is  specified in
the applicable Pricing Supplement, the display on the Reuters Monitor Money
Rates Service (or any successor service) on the page designated as page "LIBO"
(or such other page as may replace such page on such service for the purpose
of displaying the London interbank offered rates of major banks for United
States dollars), or (ii) if "LIBOR Telerate" is specified on the face hereof
or neither "LIBOR Reuters" nor "LIBOR Telerate" is specified on the face herof
as the method of calculating LIBOR, the display on the Dow Jones Telerate
Service (or any successor service) on the page designated as page "3750" (or
such other page as may replace such page on such service for the purpose of
displaying the London interbank offered rates of major banks for United States
dollars).

         Prime Rate.  If an Interest Rate Basis for this Note is specified on
the face hereto as the Prime Rate, the Prime Rate shall be determined as of
the applicable Interest Determination Date (a "Prime Rate Interest
Determination Date") as the rate on such date as such rate is published in
H.15(519) under the heading "Bank Prime Loan."  If such rate is not published
prior to 3:00 P.M., New York City time, on the related Calculation Date, then
the Prime Rate shall be the arithmetic mean of the rates of interest publicly
announced by each bank that appears on the Reuters Screen USPRIME1 Page (as
defined below) as such bank's prime rate or base lending rate as in effect for
such Prime Rate Interest Determination Date.  If fewer than four such rates
appear on the Reuters Screen USPRIME1 Page for such Prime Rate Interest
Determination Date, the Prime Rate shall be the arithmetic mean of the prime
rates or base lending rates quoted on the basis of the actual number of days
in the year divided by a 360-day year as of the close of business on such
Prime Rate Interest Determination Date by four major money center banks in The
City of New York selected by the Calculation Agent after consultation with the
Company.  If fewer than four such quotations are so provided, the Prime Rate
shall be the arithmetic mean of four prime rates quoted on the basis of the
actual number of days in the year divided by a 360-day year as of the close of
business on such Prime Rate Interest Determination Date as furnished in The
City of New York by the major money center banks, if any, that have provided
such quotations and by a reasonable number of substitute banks or trust
companies necessary in order to obtain such four prime rate quotations,
provided such substitute banks or trust companies are organized and doing
business under the laws of the United States, or any State thereof, each
having total equity capital of at least U.S. $500 million and being subject to
supervision or examination by Federal or State authority, selected by the
Calculation Agent after consultation with the Company to provide such rate or
rates; provided, however, that if the banks or trust companies so selected by
the Calculation Agent are not quoting as mentioned in this sentence, the Prime
Rate determined as of such Prime Rate Interest Determination Date shall be the
Prime Rate in effect on such Prime Rate Interest Determination Date.

         "Reuters Screen USPRIME1 Page" means the display designated as page
"USPRIME1" on the Reuters Monitor Money Rates Service (or such other page as
may replace the USPRIME1 page

                                     -15-


on that service, for the purpose of displaying prime rates or base lending
rates of major United States banks).

         Treasury Rate.  If an Interest Rate Basis for this Note is specified
on the face hereof as the Treasury Rate, the Treasury Rate shall be determined
as of the applicable Interest Determination Date (a "Treasury Rate Interest
Determination Date") as the rate from the auction held on such Treasury Rate
Interest Determination Date (the "Auction") of direct obligations of the
United States ("Treasury Bills") having the Index Maturity, as such rate is
published in H.15(519) under the heading "Treasury Bills-auction average
(investment)" or, if not published by 3:00 P.M., New York City time, on the
related Calculation Date, the auction average rate of such Treasury Bills
(expressed as a bond equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) as otherwise announced by the United
States Department of Treasury.  In the event that the results of the Auction
of Treasury Bills having the Index Maturity are not reported as provided above
by 3:00 P.M., New York City time, on such Calculation Date, or if no such
Auction is held, then the Treasury Rate shall be calculated by the Calculation
Agent and shall be a yield to maturity (expressed as a bond equivalent on the
basis of a year of 365 or 366 days, as applicable, and applied on a daily
basis) of the arithmetic mean of the secondary market bid rates, as of
approximately 3:30 P.M., New York City time, on such Treasury Rate Interest
Determination Date, of three leading primary United States government
securities dealers selected by the Calculation Agent after consultation with
the Company, for the issue of Treasury Bills with a remaining maturity closest
to the Index Maturity; provided, however, that if the dealers so selected by
the Calculation Agent are not quoting as mentioned in this sentence, the
Treasury Rate determined as of such Treasury Rate Interest Determination Date
shall be the Treasury Rate in effect on such Treasury Rate Interest
Determination Date.

         Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, in each case as specified on the face hereof.  The
interest rate on this Note shall in no event be higher than the maximum rate
permitted by New York law, as the same may be modified by United States law of
general application.

         The Calculation Agent shall calculate the interest hereon on or
before each Calculation Date.  The "Calculation Date," if applicable,
pertaining to any Interest Determination Date shall be the earlier of (i) the
tenth calendar day after such Interest Determination Date or, if such day is
not a Business Day, the next succeeding Business Day or (ii) the Business Day
immediately preceding the applicable Interest Payment Date or the Maturity
Date, as the case may be.  At the request of the Holder hereof, the
Calculation Agent shall provide to the Holder hereof the interest rate hereon
then in effect and, if determined, the interest rate that shall become
effective as a result of a determination made for the next succeeding Interest
Reset Date.

         Accrued interest hereon shall be an amount calculated by multiplying
the principal amount hereof by an accrued interest factor.  Such accrued
interest factor shall be computed by adding the interest factor calculated for
each day in the applicable Interest Period.  Unless otherwise specified as the
Day Count Convention on the face hereof, the interest factor for each such
date shall be computed by dividing the interest rate applicable to such day by
360 if the CD Rate, the Commercial Paper Rate, the Eleventh District Cost of
Funds Rate, the Federal Funds Rate, LIBOR or the Prime

                                     -16-


Rate is an applicable Interest Rate Basis or by the actual number of days in
the year if the CMT Rate or the Treasury Rate is an applicable Interest Rate
Basis.  Unless otherwise specified as the Day Count Convention on the face
hereof, the interest factor for this Note, if the interest rate is calculated
with reference to two or more Interest Rate Bases, shall be calculated in each
period in the same manner as if only the applicable Interest Rate Basis
specified on the face hereof applied.

         All percentages resulting from any calculation on this Note shall be
rounded to the nearest one hundred-thousandth of a percentage point, with five
one-millionths of a percentage point rounded upwards, and all dollar amounts
used in or resulting from such calculation on this Note shall be rounded to
the nearest cent (with one-half cent rounded upward).

         If an Event of Default shall occur and be continuing, the principal
amount of the Notes may be declared accelerated and thereupon become due and
payable in the manner, with the effect and subject to the conditions provided
in the Indenture.

         The Indenture contains provisions for (i) satisfaction and discharge
of the entire indebtedness of the Notes or (ii) defeasance of certain
covenants of the Indenture, in each case upon compliance with certain
conditions set forth therein, which provisions apply to the Notes.

