8-K

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

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 24, 2008

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

Indiana
(State or other jurisdiction
of incorporation) 001-15817
(Commission File Number) 35-1539838
(IRS Employer
Identification No.)

One Main Street
Evansville, IN 47708
(Address of principal executive offices, including zip code)

(812) 464-1294
(Registrant's Telephone Number, Including Area Code)
________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

___ Written communications pursuant to Rule 425 under the Securities Act

___ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

___ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

___ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 24, 2008, the Board of Directors of Old National Bancorp (the "Company"), upon recommendation of the Compensation and Management Development Committee of the Board (the "Compensation Committee") took several actions with respect to incentive compensation for the Company's Chief Executive Officer, Chief Financial Officer and other executive officers named in the compensation discussion included in the Company's proxy statement for its annual meeting held in 2007 (collectively, the "Named Executive Officers") and other executive officers. The actions taken include the establishment of performance goals and potential awards for fiscal year 2008 under the Company's Short-Term Incentive Compensation Plan, and the grant of long-term incentive awards under the Company's 1999 Equity Incentive Plan, as amended, in the form of performance-based restricted stock, service-based restricted stock and non-qualified stock options.

Short-term Incentive Compensation Plan

On January 24, 2008, the Board of Directors of the Company, upon recommendation of the Compensation Committee, established the performance goals and potential awards for the Named Executive Officers with respect to fiscal year 2008 under the Company's Short-Term Incentive Compensation Plan ("STIP"). For 2008, the incentive bonus paid under the STIP will be based on the level of achievement of the Company's earnings per share. Target awards for executive officers range from 40% to 75% of base salary, and maximum awards range from 80% to 150% of base salary.

Long-Term Incentive Awards

On January 24, 2008, the Board of Directors of the Company, upon recommendation of the Compensation Committee, approved the grant of performance-based and service-based restricted stock awards and non-qualified stock options to each of the Named Executive Officers pursuant to the Company's 1999 Equity Incentive Plan, as amended.

The performance-based restricted stock awards will be earned by the Named Executive Officers based on the achievement of certain financial factors at the end of the three-year period ending December 31, 2010. The financial factors include earnings per share growth, net charge-off ratio and revenue growth. The value of the shares of restricted stock subject to these performance-based awards that is presented in the table below is the value that will be earned if the Company achieves the targeted levels. If the Company performs in relation to the financial factors at levels that exceed the targeted levels, the value of the shares of restricted stock presented in the table below could be greater than that presented, but not more than 200% of such amounts.

The service-based restricted stock awards will vest annually in three approximately equal installments (33.3%, 33.3%, 33.4%) over a three-year period ending February 1, 2011, subject to the continued employment of the Named Executive Officer.

The non-qualified stock options were granted at an exercise price of $15.29 (the closing price of the Company's common stock on the date of the grant) and will vest annually in three approximately equal installments (33.3%, 33.3%, 34.4%) over a three-year period ending February 1, 2011.

The following table sets forth information regarding the individual grants of restricted stock and stock options for each of the Named Executive Officers:

Named Executive Officer	Value of Performance-Based Restricted Stock(1)(2)	Value of Service-Based Restricted Stock(1)	Number of Stock Options
Robert G. Jones	$535,150	$0	70,000
Barbara A. Murphy	$107,030	$53,515	25,000
Christopher A. Wolking	$107,030	$53,515	25,000
Annette W. Hudgions	$68,805	$30,580	14,000
Daryl D. Moore	$68,805	$30,580	14,000

(1) Based on the closing market price of the Company's stock on the date of grant ($15.29).

(2) As discussed above, Performance Based Restricted Stock Values are presented assuming the Company achieves targeted levels of financial performance established by the awards; if the Company performs better than established by the targeted measures, then additional stock could be issued under such awards, but not more than 200% of the values set forth above.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits

Exhibit No.	Description
99.1	Form of 2008 Non-Qualified Stock Option Award Agreement
99.2	Form of 2008 "Performance-Based" Restricted Stock Award Agreement
99.3	Form of 2008 "Service-Based" Stock Award Agreement

* * * * * * *

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Old National Bancorp(Registrant)

Date: January 30, 2008

By: /s/ Jeffrey L. Knight
Jeffrey L. Knight
Executive Vice President and Chief Legal Counsel

EX-99.1

Exhibit 99.1

OLD NATIONAL BANCORP
1999 EQUITY INCENTIVE PLAN
EXECUTIVE STOCK OPTION AWARD AGREEMENT

THIS AWARD AGREEMENT, made and executed as of the 24th day of January, 2008, between Old National Bancorp, an Indiana corporation (the "Company"), and _____________________________, an officer or employee of the Company or one of its Affiliates (the "Participant");

WITNESSETH:

WHEREAS, the Company has adopted the Old National Bancorp 1999 Equity Incentive Plan (the "Plan"), to further the growth and financial success of the Company and its Affiliates by aligning the interests of Participants, through the ownership of Shares, with the interests of the Company's shareholders; to provide Participants with an incentive for excellence in individual performance; and to promote teamwork among Participants; and

