-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UG0genpw9WOJgyLvr9U1JoNEnKM+S8YvH50BppqPh5l4uF2GJ5Bf4kTbzF11tATe jIcpd28sAtmJ1mV+30uvAw== 0001299933-04-002263.txt : 20041215 0001299933-04-002263.hdr.sgml : 20041215 20041215121014 ACCESSION NUMBER: 0001299933-04-002263 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20041209 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041215 DATE AS OF CHANGE: 20041215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OLD NATIONAL BANCORP /IN/ CENTRAL INDEX KEY: 0000707179 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 351539838 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15817 FILM NUMBER: 041203858 BUSINESS ADDRESS: STREET 1: ONE MAIN ST CITY: EVANSVILLE STATE: IN ZIP: 47708 BUSINESS PHONE: 8124641434 MAIL ADDRESS: STREET 1: ONE MAIN ST CITY: EVANSVILLE STATE: IN ZIP: 47708 FORMER COMPANY: FORMER CONFORMED NAME: O DATE OF NAME CHANGE: 19950822 8-K 1 htm_2208.htm LIVE FILING Old National Bancorp (Form: 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):   December 9, 2004

Old National Bancorp
__________________________________________
(Exact name of registrant as specified in its charter)

     
Indiana 001-15817 35-1539838
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
1 Main Street, Evansville, Indiana   47708
_________________________________
(Address of principal executive offices) 		  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   812-464-1294

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On December 9, 2004, Old National's Board of Directors approved new plans effective as of January 1, 2005, for executive and director deferred compensation and froze the existing deferred compensation plans as of December 31, 2004, in order to satisfy the requirements of the new Internal Revenue Code Section 409A created by the American Jobs Creation Act, which was signed into law on October 22, 2004. New Section 409A changes the income tax treatment of nonqualified deferred compensation plans and imposes a number of new requirements that such plans must adopt, both in form and operation, in order to defer income for years beginning after December 31, 2004. The amendments and plan documents as well as the previous plan documents are included as Exhibits 10(a) through 10(g) hereto and are incorporated herein by reference.

A brief description of certain aspects of the 2005 Directors Deferred Compensation Plan follows.

(a) Eligibility. A Director is automatically eligible for participation in t he Plan upon becoming a Director.

(b) Amount of Contributions. Each Plan Year the Participant may elect, prior to the beginning of the Plan Year, to defer either twenty-five percent (25%), fifty percent (50%), seventy-five (75%) or one hundred percent (100%) of the Compensation otherwise payable to the Participant during the Plan Year.

(c) Investment Options. A Participant may elect to hypothetically invest his or her Individual Account, in whole percentages not to exceed one hundred percent (100%), in one or both of the following options: (i) a Company Stock Fund; or (ii) an Index Fund. The Company Stock Fund is a hypothetical investment account which purchases only common stock of Old National Bancorp; and the Index Fund is a hypothetical investment account with a rate of return based on a recognized market index, as determined by the Compensation Committee in its sole and absolute discretion prior to each Plan Year. The Committee, in its sole and absolute discretion, may determine th e rate of return of the hypothetical Index Fund by using any formula or other methodology it deems prudent and the Committee may, in its sole and absolute discretion, change such formula or other methodology at any time and from time to time as it deems prudent to do so; provided, however, no such change shall be applied retroactively if such application would result in a reduction of the rate of return in effect for a Plan Year.

(d) Unsecured Contractual Rights. The Plan at all times shall be unfunded and shall constitute a mere promise by the Employer to make benefit payments in the future. Notwithstanding any other provision of this Plan, neither a Participant nor his designated beneficiary shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Employer prior to the time benefits are paid, including any Compensation deferred hereunder by the Participant. All rights created under this Plan shall be mere unsecured contractual rights of the Participant against the Employer.

(e) Time and Methods of Payment. A Participant’s Individual Account shall be distributed in cash only to the Participant, or to his designated beneficiary in the event of his death, in a single lump sum or annual installments payable over a period of anywhere from two (2) to ten (10) years, as selected by the Participant. For all purposes under the Plan, a distributable event with respect to each Participant shall occur on the earliest of the following dates: (i) death; (ii) disability; (iii) the date as of which the Participant ceases to be a Director; (iv) the date on which the Participant attains age seventy (70) years; (v) the occurrence of an Unforeseeable Emergency; or (vi) to the extent provided by the Secretary of Treasury and provided the Plan is not continued, a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company.

(f) Suspension of Distributions, Amendment and Termination of the Plan. Old National shall cease the payment of benefits to Participants and their beneficiaries if the Company is Insolvent. Old National shall have the right at any time by action of the Board to modify, alter or amend the Plan in whole or in part. Old National reserves the right at any time by action of the Board to terminate the Plan by resolution of the Board or to reduce or cease future contributions under the Plan at any time.

A brief description of certain aspects of the 2005 Executive Deferred Compensation Plan follows.

(a) Eligibility. An Employee shall be eligible to participate in the Plan for a Plan Year for purposes of making Salary Deferral Contributions if he or she satisfies, prior to the beginning of that Plan Year, the eligibility requirements established by the Committee in its sole and absolute discretion for that Plan Year for purposes of making such contributions to the Plan.