         The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the Holders of not less than a majority of the
aggregate principal amount of the Securities at the time Outstanding of all
series to be affected (voting as one class), evidenced as provided in the
Indenture, to execute supplemental indentures adding any provisions to or
changing in any manner or eliminating any of the provisions of the Indenture
or of any supplemental indenture or modifying in any manner the rights of the
Holders of the Securities of each series; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security so affected, (i) change the Stated Maturity of the
principal of, or any installment of principal of or interest on, any Security,
or reduce the principal amount thereof or the rate or amount of interest
thereon or any premium payable upon the redemption thereof or otherwise, or
adversely affect any right of repayment at the option of the Holder of any
Security, or change any Place of Payment where the principal of any Security
or any premium or interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof, or (ii) reduce the aforesaid percentage of Securities the
Holders of which are required to consent to any such supplemental indenture,
or (iii) reduce the percentage of Securities the Holders of which are required
to consent to any waiver or compliance with certain provisions of the
Indenture or any waiver of certain defaults and consequences thereunder or to
reduce the quorum or voting requirements set forth in the Indenture, or (iv)
effect certain other changes to the Indenture or any supplemental indenture or
in the rights of Holders of the Securities.  The Indenture also permits the
Holders of a majority in principal amount of the Outstanding Securities of any
series (or, in the case of certain defaults or Events of Defaults, all series
of Securities), on behalf of the Holders of all the Securities of such series
(or all of the Securities, as the case may be), to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults or
Events of Default under the Indenture and their consequences, prior to any
declaration accelerating the maturity of such Securities, or subject to
certain conditions, rescind a declaration of acceleration and its consequences
with respect to such Securities.  Any such consent or waiver by the Holder of
this Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and

                                     -17-


other Notes issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, irrespective of whether or not notation of such
consent or waiver is made upon this Note or such other Note.

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay principal, premium, if any, and interest in
respect of this Note at the times, places and rate or formula, and in the coin
or currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations
therein and herein set forth, the transfer of this Note is registrable in the
Security Register of the Company upon surrender of this Note for registration
of transfer at the office or agency of the Company in any place where the
principal hereof and any premium or interest hereon are payable, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed by, the Holder hereof or
by his attorney duly authorized in writing, and thereupon one or more new
Notes, of authorized denominations and for the same aggregate principal
amount, shall be issued to the designated transferee or transferees.

         As provided in the Indenture and subject to certain limitations
therein and herein set forth, this Note is exchangeable for a like aggregate
principal amount of Notes of different authorized denominations at the office
or agency of the Company in the Borough of Manhattan, the City of New York, in
the manner and subject to the limitations provided in the Indenture but
otherwise having the same terms and conditions, as requested by the Holder
hereof surrendering the same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Note for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Holder in whose name this Note is registered as the absolute owner thereof
for all purposes, whether or not any payment with respect to this Note be
overdue and notwithstanding any notation of ownership or other writing hereon,
and neither the Company or the Trustee nor any such agent shall be affected by
notice to the contrary.

         The Indenture and this Note, including the validity hereof, shall be
governed by and construed in connection with the laws of the State of Indiana
and for all purposes shall be construed in accordance with the laws of such
State, except as may otherwise be required by mandatory provisions of law.

         Capitalized terms used in this Note which are not otherwise defined
herein or in an Addendum hereto shall have the respective meanings assigned to
them in the Indenture and all indentures supplemental thereto relating to this
Note.














                                     -18-


                                ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this Note, shall be construed as though they were written out in full
according to applicable law or regulations:

TEN COM - as tenants in common       UNIF GIFT MIN ACT -       Custodian
TEN ENT - as tenants by the                              (Cust)         (Minor)
          entireties                          under Uniform Gifts to Minors
JT TEN - as joint tenants with                Act
         right of survivorship and                -------------------------
         not as tenants in common                          (State)


       Additional abbreviations may also be used though not in the above list.




                                               ----------------------------
                                                        ASSIGNMENT


PLEASE INSERT SOCIAL SECURITY OR
             OTHER
IDENTIFYING NUMBER OF ASSIGNEE

- ------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)

                                                this Note and all rights
- -----------------------------------------------
thereunder hereby irrevocably constituting and appointing


                          Attorney to transfer this Note on the books of the
- -------------------------
Trustee, with full power of substitution in the premises.


Dated:
       ----------------------------------------------------------------------





                                    Notice:  The signature(s) on this
                                    Assignment must correspond with the
                                    name(s) as written upon the face of this
                                    Note in every particular, without
                                    alteration or enlargement or any change
                                    whatsoever.





                                     -19-


                          OPTION TO ELECT REPAYMENT

         The undersigned hereby irrevocably request(s) and instruct(s) the
Company to repay this Note (or portion hereof specified below) pursuant to its
terms at a price equal to 100% of the principal amount to be repaid, together
with unpaid interest accrued hereon to the Repayment Date, to the undersigned,
at
   --------------------------------------------------------------------------

- -----------------------------------------------------------------------------
       (Please print or typewrite name and address of the undersigned)

         For this Note to be repaid, the Trustee must receive at its corporate
trust office in _________ or the Borough of Manhattan, The City of New York,
not more than 60 nor less than 30 calendar days prior to the Repayment Date,
this Note with this "Option to Elect Repayment" form duly completed.

         If less than the entire principal amount of this Note is to be
repaid, specify the portion hereof (which shall be increments of U.S. $1,000)
which the Holder elects to have repaid and specify the denomination or
denominations (which shall be an Authorized Denomination) of the Notes to be
issued to the Holder for the portion of this Note not being repaid (in the
absence of any such specification, one such Note shall be issued for the
portion not being repaid).


Principal Amount
to be Repaid:  $
                -------------------------------------------------------------
                                             Notice: The signature(s) on this
Date:                                        Option to Elect Repayment must
                                             correspond with the name(s) as
                                             written upon the face of this
                                             Note in every particular,
                                             without alteration or
                                             enlargement or any change
                                             whatsoever.




SS-115693-2











                                     -20-

EX-4.3

                                                           Exhibit 4.3


                          [FORM OF FIXED RATE NOTE]

                                [FACE OF NOTE]

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.(1)

UNLESS AND UNTIL THIS NOTE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC
TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF DTC
OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH
SUCCESSOR.(2)


REGISTERED                                                    REGISTERED
NO. FXR - [__________]                                  PRINCIPAL AMOUNT
CUSIP NO. [________]                                       $[          ]

                             OLD NATIONAL BANCORP

                               MEDIUM-TERM NOTE
                                 (FIXED RATE)

ORIGINAL ISSUE DATE:
INTEREST RATE:            %
STATED MATURITY DATE:
INTEREST PAYMENT DATE(S):
   [   ]  February 15 and August 15
   [   ]  Other:



- ---------------------------------
         1 This paragraph applies to global Notes only.