WHEREAS, it is the view of the Company that this goal may be achieved by granting stock options to eligible officers and other key employees; and

WHEREAS, the Participant has been designated by the Committee as an individual to whom stock options should be granted under the Plan as determined from the duties performed, the initiative and industry of the Participant, the extraordinary nature of his/her service, and his/her potential contribution to the future development, growth and prosperity of the Company;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and the Participant agree as follows:

1. Grant of Option.

(a) Aggregate Number of Shares. Subject to the provisions of Sections 5 and 7 of this agreement, the Company hereby grants to the Participant the right and option ("Option") to purchase all or any part of an aggregate of (_______) Shares subject to the terms and conditions of this agreement and the provisions of the Plan. All provisions of the Plan, including defined terms, are incorporated and are expressly made a part of this agreement by reference. The Participant hereby acknowledges that he/she has received a copy of the Plan.

(b) Designation of Character of Options. Pursuant to the authority of the Committee to determine the character of the options granted of the total options granted under subsection (a), (_________) shares shall be nonqualified stock options ("NSO's").

2. Option Price.

(a) Exercise Price. The per share Exercise Price for the Shares represented by the Option granted under Section 1 shall be $15.29 (which is the per share Fair Market Value on the date the Option is granted).

(b) Issuance of Certificates. Certificates evidencing the Shares purchased under the Option will not be delivered to the Participant until full payment has been made for them and the Participant shall have none of the rights of a shareholder with respect to such Shares until those Shares are recorded on the Company's official shareholder records (or the records of its transfer agents or registrars) as having been issued and transferred to the Participant. The Company will not be required to issue or deliver any certificates for Shares purchased upon exercise of the Option prior to (i) completing any registration or other qualification of the Shares, which the Company deems necessary or advisable under any federal or state law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body; and (ii) obtaining any approval or other clearance from any federal or state governmental agency or body, which the Company determines to be n ecessary or advisable. The Company has no obligation to obtain the fulfillment of the conditions specified in the preceding sentence.

3. Income and Employment Tax Withholding.

(a) Participant's Sole Responsibility. The Participant will be solely responsible for paying to the Company all required federal, state, city and local taxes applicable to his/her (i) exercise of an NSO, and (ii) disposition of Shares acquired pursuant to the exercise of an ISO is a disqualifying disposition as described in Section 422(a)(1) of the Code. The Participant agrees to notify the Company within ten (10) days of making such a disqualifying disposition.

(b) Payment by Withholding Shares. Notwithstanding the provisions of subsection (a), with respect to Shares to be issued pursuant to the exercise of an NSO, the Committee, in its discretion and subject to such rules as it may adopt, may permit the Participant to elect to satisfy, in whole or in part, any withholding tax obligation which may arise in connection with the exercise of the NSO by having the Company withhold otherwise deliverable Shares or accept delivery from the Participant of Shares then owned by the Participant which have a Fair Market Value, determined as of the date of the delivery of such Shares, equal to the amount of the minimum withholding tax to be satisfied by that retention or delivery.

4. Nontransferability. The Option cannot be assigned or transferred by the Optionee except by will or by the laws of descent and distribution. The Option cannot be pledged or hypothecated in any way, nor can it be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge or other disposition of the Option in violation of this provision or the levy of execution, attachment or similar process upon the Option will be null and void and without effect and will cause the Option to be terminated.

Notwithstanding the foregoing, and as more fully outlined in the Plan, the Participant may transfer NSO's to: (a) the Participant's spouse, any children or lineal descendants of the Participant or the Participant's spouse, or the spouse(s) of any such children or lineal descendants ("Immediate Family Members"); (b) a trust or trusts for the exclusive benefit of Immediate Family Members; or (c) a partnership or limited liability company in which the Participant and/or Immediate Family Members are the only equity owners (collectively, "Eligible Transferees").

5. Exercise of Option.

(a) Maximum Term and Vesting. The Option may not be exercised after the expiration of ten (10) years from the date of this agreement, subject to earlier termination as provided in the Plan or this agreement. Subject to the provisions of this Section 5 and Section 7, the Option Shares shall vest and be exercisable by the Participant according to the following schedule:

Date of Vesting	Percent of Option Shares Vested
February 1, 2009	33.3%
February 1, 2010	33.3%
February 1, 2011	33.4%

Notwithstanding the foregoing, the Option Shares shall also become fully vested and be exercisable upon the Participant's death, Disability or Retirement. In addition, the Option Shares shall vest and be exercisable upon a Change in Control of the Company.

(b) Limitations on Exercise. Except as otherwise provided in Section 4, the Option may be exercised during the lifetime of the Participant only by the Participant or his/her guardian or attorney-in-fact in the event the Participant incurs a Disability. In the case of the Participant's death, the Option may be exercised by the Participant's personal representative.

(c) Legal Requirements. Notwithstanding any other provision of this agreement, the Option may not be exercised in whole or in part if the issuance of the Shares would constitute a violation of any applicable federal or state securities law or other applicable laws, rules or regulations. As a condition to the exercise of the Option, the Company may require the person exercising the Option to make any representation or warranty to the Company as may be required by any applicable law or regulation.