(b) Limit on Contributions. The amount of a Participant’s Compensation that may be subject to Salary Deferral Contributions for a Plan Year may not exceed twenty-five percent (25%) of such Participant’s Compensation for such Plan Year. For any Plan Year, a Participant may defer up to seventy-five percent (75%) of any annual bonus under the Old National Executive Short Term Incentive Plans ("Short Term Incentive Plans"). As a result, the twenty-five percent (25%) of Compensation limitation on Salary Deferral Contributions shall be calculated by the Compensation Committee without regard to any bonus or other form of payment under the Short Term Incentive Plans.

(c) Matching Contributions. The Employer shall make Employer Matching Contributions under the Plan for a Plan Year to the Individual Account of each Employee who is eligible for same for such Plan Year. Such sum is in no event to exceed four percent (4%) of the Participant’s Compensation for the Plan Year, without limitation under Code Section 401(a)(17).

(d) Discretionary Employer Contributions. In addition to any Employer Matching Contributions made to the Plan, the Employer may, but shall not be required to, make Discretionary Employer Contributions under the Plan for a Plan Year to the Individual Account of each Employee who is eligible for same for such Plan Year. The amount of such Discretionary Employer Contribution for a Participant for a Plan Year shall be the amount of the Employer’s discretionary or profit sharing contribution to the Stock Ownership and Savings Plan on behalf of the Participant, if any, which could not be allocated to the Participant’s individual account under that plan due to the Participant’s Excess Compensation for the Plan Year.

(e) Investment Options. A Participant may elect to hypothetically invest his or her Individual Account, in whole percentages not to exceed one hundred percent (100%), in one or both of the following options: (i) a Company Stock Fund; or (ii) an Index Fund. In the absence of an initial investment election, Indivi dual Accounts shall automatically be deemed invested in the Index Fund. The Company Stock Fund is a hypothetical investment account which purchases only common stock of Old National Bancorp; and the Index Fund is a hypothetical investment account with a rate of return based on a recognized market index, as determined by the Compensation Committee in its sole and absolute discretion prior to each Plan Year. The Committee, in its sole and absolute discretion, may determine the rate of return of the hypothetical Index Fund by using any formula or other methodology it deems prudent and the Committee may, in its sole and absolute discretion, change such formula or other methodology at any time and from time to time as it deems prudent to do so; provided, however, no such change shall be applied retroactively if such application would result in a reduction of the rate of return in effect for a Plan Year.

(f) Unsecured Contractual Rights. The Plan at all times shall be unfunded and shall constitute a mere promise by the Employer to make benefit payments in the future. Notwithstanding any other provision of this Plan, neither a Participant nor his designated beneficiary shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Employer prior to the time benefits are paid, including any Compensation deferred hereunder by the Participant. All rights created under this Plan shall be mere unsecured contractual rights of the Participant against the Employer.

(g) Time and Methods of Payment. A Participant’s Individual Account shall be distributed in cash only to the Participant, or to his designated beneficiary in the event of his death, in a single lump sum or annual installments payable over a period of anywhere from two (2) to ten (10) years, as selected by the Participant. For all purposes under the Plan, a distributable event with respect to each Participant shall occur on the earliest of the following dates: (i) death; (ii) disability; (iii) the occurrence of an Unforeseeable Emergency; (iv) to the extent provided by the Secretary of Treasury and provided that the Plan is not continued, a change in the ownership or effective control of the Employer or in the ownership of a substantial portion of the assets of the Employer; or (v) the Participant’s separation from service as determined by the Secretary of Treasury.

(h) Suspension of Distributions, Amendment and Termination of the Plan. Old National shall cease the payment of benefits to Participants and their beneficiaries if the Company is Insolvent. Old National shall have the right at any time by action of the Board to modify, alter or amend the Plan in whole or in part. Old National reserves the right at any time by action of the Board to terminate the Plan by resolution of the Board or to reduce or cease future contributions under the Plan at any time.





Item 9.01. Financial Statements and Exhibits.

The following exhibits are furnished herewith and this list constitutes the exhibit index:

10(a) Deferred Compensation Plan for Directors of Old National Bancorp and Subsidiaries (As Amended and Restated Effective as of January 1, 2003)

10(b) Second Amendment to the Deferred Compensation Plan for Directors of Old National Bancorp and Subsidiaries (As Amended and Restated Effective as of January 1, 2003)

10(c) 2005 Directors Deferred Compensation Plan (Effective as of January 1, 2005)

10(d) Supplemental Deferred Compensation Plan for Select Executive Employees of Old National Bancorp and Subsidiaries (As Amended and Restated Effective as of January 1, 2003)

10(e) Second Amendment to the Supplemental Deferred Compensation Plan for Select Executive Employees of Old National Bancorp and Subsidiaries (As Amended and Restated Effective January 1, 2003)

10(f) Third Amendment to the Supplemental Deferred Compensation Plan for Select Executive Employees of Old National Bancor p and Subsidiaries (As Amended and Restated Effective as of January 1, 2003)

10(g) 2005 Executive Deferred Compensation Plan (Effective as of January 1, 2005)





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    Old National Bancorp
          
December 15, 2004   By:   /s/ John S. Poelker
       
        Name: John S. Poelker
        Title: Executive Vice President and Chief Financial Officer