         2 This paragraph applies to global Notes only.



INITIAL REDEMPTION DATE:
INITIAL REDEMPTION PERCENTAGE:            %
ANNUAL REDEMPTION PERCENTAGE REDUCTION:            %

OPTIONAL REPAYMENT DATE(S):


[ ]  CHECK IF A DISCOUNT NOTE:
Issue Price:            %

AUTHORIZED DENOMINATION:
[ ]  $1,000 and integral multiples thereof
[ ]  Other:

ISSUE PRICE:

OTHER/ADDITIONAL PROVISIONS:                           ADDENDUM ATTACHED
                                                       [ ]  Yes
                                                       [ ]  No






















                                     -2-


         OLD NATIONAL BANCORP, an Indiana corporation (the "Company," which
term includes any successor under the Indenture hereinafter referred to), for
value received, hereby promises to pay to _____________________ or its
registered assigns, the principal sum of ________________ Dollars ($_________)
on the Stated Maturity Date specified above (or any Redemption Date or
Repayment Date, each as defined on the reverse hereof or upon any declaration
of acceleration) (each such Stated Maturity Date, Redemption Date, Repayment
Date or declaration of acceleration being hereinafter referred to as the
"Maturity Date" with respect to the principal repayable on such date) and to
pay interest thereon, at the Interest Rate per annum specified above, until
the principal hereof is paid or duly made available for payment.  The Company
shall pay interest in arrears on each Interest Payment Date, if any, specified
above (each, an "Interest Payment Date"), commencing with the first Interest
Payment Date next succeeding the Original Issue Date specified above, and on
the Maturity Date; provided, however, that if the Original Issue Date occurs
between a Regular Record Date (as defined below) and the next succeeding
Interest Payment Date, interest payments shall commence on the second Interest
Payment Date next succeeding the Original Issue Date to the Holder of this
Note on the Regular Record Date with respect to such second Interest Payment
Date.  Interest on this Note shall be computed on the basis of a 360-day year
of twelve 30-day months.

         Interest on this Note shall accrue from, and including, the
immediately preceding Interest Payment Date to which interest has been paid or
duly provided for (or from, and including, the Original Issue Date if no
interest has been paid or duly provided for) to, but excluding, the applicable
Interest Payment Date or the Maturity Date, as the case may be (each, an
"Interest Period").  The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date shall, subject to certain
exceptions described herein, be paid to the Person in whose name this Note (or
one or more predecessor Notes) is registered in the Security Register
applicable to this Note at the close of business on the fifteenth calendar day
(whether or not a Business Day, as defined below) immediately preceding such
Interest Payment Date (the "Regular Record Date"): provided, however, that
interest payable on the Maturity Date shall be payable to the Person to whom
the principal hereof and premium, if any, hereon shall be payable.  Any such
interest not so punctually paid or duly provided for ("Defaulted Interest")
shall forthwith cease to be payable to the Holder on any Regular Record Date,
and shall be paid to the Person in whose name this Note is registered in the
Security Register applicable to this Note at the close of business on a
special record date (the "Special Record Date") for the payment of such
Defaulted Interest to be fixed by the Trustee hereinafter referred to, notice
whereof shall be given to the Holder of this Note by the Trustee not less than
10 calendar days prior to the Special Record Date or may be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which this Note may be listed, and upon such notice as
may be required by such exchange, all as more fully provided for in the
Indenture.

         Payments of principal of, premium, if any, and interest in respect of
this Note due on the Maturity Date shall be made in immediately available
funds upon presentation and surrender of this Note (and, with respect to any
applicable Repayment Date, a duly completed election form as contemplated on
the reverse hereof) at the corporate trust office of the Trustee in [THE
BOROUGH OF MANHATTAN, THE CITY OF NEW YORK], or at such other paying agency in
the

                                     -3-


Borough of Manhattan, The City of New York which is maintained by the Trustee
where Notes may be presented for payment, registration of transfer or
exchange, and where notices to or demands upon the Company in respect of the
Notes or the Indenture may be made, as the Company may determine.  Payment of
interest due on any Interest Payment Date other than the Maturity Date shall
be made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register maintained at the aforementioned
office of the Trustee; provided, however, that a Holder of U.S. $10,000,000 or
more in aggregate principal amount of Notes (whether having identical or
different terms and provisions) shall be entitled to receive interest payments
on such Interest Payment Date by wire transfer of immediately available funds
if appropriate wire transfer instructions have been received in writing by the
Trustee not less than 15 calendar days prior to such Interest Payment Date.
Any such wire transfer instructions received by the Trustee shall remain in
effect until revoked by such Holder.

         If any Interest Payment Date or the Maturity Date falls on a day that
is not a Business Day, the required payment of principal, premium, if any,
and/or interest shall be made on the next succeeding Business Day with the
same force and effect as if made on the date such payment was due, and no
interest shall accrue with respect to such payment for the period from and
after such Interest Payment Date or the Maturity Date, as the case may be, to
the date of such payment on the next succeeding Business Day.  As used herein,
"Business Day" means any day, other than a Saturday or Sunday, that is not a
day on which banking institutions are authorized or required by law,
regulation or executive order to close in The City of New York.

         The Company is obligated to make payment of principal of, premium, if
any, and interest in respect of this Note in United States dollars or in such
other coin or currency of the United States of America as at the time of such
payment is legal tender for the payment of public and private debts.

         Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof after the Trustee's Certificate of Authentication
and, if so specified above, in the Addendum hereto, which further provisions
shall have the same force and effect as if set forth on the face hereof.

         Notwithstanding any provisions to the contrary contained herein, if
the face of this Note specifies that an Addendum is attached hereto or that
"Other/Additional Provisions" apply, this Note shall be subject to the terms
set forth in such Addendum or such "Other/Additional Provisions."

         Unless the Certificate of Authentication hereon has been executed by
the Trustee by manual signature, this Note shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.

                                     -4-


         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed manually or by facsimile by its authorized officers.

Dated:_______________

                                            OLD NATIONAL BANCORP


                                            By:
                                               ------------------------------

                                            Name:
                                                 ----------------------------

                                            Title:
                                                  ---------------------------
Attest:

By:
   ------------------------------

Name:
     ----------------------------

Title:
      ---------------------------







                                     -5-


                   TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Securities of the series designated herein
referred to in the within-mentioned Indenture.

                                     BANK ONE TRUST COMPANY, N.A.
                                              as Trustee


                                     By:
                                        -----------------------------------
                                        Authorized Officer

                                     Name:
                                          ---------------------------------

                                     Title:
                                           --------------------------------




















                                     -6-


                              [REVERSE OF NOTE]

                             OLD NATIONAL BANCORP

                               MEDIUM-TERM NOTE
                                 (Fixed Rate)


         This Note is one of a duly authorized issue of debt securities of the
Company (hereinafter called the "Securities"), issued or to be issued under
and pursuant to an Indenture dated as of ____________, 1997, as amended,
modified or supplemented from time to time (herein called the "Indenture"),
duly executed and delivered by the Company to Bank One Trust Company, N.A., as
Trustee (herein called the "Trustee," which term includes any successor
trustee under the Indenture with respect to the series of Securities of which
this Note is a part), to which Indenture and all indentures supplemental
thereto relating to this Note and the Officer's Certificate setting forth the
terms of this series of Securities, reference is hereby made for a description
of the rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the Holders of the Securities, and
of the terms upon which the Securities are, and are to be, authenticated and
delivered.  This Note is one of the series of Securities designated as
"Medium- Term Notes Due Nine Months or More From Date of Issue" (the "Notes").