6. Method of Exercise of Options. The Participant may exercise the Option, to the extent it is vested, in whole or in part, at any time during the Option Period, by giving written notice to the Company of exercise on a form provided by the Committee for such purpose. Such notice must specify the number of Shares subject to the Option to be purchased and must be accompanied by payment in full of the total Exercise Price by cash or cashier's check.

7. Early Termination of Option.

(a) In General. All rights to exercise the Option will terminate on the effective date of the Participant's Termination of Service, except that such Option, to the extent then exercisable at the time of such Termination of Service, may be exercised until the expiration of the thirty (30) consecutive day period commencing on the date of such Termination of Service, but no later than the date the Option expires pursuant to its terms, unless the termination is for Cause or on account of the death, Disability or Retirement of the Participant. Transfer from the Company to an Affiliate or vice versa, or from one Affiliate to another, will not be deemed a Termination of Service.

(b) For Cause Termination. If the Participant's Termination of Service is for Cause, the Option will terminate effective on the date the Participant receives notice of his/her Termination of Service for Cause unless the Committee determines otherwise in its sole discretion, in which case the Option will expire at the time prescribed in Subsection (a). For purposes of this Agreement, Cause means (A) an action by the Participant which involves misconduct or gross negligence materially injurious to the Company, (B) the requirement or direction imposed on the Company by a federal or state regulatory agency which has jurisdiction over the Company to terminate the employment of the Participant, or (C) the conviction of the Participant of the commission of any criminal offense involving dishonesty or breach of trust, or, (D) any intentional breach by the Participant of a material term, condition or covenant of any written agreement between the Participant and the Company or one of its Affil iates. Notwithstanding the foregoing, the Participant will not be deemed to have incurred a Termination for Cause unless there is delivered to the Participant a copy of a notice of termination from the Company accompanied by a resolution duly adopted by a majority of the Board then in office finding that, in the good faith opinion of the Board, the termination of the Participant's employment is for Cause, specifying the particulars thereof in detail, and granting an opportunity, following a reasonable period of time, for the Participant, together with his counsel, to be heard before the Board.

(c) Exercise on Death, Disability or Retirement. If a Participant's Termination of Service is due to death, Disability or Retirement, any unexercised Options held by such Participant will thereafter be fully exercisable until the expiration of the Option Period.

(d) Change in Control of the Company. In the event of a Change in Control of the Company, all outstanding Options that are not then exercisable or are subject to any restrictions will become immediately exercisable and all restrictions shall be removed, as of the first date that the Change in Control has been deemed to have occurred, and shall remain removed for the remaining life of the Option.

8. Participant's Representations. The Participant represents to the Company that:

(a) the terms and arrangements relating to the grant of the Option and the Shares to which it relates, and the offer thereof, have been arrived at or made through direct communication with the Company or person acting in its behalf and such Participant;

(b) he/she has received a balance sheet and income statement of the Company and as an officer or key employee of the Company or its Affiliates:

(i) is thoroughly familiar with its business affairs and financial condition and

(ii) has been provided with or has access to such information (and has enough knowledge and experience in financial and business matters that he/she is capable of utilizing such information) as is necessary to evaluate the risks, and make an informed investment decision with respect to, this right and the Shares to which it relates;

(c) he/she has sufficient financial resources so that he/she is able to bear the economic risks of his/her investment in the Shares to which the Option relates; and

(d) he/she represents the Option is being acquired in good faith for investment purposes and not with a view to, or for sale in connection with, any distribution thereof.

9. Mitigation of Excise Tax. The Participant acknowledges that all Awards and the exercise of all Options hereunder are subject to reduction by the Committee for reasons specified in Section 14.10 of the Plan.

10. Indemnity. The Participant hereby agrees to indemnify and hold harmless the Company and its Affiliates (and their respective directors, officers and employees), and the Committee, from and against any and all losses, claims, damages, liabilities and expenses based upon or arising out of the incorrectness or alleged incorrectness of any representation made by him/her to the Company or any failure on the part of him/her to perform any agreements contained herein. The Participant hereby further agrees to release and hold harmless the Company and its Affiliates (and their respective directors, officers and employees) from and against any tax liability, including without limitation, interest and penalties, incurred by the Participant in connection with his/her participation in the Plan.

11. Financial Information. The Company hereby undertakes to deliver to the Participant, at such time as they become available and so long as the Option is in effect and is unexercised in whole or in part, a balance sheet and income statement of the Company with respect to any fiscal year of the Company ending on or after the date of this agreement.

12. Conditions Precedent. In no event will the Company be obligated to issue Shares pursuant to the Option until it is satisfied that all conditions precedent to the issuance of the Shares, as provided in the Plan and this agreement, have been performed and completed.

13. Changes in Shares. In the event of any change in the Shares, as described in Section 4.5 of the Plan, the Committee will make appropriate adjustment or substitution in the number, kind and price of Shares under the Option, all as provided in the Plan. The Committee's determination in this respect will be final and conclusive upon all parties.