Exhibit Index


     
Exhibit No.   Description
 
10.(a)
  Deferred Compensation Plan for Directors of Old National Bancorp and Subsidiaries (As Amended and Restated Effective as of January 1, 2003)
10.(b)
  Second Amendment to the Deferred Compensation Plan for Directors of Old National Bancorp and Subsidiaries (As Amended and Restated Effective as of January 1, 2003)
10.(c)
  2005 Directors Deferred Compensation Plan (Effective as of January 1, 2005)
10.(d)
  Supplemental Deferred Compensation Plan for Select Executive Employees of Old National Bancorp and Subsidiaries (As Amended and Restated Effective as of January 1, 2003)
10.(e)
  Second Amendment to the Supplemental Deferred Compensation Plan for Select Executive Employees of Old National Bancorp and Subsidiaries (As Amended and Restated Effective January 1, 2003)
10.(f)
  Third Amendment to the Supplemental Deferred Compensation Plan for Select Executive Employees of Old National Bancorp and Subsidiaries (As Amended and Restated Effective as of January 1, 2003)
10.(g)
  2005 Executive Deferred Compensation Plan (Effective as of January 1, 2005)
EX-10.(A) 2 exhibit1.htm EX-10.(A) EX-10.(a)

DEFERRED COMPENSATION PLAN

FOR DIRECTORS OF

OLD NATIONAL BANCORP AND SUBSIDIARIES

(As Amended and Restated Effective as of January 1, 2003)

1

DEFERRED COMPENSATION PLAN
FOR DIRECTORS OF
OLD NATIONAL BANCORP AND SUBSIDIARIES

TABLE OF CONTENTS

     
ARTICLE
  PAGE
 
   
         
INTRODUCTION
     1  
         
I            DEFINITIONS
     1  
         
1.1 “Adjustment”
     1  
1.2 “Board”
     1  
1.3 “Code
     1  
1.4 “Committee”
     1  
1.5 “Company”
     1  
1.6 “Compensation”
     1  
1.7 “Director”
     2  
1.8 “Disabled” or “Disability”
     2  
1.9 “Effective Date”
     2  
1.10 “Individual Account”
     2  
1.11 “Participant”
     2  
1.12 “Plan”
     2  
1.13 “Plan Year”
     2  
1.14 “Subsidiary” or “Subsidiaries”
     2  
         
II            ELIGIBILITY AND PARTICIPATION
     2  
         
III            CONTRIBUTIONS AND ALLOCATIONS
     3  
         
3.1 Participant Deferral Contributions
     3  
3.2 Compensation Deferral Agreement
     3  
3.3 Allocation of Adjustments
     4  
         
IV            INVESTMENT OF CONTRIBUTIONS
     4  
         
4.1 Investment Credits
     4  
4.2 Crediting of Adjustments
     5  
4.3 Notification to Participants
     5  
4.4 Unsecured Contractual Rights
     6  
     
ARTICLE
  PAGE
 
   
         
V            DISTRIBUTIONS
     6  
         
5.1 Time of Payment of Benefits
     6  
5.2 Methods of Payment
     6  
5.3 Death of the Participant and Beneficiary Designation
     7  
5.4 Suspension of Distributions on Insolvency of Company
     8  
5.5 Suspension of Installment Distributions Upon Reinstatement
     8  
         
VI            PLAN ADMINISTRATION
     9  
         
6.1 Appointment of the Committee
     9  
6.2 Powers and Responsibilities of the Committee
     9  
6.3 Liabilities
     10  
6.4 Claims and Review Procedures
     10  
         
VII            AMENDMENT AND TERMINATION OF THE PLAN
     13  
         
7.1 Amendment of the Plan
     13  
7.2 Termination of the Plan
     13  
         
VIII            MISCELLANEOUS
     13  
         
8.1 Governing Law
     13  
8.2 Headings and Gender
     14  
8.3 Participant’s Rights; Acquittance
     14  
8.4 Spendthrift Clause
     14  
8.5 Counterparts
     14  
8.6 No Enlargement of Director Rights
     14  
8.7 No Guarantee
     14  
8.8 Limitations on Liability
     14  
8.9 Incapacity of Participant or Beneficiary
     14  
8.10 Corporate Successors
     15  
         
SIGNATURES
     15  

2

INTRODUCTION

Effective January 1, 2003, Old National Bancorp (the “Company”) adopts the Amended and Restated Deferred Compensation Plan for Directors of Old National Bancorp and Subsidiaries (the “Plan”), as set forth herein. The Plan was originally effective January 1, 2000, and, prior to this amendment and restatement effective January 1, 2003, was not subsequently amended after its original effective date.

The purpose of this Plan is to formalize the terms and conditions pursuant to which certain eligible directors of the Company may elect to defer the receipt of all or a portion of the compensation to be paid to such directors by the Company, for the valuable services which such directors perform for the benefit of the company, and upon which the Company shall pay such deferred compensation to such directors at the cessation of their services as directors, or to their designated beneficiaries in the event of their death prior to the receipt of the full amount of such deferred compensation.

The Company intends this Plan to be an unfunded, non-qualified plan of deferred compensation, maintained primarily to provide retirement income for its directors eligible to participate in the Plan, both for income tax purposes under the Internal Revenue Code of 1986, as amended, and for the purpose of an exempt plan under the Employee Retirement Income Security Act of 1974, as amended.

ARTICLE I

DEFINITIONS

Whenever the initial letter of a word or phrase is capitalized herein, the following words and phrases shall have the meanings stated below unless a different meaning is plainly required by the context:

1.1 “Adjustment” 1.2 means the hypothetical net increases and decreases in the market value of the Individual Account of each Participant as described in Article IV.

