Old National Bancorp has announced a definitive agreement to buy Workingmens Capital Holdings Inc., Bloomington, Ind., for about $39.3 million.

Old National, with $5 billion in assets, will merge the company's $213 million-asset Workingmens Federal Savings Bank with its existing Bloomington affiliate, ONB Bank. The deal is expected to be completed by third-quarter 1996.

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