14. Effect of Headings. The descriptive headings of the Sections and, where applicable, subsections, of this agreement are inserted for convenience and identification only and do not constitute a part of this agreement for purposes of interpretation.

15. Controlling Laws. Except to the extent superseded by the laws of the United States, the laws of the State of Indiana, without reference to the choice of law principles thereof, shall be controlling in all matters relating to this agreement.

16. Counterparts. This agreement may be executed in two (2) or more counterparts, each of which will be deemed an original, but all of which collectively will constitute one and the same instrument.

IN WITNESS WHEREOF, the Company, by its officer thereunder duly authorized, and the Participant, have caused this Stock Option Award Agreement to be executed as of the day and year first above written, which is the date on which the Option is granted.

Accepted by: ______________________________ Executive's Name	Date: ______________
Printed Name: _____________________________

OLD NATIONAL BANCORP

By:___________________________________________
Allen R. Mounts
EVP, Chief Administrative Officer
Old National Bancorp

EX-99.2

Exhibit 99.2

OLD NATIONAL BANCORP
1999 EQUITY INCENTIVE PLAN
"PERFORMANCE-BASED" RESTRICTED STOCK AWARD AGREEMENT

THIS AWARD AGREEMENT (the "Agreement"), made and executed as of the 24th day of January, 2008, between Old National Bancorp, an Indiana corporation (the "Company"), and ____________________, an officer or employee of the Company or one of its Affiliates (the "Participant").

WITNESSETH:

WHEREAS, the Company has adopted the Old National Bancorp 1999 Equity Incentive Plan (the "Plan") to further the growth and financial success of the Company and its Affiliates by aligning the interests of Participants, through the ownership of Shares and through other incentives, with the interests of the Company's shareholders; to provide Participants with an incentive for excellence in individual performance; and to promote teamwork among Participants; and

WHEREAS, it is the view of the Company that this goal can be achieved by granting Restricted Stock to eligible officers and other key employees; and

WHEREAS, the Participant has been designated by the Compensation Committee as an individual to whom Restricted Stock should be granted as determined from the duties performed, the initiative and industry of the Participant, and his or her potential contribution to the future development, growth and prosperity of the Company;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and the Participant agree as follows:

1. Award of Restricted Stock

The Company hereby awards to the Participant _______________________ (__________) Shares of performance-based Restricted Stock (hereinafter, the "Restricted Stock"), subject to the terms and conditions of this Agreement and the provisions of the Plan. This award will be earned if target level performance is achieved. All provisions of the Plan, including defined terms, are incorporated herein and expressly made a part of this Agreement by reference. The Participant hereby acknowledges that he or she has received a copy of the Plan.

2. Performance Goals

Except as otherwise provided in Sections 4 and 5 of this Agreement, the Restricted Stock will be treated as earned to the extent the Performance Goals specified in Exhibit A are satisfied. To the extent the Performance Goals are not satisfied (with the result that either no Shares or less than all Shares of Restricted Stock have been earned), then the unearned Shares will be forfeited, effective as of the last day of the Performance Period, regardless of whether the Period of Restriction has otherwise lapsed under Section 3 of this Agreement. To the extent that the Performance Goals are exceeded, the participant will earn 100% of the Shares awarded in Section 1, plus the participant will be awarded additional Shares in accordance with the schedule set forth in Exhibit A (Calculation of Performance) as soon as administratively feasible (and not more than 30 days) after the end of the Period of Restriction. For example, if the Weighted Average Performance Level is 130% , the participant will be awarded additional Shares equal to 30% of the Shares awarded in Section 1. Notwithstanding the preceding provisions on this Section, the Compensation Committee may, in its discretion, reduce the number of Shares treated as earned, if it determines that a significant corporate transaction or other event during the Performance Period, either alone or in combination with other transactions or events, has distorted the intent of one or more of the Performance Goals.

3. Period of Restriction

The Period of Restriction shall begin on the Grant Date and lapse, except as otherwise provided in Sections 2, 4 and 5 of this Agreement, on February 1, 2011.

4. Change in Control

Notwithstanding any other provision of this Agreement, any Shares of Restricted Stock, as stated in Section 1, which have not been earned or are subject to the Period of Restriction, shall be treated as fully earned and the Period of Restriction shall lapse upon a Change in Control of the Company as provided in Section 12.1 of the Plan.

5. Termination of Service

Notwithstanding any other provision of this Agreement, in the event of the Participant's Termination of Service due to death, Disability or Retirement, the following shall apply:

(a) If the Participant's Termination of Service is due to death, the (i) Period of Restriction shall lapse, and (ii) the Shares shall be treated as earned, at the "Target" level specified in Exhibit A, effective as of the date of death.

(b) If the Participant's Termination of Service is due to Disability or Retirement, (i) he shall continue to be treated as a Participant, (ii) the Period of Restriction shall lapse at the time specified in Section 3 of this Agreement, and (iii) the Shares shall be treated as earned to the extent the applicable Performance Goals are satisfied; provided, however, that if the Participant dies prior to the end of the Period of Restriction, then the provisions of subsection (a) of this Section 5 shall apply.