         This Note is issuable only in registered form without coupons in
minimum denominations of U.S. $1,000 and in integral multiples of $1,000 in
excess thereof or the minimum Authorized Denomination specified on the face
hereof.

         This Note shall not be subject to any sinking fund and, unless
otherwise provided on the face hereof in accordance with the provisions of the
following two paragraphs, shall not be redeemable or repayable prior to the
Stated Maturity Date.

         This Note shall be subject to redemption at the option of the Company
on any date on or after the Initial Redemption Date, if any, specified on the
face hereof, in whole or from time to time in part in increments of U.S.
$1,000 or the minimum Authorized Denomination (provided that any remaining
principal amount hereof shall be at least U.S. $1,000 or such minimum
Authorized Denomination), at the Redemption Price (as defined below), together
with unpaid interest accrued thereon to the date fixed for redemption (the
"Redemption Date"), on written notice given to the Holder of this Note no more
than 60 nor less than 30 calendar days prior to the Redemption Date and in
accordance with the provisions of the Indenture.  If no Initial Redemption
Date is set forth on the face hereof, this Note may not be redeemed prior to
Maturity. The "Redemption Price," if any, shall initially be the Initial
Redemption Percentage specified on the face hereof, if any, multiplied by the
unpaid principal amount of this Note to be redeemed.  The Initial Redemption
Percentage, if any, shall decline at each anniversary of the Initial
Redemption Date by the Annual Redemption Percentage Reduction, if any,
specified on the face hereof until the Redemption Price is 100% of the unpaid
principal amount to be redeemed.  In the event of redemption of this Note in
part only, a new Note of like tenor for the

                                     -7-


unredeemed portion hereof and otherwise having the same terms as this Note
shall be issued in the name of the Holder hereof upon the presentation and
surrender hereof.

         This Note shall be subject to repayment by the Company at the option
of the Holder hereof on the Optional Repayment Date(s), if any, specified on
the face hereof, in whole or in part in increments of U.S. $1,000 or the
minimum Authorized Denomination (provided that any remaining principal amount
hereof shall be at least U.S. $1,000 or such minimum Authorized Denomination),
at a repayment price equal to 100% of the unpaid principal amount to be
repaid, together with unpaid interest accrued thereon to the date fixed for
repayment (each, a "Repayment Date").  If an Optional Repayment Date is not
set forth on the face hereof, this Note shall not be repayable at the option
of the Holder hereof prior to Maturity.  For this Note to be repaid, this Note
must be received, together with the form hereon entitled "Option to Elect
Repayment" duly completed, by the Trustee at its corporate trust office not
more than 60 nor less than 30 calendar days prior to the Repayment Date.
Exercise of such repayment option by the Holder hereof shall be irrevocable.
In the event of repayment of this Note in part only, a new Note of like tenor
for the unrepaid portion hereof and otherwise having the same terms as this
Note shall be issued in the name of the Holder hereof upon the presentation
and surrender hereof.

         If this Note is a Discount Note as specified on the face hereof, the
amount payable to the Holder of this Note in the event of redemption,
repayment or acceleration of maturity shall be equal to the sum of (i) the
Issue Price, if any, specified on the face hereof (increased by any accruals
of the Discount, as defined below) and, in the event of any redemption of this
Note (if applicable), multiplied by the Initial Redemption Percentage (as
adjusted by the Annual Redemption Percentage Reduction, if applicable), if
any, and (ii) any unpaid interest on this Note accrued from the Original Issue
Date to the Redemption Date, Repayment Date or date of acceleration of
maturity, as the case may be.  The difference between the Issue Price and 100%
of the principal amount of this Note is referred to herein as the "Discount."

         For purposes of determining the amount of Discount that has accrued
as of any Redemption Date, Repayment Date or date of acceleration of maturity
of this Note, such Discount shall be accrued so as to cause the yield on the
Note to be constant.  The constant yield shall be calculated using a 30-day
month, 360-day year convention, a compounding period that, except for the
Initial Accrual Period (as defined below), corresponds to the shortest period
between Interest Payment Dates (with ratable accruals within a compounding
period), a constant coupon rate equal to the initial interest rate applicable
to this Note and an assumption that the maturity of this Note shall not be
accelerated.  If the period from the Original Issue Date to the initial
Interest Payment Date (the "Initial Accrual Period") is shorter than the
compounding period for this Note, a proportionate amount of the yield for an
entire compounding period shall be accrued.  If the Initial Accrual Period is
longer than the compounding period, then such period shall be divided into a
regular compounding period and a short period, with the short period being
treated as provided in the preceding sentence.

                                     -8-


         If an Event of Default shall occur and be continuing, the principal
amount of the Notes may be declared accelerated and thereupon become due and
payable in the manner, with the effect and subject to the conditions provided
in the Indenture.

         The Indenture contains provisions for (i) satisfaction and discharge
of the entire indebtedness of the Notes or (ii) defeasance of certain
covenants of the Indenture, in each case upon compliance with certain
conditions set forth therein, which provisions apply to the Notes.

         The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the Holders of not less than a majority of the
aggregate principal amount of the Securities at the time Outstanding of all
series to be affected (voting as one class), evidenced as provided in the
Indenture, to execute supplemental indentures adding any provisions to or
changing in any manner or eliminating any of the provisions of the Indenture
or of any supplemental indenture or modifying in any manner the rights of the
Holders of the Securities of each series; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security so affected, (i) change the Stated Maturity of the
principal of, or any installment of principal of or interest on, any Security,
or reduce the principal amount thereof or the rate or amount of interest
thereon or any premium payable upon the redemption thereof or otherwise or
adversely affect any right of repayment at the option of the Holder of any
Security, or change any Place of Payment where the principal of any Security
or any premium or interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof, or (ii) reduce the aforesaid percentage of Securities the
Holders of which are required to consent to any such supplemental indenture,
or (iii) reduce the percentage of Securities the Holders of which are required
to consent to any waiver of compliance with certain provisions of the
Indenture or any waiver of certain defaults and consequences thereunder or to
reduce the quorum or voting requirements set forth in the Indenture, or (iv)
effect certain other changes to the Indenture or any supplemental indenture or
in the rights of Holders of the Securities.  The Indenture also permits the
Holders of a majority in principal amount of the Outstanding Securities of any
series (or, in the case of certain defaults or Events of Defaults, all series
of Securities), on behalf of the Holders of all Securities of such series (or
all of the Securities, as the case may be), to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults or Events
of Default under the Indenture and their consequences, prior to any
declaration accelerating the maturity of such Securities, or subject to
certain conditions, rescind a declaration of acceleration and its consequences
with respect to such Securities.  Any such consent or waiver by the Holder of
this Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and other Notes issued upon the registration of transfer
hereof or in exchange heretofore or in lieu hereof, irrespective of whether or
not notation of such consent or waiver is made upon this Note or such other
Note.