1.2 “Board” means the Board of Directors of Old National Bancorp.

1.3 “Code” means the Internal Revenue Code of 1986, as amended from time to time. References to a section of the Code shall include that section and any comparable section or sections of any future legislation that amends, supplements or supersedes said section.

1.4 “Committee” means the Compensation Committee of the Board, or a duly authorized officer of the Company empowered by such Committee to act on its behalf, responsible for administering the Plan, as described in Section 6.2.

1.5 “Company” means Old National Bancorp and its Subsidiaries.

1.6 “Compensation” means the total amount of retainer and board or committee meeting fees paid by the Company to the Director during or for a calendar year. Compensation taken into account for all purposes under the Plan shall not be limited as provided in Section 401(a)(17) of the Code.

1.7 “Director” means an individual who: (i) is not employed by the Company or a Subsidiary; (ii) is serving as a member of the board of directors of either the Company, Old National Bank or a Subsidiary, or is serving as an associate director of one of the Company’s community banks; and (iii) has been designated by the Committee as eligible for participation in this Plan.

1.8 “Disabled” or “Disability” means the physical or mental condition which totally and permanently prevents the Participant from performing his duties as a Director. The Committee shall be the sole and final judge of Disability within the meaning of the Plan, after consideration of such evidence as it may require, including the reports of such physician or physicians as it may designate.

1.9 “Effective Date” of the Plan means January 1, 2000; the effective date of this amended and restated Plan is January 1, 2003.

1.10 “Individual Account” means the individual account maintained for each Participant in accordance with the terms of the Plan. Such Individual Account is comprised of the contributions made to the Plan by the Company pursuant to Section 3.1, in lieu of cash paid by the Company directly to the Director, at the election of the Participant under a Compensation Deferral Agreement between the Participant and the Company, plus the Adjustments credited thereto pursuant to Section 3.3, reduced by any distributions therefrom pursuant to Article V. Although the term “contribution” is used herein for ease of reference, credits to a Participant’s Individual Account under the Plan are merely credits to a bookkeeping account and are not actual cash or other contributions.

1.11 “Participant” means a Director who is eligible to become and who does become a Participant pursuant to the provisions of Article II of the Plan.

1.12 “Plan” means the Supplemental Deferred Compensation Plan For Directors of Old National Bancorp and Subsidiaries.

1.13 “Plan Year” means the twelve (12) month period beginning January 1 and ended December 31.

1.14 “Subsidiary” or “Subsidiaries” means any corporation more than fifty percent (50%) of whose total combined voting stock of all classes is held by the Company or by another corporation qualifying as a Subsidiary within this definition.

ARTICLE II

ELIGIBILITY AND PARTICIPATION

A Director is eligible to commence participation in the Plan upon written notice by the Committee that he has been designated as an eligible Participant under the Plan. Participation will commence as of the date such Director enters into a Compensation Deferral Agreement pursuant to Section 3.2.

ARTICLE III

3

CONTRIBUTIONS AND ALLOCATIONS

3.1 Participant Deferral Contributions.

  (a)   Amount of Contribution. Each Plan Year the Participant may elect prior to the beginning of the Plan Year to defer either twenty-five percent (25%), fifty percent (50%), seventy-five (75%) or one hundred percent (100%) of the Compensation otherwise payable to the Participant during the Plan Year. Provided, however, in the case of a Participant’s initial year of participation under the Plan, the Participant may elect to commence compensation deferral contributions within sixty (60) days after the Participant is designated as a Participant by the Committee; such election shall commence with respect to Compensation paid after the effective date of the election. Such percentage shall remain in effect throughout the Plan Year and for each Plan Year thereafter until another percentage (either 25%, 50%, 75% or 100%) is elected by the Participant prior to the beginning of the applicable Plan Year, or until the Committee notifies the Participant that the Participant is no longer eligible for contributions under this Section 3.1.

  (b)   Limit on Contributions. The maximum percentage of a Participant’s Compensation that may be subject to Participant deferral contributions for a Plan Year commencing on or after January 1, 2000, shall not exceed one hundred percent (100%) of such Participant’s Compensation for such Plan Year.

  (c)   Timing of Contributions. Compensation deferral contributions made for the benefit of a Participant for any Plan Year shall be made to the Participant’s Individual Account not less often than once per calendar quarter.

3.2 Compensation Deferral Agreement. As a condition to the Company’s obligation to credit Compensation deferral contributions for the benefit of a Participant pursuant to Section 3.1, the Participant must execute a Compensation Deferral Agreement with the Company on such forms as shall be prescribed by the Committee, a copy of which is attached hereto as Exhibit One, in which it is agreed that the Company will withhold payment of all or a portion of the Participant’s Compensation and shall credit such amount withheld to the Participant’s Individual Account at the times set forth in the Plan. Except as otherwise provided in Section 3.1(a), in the case of a Participant’s initial year of participation under the Plan, the Compensation Deferral Agreement for any Plan Year must be executed and delivered by the Participant and the Employer prior to the first day of the Plan Year to which the Compensation Deferral Agreement relates.