Unless otherwise determined by the Committee in its sole discretion, in the event of the Participant's Termination of Service for any other reason, any Shares of Restricted Stock which have not been earned and/or with respect to which the Period of Restriction has not lapsed, shall be forfeited effective as of the date of the Participant's Termination of Service.

6. Dividends on Restricted Stock

During the Period of Restriction, the Participant shall be entitled to receive any cash dividends paid with respect to the Shares of Restricted Stock, regardless of whether such Shares have been earned or the Period of Restriction has not lapsed. All stock dividends paid with respect to Shares of Restricted Stock shall be (a) added to the Restricted Stock, and (b) subject to all of the terms and conditions of this Agreement and the Plan.

7. Voting Rights

During the Period of Restriction, the Participant may exercise all voting rights with respect to the Shares of Restricted Stock as if he or she is the owner thereof.

8. Participant's Representations

The Participant represents to the Company that:

(a) The terms and arrangements relating to the grant of Restricted Stock and the offer thereof have been arrived at or made through direct communication with the Company or person acting in its behalf and the Participant;

(b) The Participant has received a balance sheet and income statement of the Company and as an officer or key employee of the Company:

(i) is thoroughly familiar with the Company's business affairs and financial condition and

(ii) has been provided with or has access to such information (and has such knowledge and experience in financial and business matters that the Participant is capable of utilizing such information) as is necessary to evaluate the risks, and make an informed investment decision with respect to, the grant of Restricted Stock; and

(c) The Restricted Stock is being acquired in good faith for investment purposes and not with a view to, or for sale in connection with, any distribution thereof.

9. Income and Employment Tax Withholding

All required federal, state, city and local income and employment taxes which arise on the satisfaction of the Performance Goals and the lapse of the Period of Restriction shall be satisfied through the (a) withholding of the Shares required to be issued under Section 11, or (b) tendering by the Participant of Shares which are owned by the Participant, as described in Section 6.6(a) of the Plan. The Fair Market Value of the Shares to be withheld or tendered shall be equal to the dollar amount of the Company's aggregate withholding tax obligations, calculated as of the day prior to the day on which the Period of Restriction ends.

10. Nontransferability

Until the end of the Period of Restriction, the Restricted Stock cannot be (i) sold, transferred, assigned, margined, encumbered, bequeathed, gifted, alienated, hypothecated, pledged or otherwise disposed of, whether by operation of law, whether voluntarily or involuntarily or otherwise, other than by will or by the laws of descent and distribution; or (ii) subject to execution, attachment or similar process. Any attempted or purported transfer of Restricted Stock in contravention of this Section 10 or the Plan shall be null and void ab initio and of no force or effect whatsoever.

11. Issuance of Shares

At or within a reasonable period of time (and not more than 30 days) following execution of this Agreement, the Company will issue, in book entry form, Shares representing the Restricted Stock granted pursuant to Section 1 of this Agreement. As soon as administratively practicable following the date on which such Shares of Restricted Stock are earned and the Period of Restriction lapses, the Company will remove the restrictions with respect to the number of such Shares that have been earned, as determined pursuant to Exhibit A, less any withholdings required by Section 9 of this Agreement. At the same time, the Company will issue, either in book entry form or by other means, any additional Shares that the participant has earned pursuant to Section 2 of this Agreement, as determined pursuant to Exhibit A, less any withholdings required by Section of this Agreement. In the event of the Participant's death before the Shares are issued, a stock certificate will be issued to the Participant's Beneficiary or estate in accordance with Section 14.7 of the Plan.

Notwithstanding the foregoing provisions of this Section 11, the Company will not be required to issue or deliver any certificates for Shares prior to (i) completing any registration or other qualification of the Shares, which the Company deems necessary or advisable under any federal or state law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body; and (ii) obtaining any approval or other clearance from any federal or state governmental agency or body, which the Company determines to be necessary or advisable. The Company has no obligation to obtain the fulfillment of the conditions specified in the preceding sentence. As a further condition to the issuance of certificates for Shares, the Company may require the making of any representation or warranty which the Company deems necessary or advisable under any applicable law or regulation. The issuance of Shares pursuant to this Section shall be delayed to the extent that such issuance would violate federal securities law or other applicable law, in which case the Company shall issue such Shares as soon as administratively feasible (and not more than 30 days) after such issuance would no longer violate such laws.

Notwithstanding the preceding provisions of this Section or any other provision of this Agreement, no Shares of Restricted Stock shall be transferred to the Participant to the extent that the Compensation Committee has determined that such transfer would result in the Participant's compensation for the year exceeding the applicable compensation limit under Code Section 162(m). Shares of Restricted Stock whose transfer is affected by the preceding sentence shall be transferred to the Participant on the earliest date thereafter on which the transfer would not, in the Compensation Committee's judgment, result in the Participant's compensation for the year exceeding the applicable compensation limit under Code Section 162(m).