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay principal, premium, if any, and interest in
respect of this Note at the times, places and rate or formula, and in the coin
or currency, herein prescribed.

                                     -9-


         As provided in the Indenture and subject to certain limitations
therein and herein set forth, the transfer of this Note is registrable in the
Security Register of the Company upon surrender of this Note for registration
of transfer at the office or agency of the Company in any place where the
principal hereof and any premium or interest hereon are payable, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed by, the Holder hereof or
by his attorney duly authorized in writing, and thereupon one or more new
Notes, of authorized denominations and for the same aggregate principal
amount, shall be issued to the designated transferee or transferees.

         As provided in the Indenture and subject to certain limitations
therein and herein set forth, this Note is exchangeable for a like aggregate
principal amount of Notes of different authorized denominations at the office
or agency of the Company in the Borough of Manhattan, The City of New York, in
the manner and subject to the limitations provided in the Indenture but
otherwise having the same terms and conditions, as requested by the Holder
hereof surrendering the same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Note for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Holder in whose name this Note is registered as the absolute owner thereof
for all purposes, whether or not any payment with respect to this Note be
overdue and notwithstanding any notation of ownership or other writing hereon,
and neither the Company or the Trustee nor any such agent shall be affected by
notice to the contrary.

         The Indenture and this Note, including the validity hereof, shall be
governed by and construed in accordance with the laws of the State of Indiana
and for all purposes shall be construed in accordance with the laws of such
state, except as may otherwise be required by mandatory provisions of law.

         Capitalized terms used in this Note which are not otherwise defined
herein or in an Addendum hereto shall have the respective meanings assigned to
them in the Indenture and all indentures supplemental thereto relating to this
Note.



                                     -10-


                                ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this Note, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common     UNIF GIFT MIN ACT - ______ Custodian _______
TEN ENT - as tenants by the                            (Cust)           (Minor)
          entireties
JT TEN - as joint tenants with               under Uniform Gifts to Minors
         right of survivorship               Act ____________________
         and not as tenants in common                   (State)

       Additional abbreviations may also be used though not in the above list.


                   ________________________________________

                                  ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
         transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR
          OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- -------------------------------------
|                                   |
- -------------------------------------
|
- -----------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)

                                                                 this Note and
- -----------------------------------------------------------------
all rights thereunder hereby irrevocably constituting and appointing

                                                                  Attorney to
- -----------------------------------------------------------------
transfer this Note on the books of the Trustee, with full power of
substitution in the premises.

Dated:
      --------------------                  ---------------------------------

                                            ---------------------------------
                                             Notice: The signature(s) on this
                                             Assignment must correspond with
                                             the name(s) as written upon the
                                             face of this Note in every
                                             particular, without alteration or
                                             enlargement of any change
                                             whatsoever.









                                     -11-


                          OPTION TO ELECT REPAYMENT

         The undersigned hereby irrevocably request(s) and instruct(s) the
Company to repay this Note (or portion hereof specified below) pursuant to its
terms at a price equal to 100% of the principal amount to be repaid, together
with unpaid interest accrued hereon to the Repayment Date, to the undersigned,
at
   -----------------------------------------

- -----------------------------------------------------------------------------
       (Please print or typewrite name and address of the undersigned)

         For this Note to be repaid, the Trustee must receive at its corporate
trust office in [____________________ or] the Borough of Manhattan, The City
of New York, not more than 60 nor less than 30 calendar days prior to the
Repayment Date, this Note with this "Option to Elect Repayment" form duly
completed.

         If less than the entire principal amount of this Note is to be
repaid, specify the portion hereof (which shall be increments of U.S. $1,000)
which the Holder elects to have repaid and specify the denomination or
denominations (which shall be an Authorized Denomination) of the Notes to be
issued to the Holder for the portion of this Note not being repaid (in the
absence of any such specification, one such Note shall be issued for the
portion not being repaid).

Principal Amount
to be Repaid:  $__________

Date:_______________                  _______________________________________
                                       Notice:  The signature(s) on this
                                       Option to Elect Repayment must
                                       correspond with the name(s) as written
                                       upon the face of this Note in every
                                       particular, without alteration or
                                       enlargement or any change whatsoever.


SS-115685-2














                                     -12-

EX-4.4

                                                                Exhibit 4.4

                             INTEREST CALCULATION
                               AGENCY AGREEMENT

                                   BETWEEN

                             OLD NATIONAL BANCORP

                                     AND

                         BANK ONE TRUST COMPANY, N.A.

                    DATED AS OF ___________________, 1997


         OLD NATIONAL BANCORP (the "Issuer"), proposes to issue and sell its
Floating Rate Medium-Term Notes Due Nine Months or More From Date of Issue
(the "Notes") under and pursuant to the terms of an Indenture (the
"Indenture") dated as of ______________________, 1997 between the Issuer and
Bank One Trust Company, N.A., as Trustee.

         For the purpose of providing for an agent of the Issuer to calculate
the base rate applicable to the Notes, determined by reference to the CD Rate,
the CMT Rate, the Commercial Paper Rate, the Eleventh District Cost of Funds
Rate, the Federal Funds Rate, LIBOR, the Prime Rate or the Treasury Rate
(each, a "Base Rate") as specified and described in the Notes, a specimen copy
of which is attached hereto as Exhibit A, the Issuer and Bank One Trust
Company, N.A. hereby agree as follows:

         SECTION  1.       Appointment of Calculation Agent.  The Issuer
hereby appoints Bank One Trust Company, N.A. as Calculation Agent (in such
capacity, the "Calculation Agent") of the Issuer with respect to the Notes,
and the Calculation Agent hereby accepts its obligations as set forth in this
Agreement upon the terms and conditions set forth herein.

         SECTION  2.       Calculation of Base Rates.  As soon as reasonably
practical on or after each interest determination date, but in no event later
than the applicable interest calculation date, for the Notes, the Calculation
Agent shall determine the applicable Base Rate and notify the Issuer of such
Base Rate.  Upon the written request of the registered holder of any Note, the
Calculation Agent will provide the Base Rate then in effect with respect to
such Note and, if determined, the applicable Base Rate that will become
effective with respect to such Note as of the next interest reset date.

         SECTION 3.        Fees and Expenses.  The Calculation Agent shall be
entitled to such compensation for its services under this Agreement as the
Calculation Agent and the Issuer may agree, and the Issuer shall pay such
compensation and shall reimburse the Calculation Agent for all reasonable
expenses, disbursements and advances incurred or made by the Calculation Agent
in connection with the services rendered by it under this Agreement.