The Participant’s election to defer a portion of his Compensation each year shall be irrevocable once made, except that the Committee, in its sole discretion, may waive the Participant’s election to defer Compensation if the Participant has suffered an unforeseeable emergency which results in a severe financial hardship. Such waiver shall apply to the portion of the Plan Year remaining after the Committee’s determination that the Participant has suffered a severe financial hardship. The effective date of the waiver shall be fixed by the Committee after application by the Participant under such procedures as may be fixed by the Committee. The Participant’s application shall include a signed statement of the facts causing financial hardship and any other facts required by the Committee in its discretion. For the purposes of this Section 3.2, an unforeseeable emergency is a severe financial hardship to a Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent of the Participant (as defined in IRC Section 152(a)), loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseen circumstances arising as a result of events beyond the control of the Participant. The circumstances that will constitute an unforeseeable emergency will depend upon the facts of each case; however, the Committee shall not grant any waiver of a Participant’s deferral election to the extent that his hardship may be relieved (i) through reimbursement or compensation by insurance or otherwise; (ii) by liquidation of Participant’s assets, to the extent liquidation of such assets would not itself cause severe financial hardship; or (iii) by cessation of salary deferral contributions under any other retirement plan, qualified or non-qualified, in which he may also be a participant. An unforeseeable emergency shall not include the need to send the Participant’s child to college or the desire to purchase a home.

3.3 Allocation of Adjustments.

  (a)   Individual Account. The Committee shall establish and maintain an account to be known as the Individual Account in the name of each Participant, to which the Committee shall credit all amounts allocated to each such Participant pursuant to this Article III.

  (b)   Determination of Adjustments. Following the allocations made pursuant to Section 3.1, the Committee shall determine the Adjustments for each calendar quarter during the applicable Plan Year pursuant to Section 4.2.

  (c)   Allocation of Adjustments. The Adjustments shall be allocated as of each March 31, June 30, September 30 and December 31 to the Individual Accounts of Participants who maintain a credit balance in their Individual Accounts as of any such date.

ARTICLE IV

INVESTMENT OF CONTRIBUTIONS

4.1 Investment Credits.

  (a)   For each Plan Year commencing prior to January 1, 2003, the Individual Account of each Participant was credited with the hypothetical increase or decrease in that account resulting from the investment and reinvestment elections made by the Participant pursuant to the Participant Directed Investment option set forth in Section 4.1 of the Plan as in effect prior to January 1, 2003. Effective January 1, 2003, such option is no longer available under the Plan.

  (b)   For the Plan Year commencing January 1, 2003, the Individual Account of each Participant shall be credited with the hypothetical increase or decrease in that account resulting from the investment elections made by the Participant pursuant to this sub-section. Effective January 1, 2003, each Participant may elect to hypothetically invest the entirety of his or her Individual Account in one of the following options: (i) a 100% Fixed Income Fund; (ii) a 50% Equity/50% Bond (Balanced) Fund; or (iii) an 80% Equity/20% Bond (Aggressive) Fund. The election as of January 1, 2003, of the Fixed Income Fund by a Participant is irrevocable thereafter. A Participant who elects, as of January 1, 2003, the investment of his or her Individual Account in either the Balanced Fund or the Aggressive Fund may subsequently elect, as of either April 1, 2003 or July 1, 2003, to irrevocably change such election and hypothetically invest the entirety of his or her Individual Account thereafter only in the Fixed Income Fund. Effective October 1, 2003, and regardless of any contrary hypothetical investment election of a Participant prior to such date, the entirety of each Participant’s Individual Account will be automatically transferred to the Fixed Income Fund.

  (c)   For each Plan Year commencing on or after January 1, 2004, the Individual Account of each Participant shall be credited with a hypothetical, fixed rate of return as determined by the Committee in its sole and absolute discretion. Prior to each such Plan Year the Committee shall so determine such rate of return which rate shall be in effect for the entirety of the next following Plan year. For example, prior to January 1, 2004 the Committee shall determine the rate of return for the Plan Year commencing January 1, 2004 and ending December 31, 2004. The Committee, in its sole and absolute discretion, may determine the fixed rate of return by using any formula or other methodology it deems prudent and the Committee may, in its sole and absolute discretion, change such formula or other methodology at any time and from time to time as it deems prudent to do so; provided, however, no such change shall be applied retroactively if such application would result in a reduction of the fixed rate of return in effect for any Plan Year.

4.2 Crediting of Adjustments. As of each calendar quarter the Individual Account of each Participant shall be credited with a hypothetical amount of investment earnings for the allocation period then ending equal to the rate of investment earnings in effect for such period multiplied by the sum of (1) the hypothetical balance credited to such Account as of the first day of such period, and (2) the contributions allocated to such Account during such period.

4.3 Notification to Participants. For each Plan Year commencing on or after January 1, 2003, as soon as administratively feasible, and in no event later than the due date of the Participant’s Compensation Deferral Agreement under Section 3.2 for such Plan Year, the Committee shall notify each Participant of the hypothetical fixed rate of return determined for such Plan year by the Committee under Section 4.1.

4.4 Unsecured Contractual Rights. The Plan at all times shall be unfunded and shall constitute a mere promise by the Company to make benefit payments in the future. Notwithstanding any other provision of this Plan, neither a Participant nor his designated beneficiary shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Company prior to the time benefits are paid as provided in Article V, including any Compensation deferred hereunder by the Participant. All rights created under this Plan shall be mere unsecured contractual rights of the Participant against the Company.