12. Mitigation of Excise Tax

Except to the extent otherwise provided in a written agreement between the Company and the Participant, the Restricted Stock issued hereunder is subject to reduction by the Committee for the reasons specified in Section 14.10 of the Plan.

13. Indemnity

The Participant hereby agrees to indemnify and hold harmless the Company and its Affiliates (and their respective directors, officers and employees), and the Committee, from and against any and all losses, claims, damages, liabilities and expenses based upon or arising out of the incorrectness or alleged incorrectness of any representation made by the Participant to the Company or any failure on the part of the Participant to perform any agreements contained herein. The Participant hereby further agrees to release and hold harmless the Company and its Affiliates (and their respective directors, officers and employees) from and against any tax liability, including without limitation, interest and penalties, incurred by the Participant in connection with his or her participation in the Plan.

14. Financial Information

The Company hereby undertakes to deliver to the Participant, at such time as they become available and so long as the Period of Restriction has not lapsed and the Restricted Stock has not been forfeited, a balance sheet and income statement of the Company with respect to any fiscal year of the Company ending on or after the date of this Agreement.

15. Changes in Shares

In the event of any change in the Shares, as described in Section 4.5 of the Plan, the Committee will make appropriate adjustment or substitution in the Shares of Restricted Stock, all as provided in the Plan. The Committee's determination in this respect will be final and binding upon all parties.

16. Effect of Headings

The descriptive headings of the Sections and, where applicable, subsections, of this Agreement are inserted for convenience and identification only and do not constitute a part of this Agreement for purposes of interpretation.

17. Controlling Laws

Except to the extent superseded by the laws of the United States, the laws of the State of Indiana, without reference to the choice of law principles thereof, shall be controlling in all matters relating to this Agreement.

18. Counterparts

This Agreement may be executed in two (2) or more counterparts, each of which will be deemed an original, but all of which collectively will constitute one and the same instrument.

IN WITNESS WHEREOF, the Company, by its officer thereunder duly authorized, and the Participant, have caused this Restricted Stock Award Agreement to be executed as of the day and year first above written.

PARTICIPANT

Accepted by: ______________________________ Signature	Date: ________________________
_________________________________ Printed Name

OLD NATIONAL BANCORP

By:___________________________________
Allen R. Mounts
EVP, Chief Administrative Officer
Old National Bancorp

EXHIBIT A

Grant Date: January 24, 2008

Shares of Restricted Stock Awarded: See Section 1 of the Agreement

Performance Period: January 1, 2008 through December 31, 2010

OVERVIEW

To continue its objective of focusing the executive officers on creation of stockholder value, Old National Bancorp's Compensation Committee has approved a 3-year Performance Based Restricted Stock award to executive officers, which could be earned on December 31, 2010 based on the collective results of the following three performance factors:

1. Earnings Per Share (EPS) Growth
2. Total Revenue (defined as net interest income and total non-interest income, as reflected in year end financial statements) Growth
3. Net Charge Off Ratio

DEFINITION OF PERFORMANCE FACTORS

Earnings Per Share (EPS):

Earnings Per Share is defined as GAAP EPS, disregarding, however, extraordinary items and non-recurring charges, both as determined under GAAP, recognized in a period after the quarter ending December 31, 2007.

Total Revenue:

The sum of net interest income and total non-interest income (as reflected in year-end financial statements), disregarding, however, extraordinary items, as determined under GAAP, recognized in a period after the quarter ending December 31, 2007.

Net Charge Off Ratio:

Net Charge Off Ratio is defined as the three year average ratio of Net Charge Offs to Average Loans for the periods ending 2008, 2009 and 2010.

PERFORMANCE WEIGHTS

"Performance Weight" equals the relative importance of each performance measure in evaluating performance and determining the number of Performance Based Restricted Shares earned. The following weight has been assigned to each performance factor:

EPS Growth	Revenue Growth	Net Charge Off Ratio
50%	25%	25%

CALCULATION OF PERFORMANCE

For each Performance Factor, the performance level ⁽¹⁾ will be determined at the end of the performance period. The performance level will then be multiplied times the Performance Weight for each Performance Factor, resulting in Old National's Weighted Average Performance Level. ⁽¹⁾ The table below shows the percent of the Shares Awarded (Section 1 of Agreement) that may be earned at various performance levels:

Performance Range	2010 GAAP EPS	2010 Total Revenue ($000)	Net Charge Off Ratio (3yr Average)	Performance Level
MAXIMUM	$1.44	$479,262	0.200%	200%
	1.43	477,013	0.208%	192%
	1.42	474,765	0.215%	185%
	1.41	472,516	0.223%	177%
	1.40	470,268	0.231%	169%
	1.39	468,019	0.238%	162%
	1.38	465,771	0.246%	154%
	1.37	463,522	0.254%	146%
	1.36	461,274	0.262%	138%
	1.35	459,025	0.269%	131%
	1.34	456,777	0.277%	123%
	1.33	454,528	0.285%	115%
	1.32	452,280	0.292%	108%
TARGET	$1.31	450,031	0.300%	100%
	1.30	448,254	0.315%	94%
	1.29	446,476	0.331%	88%
	1.28	444,699	0.346%	83%
	1.27	442,921	0.362%	77%
	1.26	441,144	0.377%	71%
	1.25	439,367	0.392%	65%
	1.24	437,589	0.408%	60%
	1.23	435,812	0.423%	54%
	1.22	434,035	0.438%	48%
	1.21	432,257	0.454%	42%
	1.20	430,480	0.469%	37%
	1.19	428,702	0.485%	31%
MINIMUM	$1.18	426,925	0.500%	25%