         SECTION 4.        Rights and Liabilities of Calculation Agent.  The
Calculation Agent shall incur no liability for, or in respect of, any action
taken, omitted to be taken or suffered by it in reliance upon any Note,
certificate, affidavit, instruction, notice, request, direction, order,
statement or other paper, document or communication reasonably believed by it
to be genuine.  Any certificate, affidavit, instruction, notice, request,
direction, order, statement or other communication from the Issuer made or
given by it and sent, delivered or directed to the Calculation Agent under,
pursuant to or as permitted by any provision of this Agreement shall be
sufficient for purposes of this Agreement if such communication is in writing
and signed by any officer of the Issuer.  The Calculation Agent may consult
with counsel satisfactory to it and the opinion of such counsel shall
constitute a full and compete authorization and protection of the Calculation
Agent with respect to any action taken, omitted to be taken or suffered by it
hereunder in good faith, in a commercially reasonable manner and in accordance
with and in reliance upon the opinion of such counsel.  In acting under this
Agreement, the Calculation Agent (in its capacity as such) does not assume any
obligation to, or any relationship of agency or trust for or with, the holders
of the Notes.

         SECTION 5.        Right of Calculation Agent to Own Notes.  The
Calculation Agent and its officers, employees, agents and shareholders may
become owners of, or acquire any interests in, Notes, with the same rights as
if the Calculation Agent were not the Calculation Agent hereunder, and may
engage in, or have an interest in, any financial or other transaction with the
Issuer as if the Calculation Agent were not the Calculation Agent hereunder.

         SECTION 6.        Duties of Calculation Agent.  The Calculation Agent
shall be obligated only to perform such duties as are specifically set forth
herein and no other duties or obligations on the part of the Calculation
Agent, in its capacity as such, shall be implied by this Agreement.

         SECTION 7.        Termination, Resignation or Removal of Calculation
Agent.  The Calculation Agent may at any time terminate this Agreement by
giving no less than 90 days' prior written notice to the Issuer, unless the
Issuer consents in writing to a shorter time.  Upon receipt of notice of
termination by the Calculation Agent, the Issuer agrees promptly to appoint a
successor Calculation Agent.  The Issuer may, in its discretion, terminate
this Agreement at any time by giving written notice to the Calculation Agent
of such termination and specifying the date when such termination shall become
effective; provided, however, that no termination by the Calculation Agent or
by the Issuer shall become effective prior to the date of the appointment by
the Issuer, as provided in Section 8 hereof, of a successor Calculation Agent
and the acceptance of such appointment by such successor Calculation Agent.
Upon termination by either party pursuant to the provisions of this Section,
the Calculation Agent shall be entitled to the payment of any compensation
owed to it by the Issuer hereunder, as provided by Section 3 hereof, and the
provisions of Section 9 shall remain in effect following such termination.

         SECTION 8.        Appointment of Successor Calculation Agent.  Any
successor Calculation Agent appointed by the Issuer following termination of
this Agreement pursuant to the provisions of Section 7 hereof shall execute
and deliver to the Calculation Agent and to the Issuer an instrument accepting
such appointment, and thereupon such successor Calculation Agent shall,
without further act or instrument, become vested with all the rights,
immunities, duties and obligations of the

                                     -2-


Calculation Agent, with like effect as if originally named as Calculation
Agent hereunder, and the Calculation Agent shall thereupon be obligated to
transfer and deliver, and such successor Calculation Agent shall be entitled
to receive and accept, copies of any available records maintained by the
Calculation Agent in connection with the performance of its obligations
hereunder.

         SECTION 9.        Indemnification.  The Issuer shall indemnify and
hold harmless the Calculation Agent, and its officers and employees, from and
against all actions, claims, damages, liabilities, losses and expenses
(including reasonable attorneys' fees and expenses) relating to or arising out
of any actions or omissions of the Calculation Agent, or its officers and
employees, in any capacity hereunder, except for any actions, claims, damages,
liabilities, losses and expenses caused by the negligence or willful
misconduct of the Calculation Agent, or any of its officers, employees or
agents.

         SECTION 10.       Merger, Consolidation or Sale of Business by
Calculation Agent.  Any corporation or entity into which the Calculation Agent
may be merged, converted or consolidated, or any corporation or entity
resulting from any merger, conversion or consolidation to which the
Calculation Agent may be a party, or any corporation or entity to which the
Calculation Agent may sell or otherwise transfer all or substantially all of
its corporate trust business, shall, to the extent permitted by applicable
law, become the Calculation Agent under this Agreement without the execution
of any paper or any further act by the parties hereto.  The Calculation Agent
will give prompt written notice to the Issuer and the Trustee under the
Indenture of any such merger, conversion or consolidation.

         SECTION 11.       Notices. All notices, requests and other
communications given hereunder shall be in writing (which shall include
facsimile communication) and shall be deemed to have been duly given if (a)
delivered by hand, (b) sent by certified United States Mail, return receipt
requested, first class postage pre-paid, (c) delivered by overnight receipted
delivery service, or (d) sent by facsimile communication if confirmed
immediately thereafter by also mailing a copy of such notice, request or other
communication by certified United States Mail, return receipt requested, first
class postage pre-paid, as follows:

         To the Issuer:

                                   Old National Bancorp
                                   420 Main Street
                                   Evansville, Indiana 47708
                                   Attention:  Jeffrey L. Knight
                                     Corporate Secretary and General Counsel
                                   Facsimile:  (812) 464-1567

                                     -3-


         To the Calculation Agent: Bank One Trust Company, N.A.

                                   ____________________________

                                   ____________________________

                                   ____________________________

                                   Attention:__________________

                                   Facsimile:__________________

or such substituted address or person as any party has given to the other in
writing in accordance with the foregoing.

         All such notices, requests and other communications shall be
effective (a) if delivered by hand, when delivered, (b) if mailed in the
manner provided herein, three (3) business days after deposit with the United
States Postal Service, (c) if delivered by overnight express delivery service,
on the next business day after deposit with such service, and (d) if by
facsimile communication, on the next business day if also confirmed by mail in
the manner provided herein.

         SECTION 12.       Counterparts.  This Agreement may be executed in
counterparts which, taken together, shall constitute a single document.

         SECTION 13.       Amendments.  This Agreement may be amended only be
means of a written instrument duly executed and delivered by or on behalf of
the Issuer and the Calculation Agent.

         SECTION 14.       Benefit of Agreement.  Except as provided herein,
this Agreement is solely for the benefit of the parties hereto and their
successors and assigns and no other person shall acquire or have any rights
under or by virtue hereof.

         SECTION 15.       Governing Law.  This Agreement shall be governed by
and construed in accordance with the laws of the State of ________________.

         SECTION 16.  Severability.  In case any one or more of the provisions
contained herein shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Agreement, but this Agreement
shall be construed as if such invalid, illegal or unenforceable provision or
provisions had never been contained herein.

         SECTION 17.  Entire Agreement.  This Agreement supersedes all other
prior understandings, commitments and agreements, whether oral or written,
between the parties hereto relating to the matters contemplated hereby and
constitutes the entire agreement between the parties hereto relating to the
subject matter hereof.