ARTICLE V

DISTRIBUTIONS

5.1 Time of Payment of Benefits . All amounts credited to a Participant’s Individual Account, including any Adjustments credited in accordance with Section 4.2, shall be distributed, if payable in a single lump sum, or shall commence to be distributed, if payable in annual installments, in the month of January following the date as of which the Participant incurs a distributable event (as defined herein). Subsequent installments shall be paid each January thereafter until exhausted. For all purposes under the Plan, a distributable event with respect to each Participant shall occur on the earliest of the following dates: (i) the Participant’s death, (ii) the date on which the Committee makes a determination that the Participant is Disabled, (iii) the date as of which the Participant ceases to be a Director; or (iv) the date on which the Participant attains age seventy (70) years.

5.2 Methods of Payment. A Participant’s Individual Account shall be distributed to the Participant, or to his designated beneficiary in the event of his death, in one the following methods effectively elected by the Participant in his Benefit Election Form [as described in (c) below]:

(a) A single lump sum; or

  (b)   Annual installments payable over a period of anywhere from two (2) to ten (10) years, as selected by the Participant.

  (c)   In order to be timely, a Participant’s election of the form in which his benefits hereunder shall be distributed must be made by delivering a Benefit Election Form, a sample of which is attached hereto as Exhibit Two, to the Committee not later than ten (10) days prior to the date as of which the Participant ceases to be a Director for reasons other than Disability or death, or, if earlier, the date as of which the Participant attains age seventy (70) years. In the case of the Participant’s Disability or death, his Benefit Election Form must be delivered to the Committee prior to the date on which the Committee determines that the Participant is Disabled or prior to the date of his death. If the Participant does not elect a form of distribution, or such election is not timely or properly made, the Participant’s entire benefit shall be paid in the form of a single lump sum.

  (d)   Except as otherwise provided in Section 5.5, a Benefit Election Form is irrevocable once Plan benefits are paid or commence to be paid. Prior thereto a Benefit Election Form is revocable by the Participant and may be superseded by timely delivering a new Benefit Election Form to the Committee not later than the date set forth in subsection (c) above.

  (e)   A Benefit Election Form must be fully completed, dated, signed by the Participant and timely delivered to the Committee, or to any individual designated by the Committee to receive such forms on its behalf, in order to be of full force and effect. Any such form which is incomplete, undated, unsigned or untimely delivered shall be of no force or effect.

  (f)   In the event a Participant elects an annual installment method the initial annual installment amount will be the Individual Account balance otherwise payable in a single sum multiplied by a fraction, the numerator of which is one (1) and the denominator of which is the number of years, two (2) through ten (10), over which the installments shall be paid, as selected by the Participant. Subsequent annual installments will also be a fraction of the unpaid Individual Account balance, the numerator of which is always one (1) but the denominator of which is the denominator used in calculating the previous installment minus one (1). For example, if the Participant elects an installment payment of his account over a three (3) year period, the initial installment will be one-third (1/3) of the single sum account balance, the second installment will be one-half (1/2) of the remaining account balance and the third and final installment will be the entirety (1/1) of the remaining account balance.

5.3 Death of the Participant and Beneficiary Designation.

  (a)   Form and Time of Payment. In the event of a Participant’s death, his entire Individual Account (or his entire remaining Individual Account if an annual installment distribution thereof had previously commenced) shall be paid to the Participant’s designated beneficiary in a single lump sum as soon as administratively feasible following the date of death.

  (b)   Designation of Beneficiaries. A Participant may designate one or more primary or contingent beneficiaries for the receipt of any death benefit payable on his behalf from the Plan. Such designation must be in writing on a Beneficiary Designation Form prepared by the Committee for this purpose, a copy of which is attached hereto as Exhibit Three. To be effective a Beneficiary Designation Form must be fully completed, dated, signed by the Participant and delivered to the Committee prior to the date of the Participant’s death. Any such form which is incomplete, undated, unsigned by the Participant or untimely delivered to the Committee shall be of no force or effect. If the Participant fails to designate a beneficiary, or if such designation shall for any reason be illegal or ineffective, or if no designated beneficiary survives the Participant, his benefits under the Plan shall be paid: (i) to his surviving spouse; (ii) if there is no surviving spouse, to his descendants (including legally adopted children or their descendants) per stirpes; (iii) if there is neither a surviving spouse nor surviving descendants, to the duly appointed and qualified executor or other personal representative of the Participant to be distributed in accordance with the Participant’s will or applicable intestacy law; or (iv) in the event that there shall be no such representative duly appointed and qualified within thirty (30) days after the date of death of the Participant, then to such persons as, at the date of his death, would be entitled to share in the distribution of the Participant’s estate under the provisions of the applicable statute then in force governing the descent of intestate property, in the proportions specified in such statute. The Committee may determine the identity of the distributees, and in so doing may act and rely upon any information it may deem reliable upon reasonable inquiry, and upon any affidavit, certificate, or other paper believed by it to be genuine, and upon any evidence believed by it to be sufficient.

5.4 Suspension of Distributions on Insolvency of Company. The Company shall cease the payment of benefits to Participants and their beneficiaries if the Company is Insolvent. For purposes of the Plan, the Company shall be considered “Insolvent” if:

  (i)   it is unable to pay its debts as they become due; or

  (ii)   it is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.