Example: * The results for a given Performance Factor will be reduced to the next lowest level if the final financial result does not equal one of the levels listed in the above schedule. For Example:

	2010 GAAP EPS	2010 Total Revenue ($000)	Net Charge Off Ratio (3yr Avg)	Total
Actual Results	$1.34	444,800	0.40%
Performance Level (a)	123%	83%	60%
Factor Weight (b)	50%	25%	25%
Weighted Performance (a times b)	61.5%	20.8%	15.0%	97.3%
Restricted Shares Granted				1,000
Restricted Shares Earned				973

TIMING OF AWARD DETERMINATION

Once performance results for Old National are known and approved by the auditors, the Compensation Committee will review and approve the final performance results for the each performance factor. The final determination of the results including action related to determining the overall final Performance Level will occur on or before February 1, 2011.

EX-99.3

Exhibit 99.3

OLD NATIONAL BANCORP
1999 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT

THIS AWARD AGREEMENT (the "Agreement"), made and executed as of 24th day of January, 2008, between Old National Bancorp, an Indiana corporation (the "Company"), and ________________________, an officer or employee of the Company or one of its Affiliates (the "Participant").

WITNESSETH:

WHEREAS, the Company has adopted the Old National Bancorp 1999 Equity Incentive Plan (the "Plan") to further the growth and financial success of the Company and its Affiliates by aligning the interests of Participants, through the ownership of Shares and through other incentives, with the interests of the Company's shareholders, to provide Participants with an incentive for excellence in individual performance and to promote teamwork among Participants; and

WHEREAS, it is the view of the Company that this goal can be achieved by granting Restricted Stock to eligible officers and other key employees; and

WHEREAS, the Participant has been designated by the Compensation Committee as an individual to whom Restricted Stock should be granted as determined from the duties performed, the initiative and industry of the Participant and his or her potential contribution to the future development, growth and prosperity of the Company;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and the Participant agree as follows:

1. Award of Restricted Stock

The Company hereby awards to the Participant _________ Shares of Restricted Stock (hereinafter, the "Restricted Stock"), subject to the terms and conditions of this Agreement and the provisions of the Plan. All provisions of the Plan, including defined terms, are incorporated herein and expressly made a part of this Agreement by reference. The Participant hereby acknowledges that he or she has received a copy of the Plan.

2. Period of Restriction

The Period of Restriction shall begin on the Grant Date and lapse, except as otherwise provided in Sections 3 and 4 of this Agreement, as follows:

Effective Date	Percent of Restricted Stock Awarded
February 1, 2009	33.3%
February 1, 2010	33.3%
February 1, 2011	33.4%

3. Change in Control

Notwithstanding any other provision of this Agreement, the Period of Restriction shall lapse upon a Change in Control of the Company as provided in Section 12.1 of the Plan.

4. Termination of Service

Notwithstanding any other provision of this Agreement, in the event of the Participant's Termination of Service due to death, Disability or Retirement, the following shall apply:

(a) If the Participant's Termination of Service is due to death, the Period of Restriction shall lapse, effective as of the date of death.

(b) If the Participant's Termination of Service is due to Disability or Retirement, he or she shall continue to be treated as a Participant and the Period of Restriction shall lapse at the time specified in Section 2 of this Agreement; provided, however, that if the Participant dies prior to the end of the Period of Restriction, then the provisions of subsection (a) of this Section 4 shall apply.

Unless otherwise determined by the Committee in its sole discretion, in the event of the Participant's Termination of Service for any other reason, the Shares of Restricted Stock shall be forfeited effective as of the date of the Participant's Termination of Service.

5. Dividends on Restricted Stock

During the Period of Restriction, the Participant shall be entitled to receive any cash dividends paid with respect to the Shares of Restricted Stock regardless of whether the Period of Restriction has not lapsed. All stock dividends paid with respect to Shares of Restricted Stock shall be (a) added to the Restricted Stock, and (b) subject to all of the terms and conditions of this Agreement and the Plan.

6. Voting Rights

During the Period of Restriction, the Participant may exercise all voting rights with respect to the Shares of Restricted Stock as if he or she is the owner thereof.

7. Participant's Representations

The Participant represents to the Company that:

(a) The terms and arrangements relating to the grant of Restricted Stock and the offer thereof have been arrived at or made through direct communication with the Company or person acting in its behalf and the Participant;

(b) The Participant has received a balance sheet and income statement of the Company and as an officer or key employee of the Company:

(i) is thoroughly familiar with the Company's business affairs and financial condition and

(ii) has been provided with or has access to such information (and has such knowledge and experience in financial and business matters that the Participant is capable of utilizing such information) as is necessary to evaluate the risks, and make an informed investment decision with respect to, the grant of Restricted Stock; and

(c) The Restricted Stock is being acquired in good faith for investment purposes and not with a view to, or for sale in connection with, any distribution thereof.