                                     -4-


         SECTION 18.  Headings; Construction.  The headings contained in this
Agreement have been inserted solely for ease of reference and should not be
construed in the interpretation or construction of this Agreement.  The rule
of construction to the effect that any ambiguities are to be resolved against
the drafting party shall not be employed in the interpretation or construction
of this Agreement.

         IN WITNESS WHEREOF, this Agreement has been entered into as of the
day and year first above written.

                                       OLD NATIONAL BANCORP



                                       By:___________________________

                                       Name:_________________________

                                       Title:________________________



                                       BANK ONE TRUST COMPANY, N.A.



                                       By:___________________________

                                       Name:_________________________

                                       Title:________________________




SS-115350-1










                                     -5-

EX-5.1

                                                                   EXHIBIT 5.1

June 17, 1997


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

     RE:   Issuance of up to $150,000,000 aggregate principal amount of debt
           securities

Ladies and Gentlemen:

     We have represented Old National Bancorp (the "Company") in connection
with the preparation and filing of a Registration Statement on Form S-3 (the
"Registration Statement") with the Securities and Exchange Commission on June
17, 1997, for the purpose of registering, under the Securities Act of 1933, as
amended, up to $150,000,000 aggregate principal amount of Medium-Term Notes
Due Nine Months or More from Date of Issue (the "Debt Securities").

     The Debt Securities will be sold or delivered form time to time as set
forth in the Registration Statement, and any amendment thereto, the prospectus
contained therein (the "Prospectus") and any supplements to the Prospectus
(individually, a "Prospectus Supplement" and collectively, the "Prospectus
Supplements").  The Debt Securities will be issued under an indenture (the
"Indenture") to be entered into between the Company and Bank One Trust
Company, N.A. (the "Trustee").  A form of the Indenture will be included as an
exhibit to the Registration Statement.

     In connection with this opinion, we have reviewed (i) the Registration
Statement, (ii) the Indenture in substantially the form as will be filed as an
exhibit to the Registration Statement, (iii) the Company's Articles of
Incorporation and By-Laws, (iv) certificates of officers of the Company, and
(v) such other records, documents, instruments and information as we have in
our judgment deemed relevant.  In our review, we have assumed the following:
(i) the authenticity of original documents and the genuineness of all
signatures, (ii) the conformity to the originals of all documents submitted to
us as copies, and (iii) the truth, accuracy and completeness of the records,
documents, instruments, certificates and information which we have reviewed.
We have also assumed that the Registration Statement, and any applicable
amendments thereto (including post-effective amendments), will have become
effective under the Securities Act of 1933, as amended.

     Based upon the foregoing, and subject to the exceptions, qualifications
and limitations stated herein, we are of the opinion that, when appropriate
corporate action has been taken to authorize the issuance of any Debt
Securities, all necessary action has been taken under the Indenture and such
Debt Securities have been duly completed, executed, authenticated, sold,
issued and delivered in the applicable form filed as an exhibit to the
Registration Statement, in accordance with the Indenture and in the manner
described in the Registration Statement, any amendment thereto, the Prospectus
and any Prospectus Supplement relating thereto, such Debt Securities will be
legally issued and constitute valid and binding obligations of the Company.



Board of Directors
Old National Bancorp
June 17, 1997
Page 2


     The opinion rendered in the preceding paragraph is subject to the
following exceptions, limitations and qualifications: (i) the effect of
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or
other similar laws now or hereafter in effect relating to or affecting the
rights and remedies of creditors, (ii) the effect of equitable relief and
general principles of equity, whether enforcement is considered in a
proceeding in equity or at law, and the discretion of the court before which
any proceeding therefor may be brought, and (iii) we express no opinion with
respect to whether the acceleration of any Debt Securities may affect the
collectibility of any portion of the stated principal amount thereof which
might be determined to constitute unearned interest thereon.

     To the extent that the obligations of the Company under the Indenture may
be dependent upon such matters, we assume for purposes of this opinion that
(i) the Trustee is duly organized, validly existing and in good standing under
the laws of its jurisdiction of organization, (ii) the Trustee is duly
qualified to engage in the activities contemplated by the Indenture, (iii) the
Indenture has been duly authorized, executed and delivered by the Trustee and
constitutes the legally valid and binding obligation of the Trustee, (iv) the
Trustee is in compliance generally with respect to acting as a trustee under
the Indenture with all applicable laws and regulations, and (v) the Trustee
has the requisite organizational and legal power and authority to perform its
obligations under the Indenture.

     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 party whatsoever.  Accordingly, the opinion expressed herein is not to
be relied upon, utilized or quoted by or delivered or disclosed to, in whole
or in part, any other person, corporation, entity or governmental authority
without, in each instance, the prior written consent of this firm.

     We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference made to us in the Registration
Statement and in the Prospectus and any Prospectus Supplement under the
caption "Legal Matters."  In giving this consent, we do not thereby admit that
we come within the category of persons whose consent is required under Section
7 of the Securities Act of 1933, as amended, or the rules and regulations of
the Securities and Exchange Commission promulgated thereunder.

                                       Very truly yours,


                                       /s/ KRIEG DeVAULT ALEXANDER & CAPEHART
                                       --------------------------------------
                                       KRIEG DeVAULT ALEXANDER & CAPEHART

MM:awc:SS-118412-1

EX-23.1

                                                           Exhibit 23.1

                  CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 22, 1997
included in Old National Bancorp's Form 10-K for the year ended December 31,
1996 and to all references to our Firm included in this registration
statement.




                                             /s/ ARTHUR ANDERSEN, LLP
                                                 ARTHUR ANDERSEN LLP



Indianapolis, Indiana
June 13, 1997

EX-23.2

                                                           Exhibit 23.2


                              CONSENT OF COUNSEL


         The consent of Krieg DeVault Alexander & Capehart is included in its
opinion attached to this Registration Statement as Exhibit 5.1.

EX-24.1

                                                           Exhibit 24.1

                              POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director
of Old National Bancorp (the "Company"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint Ronald B. Lankford, Steve H. Parker, Ronald W. Seib and
Jeffrey L. Knight, and each of them singly, 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 any and all registration statements and any
and all amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering, sale and
issuance of debt securities (including, but not limited to, debentures, notes
and/or other evidences of indebtedness) of the Company; (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 Company to register its
debt 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

Printed Name    David L. Barning
             --------------------------
Dated:  April 24, 1997



                              POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director
of Old National Bancorp (the "Company"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint Ronald B. Lankford, Steve H. Parker, Ronald W. Seib and
Jeffrey L. Knight, and each of them singly, 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 any and all registration statements and any
and all amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering, sale and
issuance of debt securities (including, but not limited to, debentures, notes
and/or other evidences of indebtedness) of the Company; (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 Company to register its
debt 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


Printed Name    Richard J. Bond
             --------------------------
Dated:  April 24, 1997