During such period, the Company shall hold the assets of the Plan, if any, for the benefit of the Company’s general creditors. Nothing in this Plan shall in any way diminish any rights of Participants and their designated beneficiaries as general creditors of the Company with respect to benefits due under the Plan or otherwise. The Company shall resume the payment of benefits to Participants or their beneficiaries in accordance with the preceding provisions of this Article V upon the termination of its Insolvency. Provided there are sufficient assets, if the Company discontinues the payment of benefits pursuant to this Section 5.4 and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Participants or their beneficiaries under the terms of the Plan for the period of such discontinuance.

5.5 Suspension of Installment Distributions Upon Reinstatement. If a former Director who is receiving annual installments pursuant to Section 5.2(b) is reappointed as a Director and designated by the Committee as an eligible Participant in the Plan pursuant to Article II upon such reappointment, then the distribution of the remaining unpaid installments as of such reinstatement shall be suspended. Such unpaid installments shall not thereafter be distributed until such Participant incurs another distributable event, as described in Section 5.1, subsequent to such reinstatement. Upon the occurrence of such subsequent distributable event the unpaid installments shall be distributed in accordance with the provisions of this Article V in effect as of, and based on the Participant’s Benefit Election Form for, such subsequent distributable event.

ARTICLE VI

PLAN ADMINISTRATION

6.1 Appointment of the Committee. The Compensation Committee of the Board, or a duly authorized officer of the Company empowered by the Committee to act on its behalf, shall be responsible for administering the Plan, and shall be charged with the full power and the responsibility for administering the Plan in all its details.

6.2 Powers and Responsibilities of the Committee.

  (a)   The Committee shall have all powers necessary to administer the Plan, including the power to construe and interpret the Plan documents; to decide all questions relating to an individual’s eligibility to participate in the Plan; to determine the amount, manner and timing of any distribution of benefits or withdrawal under the Plan; to resolve any claim for benefits in accordance with Section 6.4, and to appoint or employ advisors, including legal counsel, to render advice with respect to any of the Committee’s responsibilities under the Plan. Any construction, interpretation, or application of the Plan by the Committee shall be final, conclusive and binding. All actions by the Committee shall be taken pursuant to uniform standards applied to all persons similarly situated.

  (b)   Records and Reports. The Committee shall be responsible for maintaining sufficient records to determine each Participant’s eligibility to participate in the Plan, and the Compensation of each Participant for purposes of determining the amount of contributions that may be made by or on behalf of the Participant under the Plan.

  (c)   Rules and Decisions. The Committee may adopt such rules as it deems necessary, desirable, or appropriate in the administration of the Plan. All rules and decisions of the Committee shall be applied uniformly and consistently to all Participants in similar circumstances. When making a determination or calculation, the Committee shall be entitled to rely upon information furnished by a Participant or beneficiary, the Company or the legal counsel of the Company.

  (d)   Application and Forms for Benefits. The Committee may require a Participant or beneficiary to complete and file with it an application for a benefit, and to furnish all pertinent information requested by it. The Committee may rely upon all such information so furnished to it, including the Participant’s or beneficiary’s current mailing address.

  (e)   Court Action. No Participant or beneficiary shall have the right to seek judicial review of a denial of benefits, or to bring any action in any court to enforce a claim for benefits prior to filing a claim for benefits or exhausting his rights to review under this Section 6.4.

6.3 Liabilities. The individual members of the Committee shall be indemnified and held harmless by the Company with respect to any alleged breach of responsibilities performed or to be performed hereunder.

6.4 Claims and Review Procedures.

  (a)   Procedures Governing the Filing of Benefit Claims. All Benefit Claims must be filed on the appropriate claim forms available from the Committee or in accordance with the procedures established by the Committee for claim purposes. A “Benefit Claim” means a request for a Plan benefit or benefits, made by a Claimant or by an authorized representative of a Claimant, which complies with the Plan’s procedures for making benefit claims. “Claimant” means a Participant, a surviving spouse of a Participant, a Beneficiary, or an Alternate Payee, who is claiming entitlement to the payment of any benefit under the Plan.

  (b)   Notification of Benefit Determinations. The Committee will notify a Claimant, in accordance with subsection (c) below, of the Plan’s benefit determination within a reasonable period of time after receipt of a Benefit Claim, but not later than 90 days (45 days in the case of a Disability Claim) after receipt of the Benefit Claim by the Plan.

If special circumstances require an extension of time for processing the Benefit Claim, the Committee will notify the Claimant of the extension prior to the termination of the initial period described above. The notice will indicate the special circumstances requiring the extension of time and the date by which the Plan expects to make the benefit determination. In no event will the extension exceed a period of 90 days from the end of the initial period.

In the case of a Disability Claim, the extension period will not exceed 30 days, unless prior to the end of first 30-day extension period, the Committee determines that, due to matters beyond its control, a decision cannot be rendered within the extension period, in which case the period for making the determination may be extended for an additional 30 days. Every Disability Claim notice will specifically explain the standards on which entitlement to a benefit is based, the unresolved issues that prevent a decision on the claim, the additional information needed to resolve those issues and the Claimant’s right to provide the specified information within 45 days. If the extension is in effect due to the Claimant’s failure to submit information necessary to decide a Disability Claim, the period for making the benefit determination will be tolled from the date on which the notice of the extension is sent to the Claimant until the date on which the Claimant responds to the request for information. The term “Disability Claim” means a request for a Plan benefit made by a Claimant due to the purported Total and Permanent Disability of a Plan Participant.

