As filed with the Securities and Exchange Commission on February 10, 1999
----------------------------------------------------------------------------
----------------------------------------------------------------------------


                       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)

                SOUTHERN BANCSHARES, LTD. 1997 STOCK OPTION PLAN
                ------------------------------------------------
                              (Full Title of Plan)

 JEFFREY L. KNIGHT, ESQ.                    TIMOTHY M. HARDEN, ESQ.
 CORPORATE SECRETARY & GENERAL COUNSEL      MICHAEL J. MESSAGLIA, 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)
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
                                                  Proposed                Proposed maximum
Title of securities      Amount to be             maximum offering        aggregate offering        Amount of
to be registered         registered               price per share (2)     price (2)                 registration fee
--------------------------------------------------------------------------------------------------------------------
<S>                      <C>                      <C>                     <C>                       <C>
Common Stock, no         125,531 shares           $48.50                  $6,088,254                $1,692.53
par value
--------------------------------------------------------------------------------------------------------------------
</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 $48.50 per share, which was the last sale reported for the
     Company's Common Stock by the NASDAQ National Market System on February 9,
     1999.


<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 Quarterly Report on Form 10-Q for the quarter
                    ended September 30, 1998.

             2.     Registrant's Annual Report on Form 10-K for the fiscal year
                    ended December 31, 1997.

             3.     Registrant's Annual Report to Shareholders for the fiscal
                    year ended December 31, 1997.

             4.     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.



<PAGE>

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), (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), (c) Registrant's Articles of
                                Incorporation (incorporated by reference
                                thereto), and (d) Registrant's By-laws
                                (incorporated by reference thereto).

                  4.2           Southern Bancshares, Ltd. 1997 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");



<PAGE>



                    (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.




<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 February 10, 1999.

                                            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 February 10, 1999.

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


/s/ JOHN S. POELKER                   Senior Vice President (Chief Financial
-------------------------------       Officer and Principal Accounting Officer)
John S. Poelker

/s/ RONALD B. LANKFORD                President and Director
-------------------------------
Ronald B. Lankford

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

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



<PAGE>


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": "333-72117", "film-number": "99528572"}, "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 February 10, 1999
----------------------------------------------------------------------------
----------------------------------------------------------------------------

                       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)

                SOUTHERN BANCSHARES, LTD. 1997 STOCK OPTION PLAN
                ------------------------------------------------
                              (Full Title of Plan)

 JEFFREY L. KNIGHT, ESQ.                    TIMOTHY M. HARDEN, ESQ.
 CORPORATE SECRETARY & GENERAL COUNSEL      MICHAEL J. MESSAGLIA, 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                Proposed maximum
Title of securities      Amount to be             maximum offering        aggregate offering        Amount of
to be registered         registered               price per share (2)     price (2)                 registration fee
--------------------------------------------------------------------------------------------------------------------
Common Stock, no         125,531 shares           $48.50                  $6,088,254                $1,692.53
par value
--------------------------------------------------------------------------------------------------------------------
(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 $48.50 per share, which was the last sale reported for the
     Company's Common Stock by the NASDAQ National Market System on February 9,
     1999.
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 Quarterly Report on Form 10-Q for the quarter
                    ended September 30, 1998.

             2.     Registrant's Annual Report on Form 10-K for the fiscal year
                    ended December 31, 1997.

             3.     Registrant's Annual Report to Shareholders for the fiscal
                    year ended December 31, 1997.

             4.     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), (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), (c) Registrant's Articles of
                                Incorporation (incorporated by reference
                                thereto), and (d) Registrant's By-laws
                                (incorporated by reference thereto).

                  4.2           Southern Bancshares, Ltd. 1997 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 February 10, 1999.

                                            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 February 10, 1999.

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

/s/ JOHN S. POELKER                   Senior Vice President (Chief Financial
-------------------------------       Officer and Principal Accounting Officer)
John S. Poelker

/s/ RONALD B. LANKFORD                President and Director
-------------------------------
Ronald B. Lankford

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

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