                              POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director
of Old National Bancorp (the "Company"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint Ronald B. Lankford, Steve H. Parker, Ronald W. Seib and
Jeffrey L. Knight, and each of them singly, 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 any and all registration statements and any
and all amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering, sale and
issuance of debt securities (including, but not limited to, debentures, notes
and/or other evidences of indebtedness) of the Company; (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 Company to register its
debt 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

Printed Name    Alan W. Braun
             --------------------------
Dated:  April 24, 1997



                              POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director
of Old National Bancorp (the "Company"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint Ronald B. Lankford, Steve H. Parker, Ronald W. Seib and
Jeffrey L. Knight, and each of them singly, 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 any and all registration statements and any
and all amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering, sale and
issuance of debt securities (including, but not limited to, debentures, notes
and/or other evidences of indebtedness) of the Company; (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 Company to register its
debt 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 J. DAUS, JR.
- -----------------------------
DIRECTOR

Printed Name    John J. Daus, Jr.
            ---------------------------
Dated:  April 24, 1997



                              POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director
of Old National Bancorp (the "Company"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint Ronald B. Lankford, Steve H. Parker, Ronald W. Seib and
Jeffrey L. Knight, and each of them singly, 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 any and all registration statements and any
and all amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering, sale and
issuance of debt securities (including, but not limited to, debentures, notes
and/or other evidences of indebtedness) of the Company; (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 Company to register its
debt 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

Printed Name    Wayne A. Davidson
            ---------------------------
Dated:  April 24, 1997



                              POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director
of Old National Bancorp (the "Company"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint Ronald B. Lankford, Steve H. Parker, Ronald W. Seib and
Jeffrey L. Knight, and each of them singly, 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 any and all registration statements and any
and all amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering, sale and
issuance of debt securities (including, but not limited to, debentures, notes
and/or other evidences of indebtedness) of the Company; (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 Company to register its
debt 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

Printed Name    Larry E. Dunigan
            ---------------------------
Dated:  April 24, 1997



                              POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director
of Old National Bancorp (the "Company"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint Ronald B. Lankford, Steve H. Parker, Ronald W. Seib and
Jeffrey L. Knight, and each of them singly, 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 any and all registration statements and any
and all amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering, sale and
issuance of debt securities (including, but not limited to, debentures, notes
and/or other evidences of indebtedness) of the Company; (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 Company to register its
debt 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:

Printed Name    David E. Eckerle
            ---------------------------
Dated:  April 24, 1997



                              POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director
of Old National Bancorp (the "Company"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint Ronald B. Lankford, Steve H. Parker, Ronald W. Seib and
Jeffrey L. Knight, and each of them singly, 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 any and all registration statements and any
and all amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering, sale and
issuance of debt securities (including, but not limited to, debentures, notes
and/or other evidences of indebtedness) of the Company; (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 Company to register its
debt 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/ THOMAS B. FLORIDA
- -----------------------------
DIRECTOR

Printed Name    Thomas B. Florida
            ---------------------------
Dated:  April 24, 1997



                              POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director
of Old National Bancorp (the "Company"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint Ronald B. Lankford, Steve H. Parker, Ronald W. Seib and
Jeffrey L. Knight, and each of them singly, 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 any and all registration statements and any
and all amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering, sale and
issuance of debt securities (including, but not limited to, debentures, notes
and/or other evidences of indebtedness) of the Company; (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 Company to register its
debt 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

Printed Name    Phelps L. Lambert
            ---------------------------
Dated:  April 24, 1997



                              POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director
of Old National Bancorp (the "Company"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint Ronald B. Lankford, Steve H. Parker, Ronald W. Seib and
Jeffrey L. Knight, and each of them singly, 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 any and all registration statements and any
and all amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering, sale and
issuance of debt securities (including, but not limited to, debentures, notes
and/or other evidences of indebtedness) of the Company; (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 Company to register its
debt 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

Printed Name    Ronald B. Lankford
            ---------------------------
Dated:  April 24, 1997



                              POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director
of Old National Bancorp (the "Company"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint Ronald B. Lankford, Steve H. Parker, Ronald W. Seib and
Jeffrey L. Knight, and each of them singly, 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 any and all registration statements and any
and all amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering, sale and
issuance of debt securities (including, but not limited to, debentures, notes
and/or other evidences of indebtedness) of the Company; (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 Company to register its
debt 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

Printed Name    Lucien H. Meis
            ---------------------------
Dated:  April 24, 1997



                              POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director
of Old National Bancorp (the "Company"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint Ronald B. Lankford, Steve H. Parker, Ronald W. Seib and
Jeffrey L. Knight, and each of them singly, 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 any and all registration statements and any
and all amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering, sale and
issuance of debt securities (including, but not limited to, debentures, notes
and/or other evidences of indebtedness) of the Company; (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 Company to register its
debt 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

Printed Name    Louis L. Mervis
            ---------------------------
Dated:  April 24, 1997



                              POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director
of Old National Bancorp (the "Company"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint Ronald B. Lankford, Steve H. Parker, Ronald W. Seib and
Jeffrey L. Knight, and each of them singly, 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 any and all registration statements and any
and all amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering, sale and
issuance of debt securities (including, but not limited to, debentures, notes
and/or other evidences of indebtedness) of the Company; (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 Company to register its
debt 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/ DAN W. MITCHELL
- -----------------------------
DIRECTOR

Printed Name    Dan W. Mitchell
            ---------------------------
Dated:  April 24, 1997



                              POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director
of Old National Bancorp (the "Company"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint Ronald B. Lankford, Steve H. Parker, Ronald W. Seib and
Jeffrey L. Knight, and each of them singly, 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 any and all registration statements and any
and all amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering, sale and
issuance of debt securities (including, but not limited to, debentures, notes
and/or other evidences of indebtedness) of the Company; (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 Company to register its
debt 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/ JAMES A. RISINGER
- -----------------------------
DIRECTOR

Printed Name    James A. Risinger
            ---------------------------
Dated:  April 24, 1997



                              POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director
of Old National Bancorp (the "Company"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint Ronald B. Lankford, Steve H. Parker, Ronald W. Seib and
Jeffrey L. Knight, and each of them singly, 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 any and all registration statements and any
and all amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering, sale and
issuance of debt securities (including, but not limited to, debentures, notes
and/or other evidences of indebtedness) of the Company; (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 Company to register its
debt 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/  MARJORIE Z. SOYUGENC
- -----------------------------
DIRECTOR

Printed Name    Marjorie Z. Soyugenc
            ---------------------------
Dated:  April 24, 1997



                              POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director
of Old National Bancorp (the "Company"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint Ronald B. Lankford, Steve H. Parker, Ronald W. Seib and
Jeffrey L. Knight, and each of them singly, 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 any and all registration statements and any
and all amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering, sale and
issuance of debt securities (including, but not limited to, debentures, notes
and/or other evidences of indebtedness) of the Company; (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 Company to register its
debt 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

Printed Name    Charles D. Storms
            ---------------------------
Dated:  April 24, 1997







SS-115689-3