As filed with the Securities and Exchange Commission on April 16, 1997
=============================================================================


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                                   FORM S-8

                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

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


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


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


                  420 MAIN STREET, EVANSVILLE, INDIANA 47708
                  ------------------------------------------
                   (Address of principal executive offices)


             WORKINGMENS CAPITAL HOLDINGS, INC. STOCK OPTION PLAN
             ----------------------------------------------------
                             (Full Title of Plan)

  JEFFREY L. KNIGHT, ESQ.                   TIMOTHY M. HARDEN, ESQ.
  CORPORATE SECRETARY & GENERAL COUNSEL     NICHOLAS J. CHULOS, ESQ.
  OLD NATIONAL BANCORP                      KRIEG DEVAULT ALEXANDER & CAPEHART
  420 MAIN STREET                           ONE INDIANA SQUARE, SUITE 2800
  EVANSVILLE, INDIANA  47708                INDIANAPOLIS, INDIANA  46204-2017
  (812) 464-1363                            (317) 636-4341
  (AGENT FOR SERVICE)                       (COPY TO)
-----------------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including area code,
                            of agent for service)


-----------------------------------------------------------------------------
                       CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
                                             Proposed maximum    Proposed maximum
Title of securities to       Amount to be    offering price      aggregate offering     Amount of
be registered                registered      per share (2)       price (2)              registration fee
--------------------------------------------------------------------------------------------------------
<S>                          <C>             <C>                 <C>                    <C>
Common Stock, no par value   32,634 shares   $37.75              $1,231,933.50          $373.31
--------------------------------------------------------------------------------------------------------
</TABLE>

(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, this
    Registration Statement also covers an indeterminate number of additional
    shares as may be issuable as a result of anti-dilution provisions
    contained in the plan described herein.

(2) Estimated solely for purposes of determining the registration fee in
    accordance with rule 457(h) under the Securities Act of 1933, as amended,
    on the basis of $37.75 per share, which was the last sale reported for the
    Company's Common Stock by the NASDAQ National Market System on April 11,
    1997.

<PAGE>

                                    PART I
                                    ------

               INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

ITEM 1.     PLAN INFORMATION.
-------     -----------------

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

ITEM 2.     REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
-------     --------------------------------------------------------------

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


                                   PART II
                                   -------

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.
-------     ----------------------------------------

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

     1.     Registrant's Annual Report on Form 10-K for the fiscal year ended
            December 31, 1996.

     2.     Registrant's Annual Report to Shareholders for the fiscal year
            ended December 31, 1996.

     3.     The description of Registrant's common stock contained in
            Registrant's Current Report on Form 8-K, dated January 6, 1983;
            and the description of Registrant's Preferred Stock Purchase
            Rights contained in Registrant's Form 8-A, dated March 1, 1990,
            including the Rights Agreement, dated March 1, 1990, between the
            Registrant and Old National Bank, as Trustee.

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

ITEM 4.     DESCRIPTION OF SECURITIES.
-------     --------------------------

     Not applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.
-------     ---------------------------------------

     Not applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-------     ------------------------------------------

     The Registrant's Articles of Incorporation provide that the Registrant
will indemnify any person who is or was a director, officer or employee of the
Registrant or of any other corporation for which he is or was serving in any
capacity at the request of the Registrant against all liability and expense
that may be

<PAGE>

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

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.
-------     ------------------------------------

     Not applicable.

ITEM 8.     EXHIBITS.
-------     ---------

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

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

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

          4.2     Workingmens Capital Holdings, Inc. Stock Option Plan.

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

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

          23.2    Consent of Arthur Andersen LLP.

          24      Powers of Attorney.

ITEM 9.     UNDERTAKINGS.
-------     -------------

     (a)     The undersigned Registrant hereby undertakes:

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

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

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

<PAGE>

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

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

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

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

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

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

<PAGE>

                                  SIGNATURES
                                  ----------

     Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Evansville, State of Indiana, on April 16, 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 on Form S-8 has been signed by the following
persons in the capacities indicated below as of April 16, 1997.