8. Income and Employment Tax Withholding

All required federal, state, city and local income and employment taxes which arise on the lapse of the Period of Restriction shall be satisfied through the (a) withholding of Shares required to be issued under Section 11, or (b) tendering by the Participant to the Company of Shares which are owned by the Participant, as described in Section 6.6(a) of the Plan. The Fair Market Value of the Shares to be tendered shall be equal to the dollar amount of the Company's aggregate withholding tax obligations, calculated as of the day prior to the day on which the Period of Restriction ends.

9. Nontransferability

Until the end of the Period of Restriction, the Restricted Stock cannot be (i) sold, transferred, assigned, margined, encumbered, bequeathed, gifted, alienated, hypothecated, pledged or otherwise disposed of, whether by operation of law, whether voluntarily or involuntarily or otherwise, other than by will or by the laws of descent and distribution, or (ii) subject to execution, attachment, or similar process. Any attempted or purported transfer of Restricted Stock in contravention of this Section 9 or the Plan shall be null and void ab initio and of no force or effect whatsoever.

10. Issuance of Shares

At or within a reasonable period of time (and not more than 30 days) following execution of this Agreement, the Company will issue, in book entry form, the Shares representing the Restricted Stock. As soon as administratively practicable following the date on which the Period of Restriction lapses, the Company will issue to the Participant or his or her Beneficiary the number of Shares of Restricted Stock specified in Section 1. In the event of the Participant's death before the Shares are issued, such stock certificate will be issued to the Participant's Beneficiary or estate in accordance with Section 14.7 of the Plan. Notwithstanding the foregoing provisions of this Section 10, the Company will not be required to issue or deliver any certificates for Shares prior to (i) completing any registration or other qualification of the Shares, which the Company deems necessary or advisable under any federal or state law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body; and (ii) obtaining any approval or other clearance from any federal or state governmental agency or body, which the Company determines to be necessary or advisable. The Company has no obligation to obtain the fulfillment of the conditions specified in the preceding sentence. As a further condition to the issuance of certificates for the Shares, the Company may require the making of any representation or warranty which the Company deems necessary or advisable under any applicable law or regulation. Under no circumstances shall the Company delay the issuance of shares pursuant to this Section to a date that is later than 2-1/2 months after the end of the calendar year in which the Period of Restriction lapses, unless issuance of the shares would violate federal securities law or other applicable law, in which case the Company shall issue such shares as soon as administratively feasible (and not more than 30 days) after such issuance would no longer violate such laws.

11. Mitigation of Excise Tax

Except to the extent otherwise provided in a written agreement between the Company and the Participant, the Restricted Stock issued hereunder is subject to reduction by the Committee for the reasons specified in Section 14.10 of the Plan.

12. Indemnity

The Participant hereby agrees to indemnify and hold harmless the Company and its Affiliates (and their respective directors, officers and employees), and the Committee, from and against any and all losses, claims, damages, liabilities and expenses based upon or arising out of the incorrectness or alleged incorrectness of any representation made by Participant to the Company or any failure on the part of the Participant to perform any agreements contained herein. The Participant hereby further agrees to release and hold harmless the Company and its Affiliates (and their respective directors, officers and employees) from and against any tax liability, including without limitation, interest and penalties, incurred by the Participant in connection with his or her participation in the Plan.

13. Financial Information

The Company hereby undertakes to deliver to the Participant, at such time as they become available and so long as the Period of Restriction has not lapsed and the Restricted Stock has not been forfeited, a balance sheet and income statement of the Company with respect to any fiscal year of the Company ending on or after the date of this Agreement.

14. Changes in Shares

In the event of any change in the Shares, as described in Section 4.5 of the Plan, the Committee will make appropriate adjustment or substitution in the Shares of Restricted Stock, all as provided in the Plan. The Committee's determination in this respect will be final and binding upon all parties.

15. Effect of Headings

The descriptive headings of the Sections and, where applicable, subsections, of this Agreement are inserted for convenience and identification only and do not constitute a part of this Agreement for purposes of interpretation.

16. Controlling Laws

Except to the extent superseded by the laws of the United States, the laws of the State of Indiana, without reference to the choice of law principles thereof, shall be controlling in all matters relating to this Agreement.

17. Counterparts

This Agreement may be executed in two (2) or more counterparts, each of which will be deemed an original, but all of which collectively will constitute one and the same instrument.

IN WITNESS WHEREOF, the Company, by its officer thereunder duly authorized, and the Participant, have caused this Restricted Stock Award Agreement to be executed as of the day and year first above written.

PARTICIPANT

Accepted by: _____________________________________	Date: ________________
Printed Name: _____________________________

OLD NATIONAL BANCORP

By:___________________________________
Allen R. Mounts
EVP, Chief Administrative Officer
Old National Bancorp