Name                                       Title
----                                       -----

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

/s/ STEVE H. PARKER             Senior Vice President (Chief Financial
-------------------------       Officer and 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

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

<PAGE>

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

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

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

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
              -----------------
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{"company-data": {"conformed-name": "OLD NATIONAL BANCORP /IN/", "cik": "0000707179", "assigned-sic": "6021", "irs-number": "351539838", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-25317", "film-number": "97582416"}, "business-address": {"street1": "420 MAIN ST", "city": "EVANSVILLE", "state": "IN", "zip": "47708", "phone": "8124641434"}, "mail-address": {"street1": "420 MAIN STREET", "city": "EVANSVILLE", "state": "IN", "zip": "47708"}, "former-company": {"former-conformed-name": "OLD NATIONAL BANCORP", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on April 16, 1997
=============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                                   FORM S-8

                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

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

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

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

                  420 MAIN STREET, EVANSVILLE, INDIANA 47708
                  ------------------------------------------
                   (Address of principal executive offices)

             WORKINGMENS CAPITAL HOLDINGS, INC. STOCK OPTION PLAN
             ----------------------------------------------------
                             (Full Title of Plan)

  JEFFREY L. KNIGHT, ESQ.                   TIMOTHY M. HARDEN, ESQ.
  CORPORATE SECRETARY & GENERAL COUNSEL     NICHOLAS J. CHULOS, ESQ.
  OLD NATIONAL BANCORP                      KRIEG DEVAULT ALEXANDER & CAPEHART
  420 MAIN STREET                           ONE INDIANA SQUARE, SUITE 2800
  EVANSVILLE, INDIANA  47708                INDIANAPOLIS, INDIANA  46204-2017
  (812) 464-1363                            (317) 636-4341
  (AGENT FOR SERVICE)                       (COPY TO)
-----------------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including area code,
                            of agent for service)

-----------------------------------------------------------------------------
                       CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
                                             Proposed maximum    Proposed maximum
Title of securities to       Amount to be    offering price      aggregate offering     Amount of
be registered                registered      per share (2)       price (2)              registration fee
--------------------------------------------------------------------------------------------------------
Common Stock, no par value   32,634 shares   $37.75              $1,231,933.50          $373.31
--------------------------------------------------------------------------------------------------------
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, this
    Registration Statement also covers an indeterminate number of additional
    shares as may be issuable as a result of anti-dilution provisions
    contained in the plan described herein.

(2) Estimated solely for purposes of determining the registration fee in
    accordance with rule 457(h) under the Securities Act of 1933, as amended,
    on the basis of $37.75 per share, which was the last sale reported for the
    Company's Common Stock by the NASDAQ National Market System on April 11,
    1997.
PART I
                                    ------

               INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

ITEM 1.     PLAN INFORMATION.
-------     -----------------

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

ITEM 2.     REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
-------     --------------------------------------------------------------

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

                                   PART II
                                   -------

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.
-------     ----------------------------------------

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

     1.     Registrant's Annual Report on Form 10-K for the fiscal year ended
            December 31, 1996.

     2.     Registrant's Annual Report to Shareholders for the fiscal year
            ended December 31, 1996.

     3.     The description of Registrant's common stock contained in
            Registrant's Current Report on Form 8-K, dated January 6, 1983;
            and the description of Registrant's Preferred Stock Purchase
            Rights contained in Registrant's Form 8-A, dated March 1, 1990,
            including the Rights Agreement, dated March 1, 1990, between the
            Registrant and Old National Bank, as Trustee.

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

ITEM 4.     DESCRIPTION OF SECURITIES.
-------     --------------------------

     Not applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.
-------     ---------------------------------------

     Not applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-------     ------------------------------------------

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

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.
-------     ------------------------------------

     Not applicable.

ITEM 8.     EXHIBITS.
-------     ---------

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

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

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

          4.2     Workingmens Capital Holdings, Inc. Stock Option Plan.

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

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

          23.2    Consent of Arthur Andersen LLP.

          24      Powers of Attorney.

ITEM 9.     UNDERTAKINGS.
-------     -------------

     (a)     The undersigned Registrant hereby undertakes:

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

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

         (ii)     to reflect in the prospectus any facts or events arising
                  after the effective date of the Registration Statement (or
                  the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the Registration
                  Statement;
(iii)     to include any material information with respect to the plan
                  of distribution not previously disclosed in the Registration
                  Statement or any material change to such information in the
                  Registration Statement;

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

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

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

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

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

     Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Evansville, State of Indiana, on April 16, 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 on Form S-8 has been signed by the following
persons in the capacities indicated below as of April 16, 1997.

Name                                       Title
----                                       -----

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

/s/ STEVE H. PARKER             Senior Vice President (Chief Financial
-------------------------       Officer and 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

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

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