  (c)   Manner and Content of Notification of Benefit Determinations. All notices given by the Committee under the Plan will be given to a Claimant, or to his authorized representative, in a manner that satisfies the standards of 29 CFR 2520.104b-1(b) as appropriate with respect to the particular material required to be furnished or made available to that individual. The Committee may provide a Claimant with either a written or an electronic notice of the Plan’s benefit determination. Any electronic notification will comply with the standards imposed by 29 CFR 2520.104b-1(c)(1)(i), (iii) and (iv). In the case of an Adverse Benefit Determination, the notice will set forth, in a manner calculated to be understood by the Claimant:

(i) The specific reasons for the adverse determination;

(ii) Reference to the specific Plan provisions (including any internal rules, guidelines, protocols, criteria, etc.) on which the determination is based;

(iii) A description of any additional material or information necessary for the Claimant to complete the claim and an explanation of why such material or information is necessary;

(iv) For a Disability Claim, the identification of any medical or vocational experts whose advice was obtained on behalf of the Plan in connection with Claimant’s Adverse Benefit Determination, without regard to whether the advice was relied upon; and

(v) A description of the Plan’s review procedures and the time limits applicable to such procedures.

  (d)   Appeal of Adverse Benefit Determinations. A Claimant who receives an Adverse Benefit Determination and desires a review of that determination must file, or his authorized representative must file on his behalf, a written request for a review of the Adverse Benefit Determination, not later than 60 days (180 days for a Disability Claim) after receiving the determination.

The written request for a review must be filed with the Committee. Upon receiving the written request for review, the Committee will advise the Claimant, or his authorized representative, in writing that:

(i) The Claimant, or his authorized representative, may submit written comments, documents, records, and any other information relating to the claim for benefits; and

(ii) The Claimant will be provided, upon request of the Claimant or his authorized representative, reasonable access to, and copies of, all documents, records, and other information relevant to the Claimant’s Benefit Claim, without regard to whether those documents, records, and information were considered or relied upon in making the Adverse Benefit Determination that is the subject of the appeal.

  (e)   Benefit Determination on Review. All appeals by a Claimant of an Adverse Benefit Determination will receive a full and fair review by an appropriate named fiduciary of the Plan. In the case of a Disability Claim, the named fiduciary will not be: (i) the party who made the Adverse Benefit Determination that is the subject of the appeal, nor (ii) the subordinate of that party. In performing this review for a Disability Claim, the named fiduciary will take into account all comments, documents, records, and other information submitted by the Claimant (or the Claimant’s authorized representative) relating to the claim, without regard to whether the information was submitted or considered in the initial benefit determination, and will not afford deference to the initial Adverse Benefit Determination. For a Disability Claim, the named fiduciary will consult with a healthcare professional who has appropriate training and experience in the field of medicine involved in the medical judgment and who was not consulted in connection with the Adverse Benefit Determination and who is not the subordinate of such an individual if the named fiduciary believes that such a consultation is necessary to properly complete the review process.

  (f)   Notification of Benefit Determination on Review. The Committee will notify a Claimant, in accordance with subsection (g) below, of the Plan’s benefit determination on review within a reasonable period of time, but not later than 60 days (45 in the case of a Disability Claim) after the Plan’s receipt of the Claimant’s request for review of an Adverse Benefit Determination. If, however, special circumstances require an extension of time for processing the review by the named fiduciary, the Claimant will be notified, prior to the termination of the initial 60 (or 45) day period, of the special circumstances requiring the extension and the date by which the Plan expects to render the Plan’s benefit determination on review, which will not be later than 120 days (90 days in the case of a Disability Claim) after receipt of a request for review. Provided, however, in the case of a Plan with a Committee or other group designated as the appropriate named fiduciary that holds regularly scheduled meetings at least quarterly, the time limit of this subsection will be modified in accordance with 29 CFR 2560.503-1(i)(1)(ii) or 29 CFR 2560.503-1(i)(3)(ii), whichever is applicable.

If the extension period is in effect for a Disability Claim but the extension is due to the Claimant’s failure to submit information necessary to decide a claim, the period for making the benefit determination on review will be tolled from the date on which notification of the extension is sent to the Claimant until the date on which the Claimant responds to the request for additional information.

  (g)   Manner and Content of Notification of Benefit Determination on Review. The Committee will provide a Claimant with notification of its benefit determination on review in a method described in subsection (c) above.

In the case of an Adverse Benefit Determination on review, the notification must set forth, in a manner calculated to be understood by the Claimant:

  (a)   The specific reasons for the adverse determination on review;

  (b)   Reference to the specific Plan provisions (including any internal rules, guidelines, protocols, criteria, etc.) on which the benefit determination on review is based;

  (c)   A statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the Claimant’s Benefit Claim, without regard to whether those records were considered or relied upon in making the Adverse Benefit Determination on review, including any reports, and the identities, of any experts whose advice was obtained.

  (h)   Court Action. No Participant or beneficiary shall have the right to seek judicial review of a denial of benefits, or to bring any action in any court to enforce a claim for benefits, prior to filing a claim for benefits and exhausting his rights to review under this Section 6.4.

ARTICLE VII

AMENDMENT AND TERMINATION OF THE PLAN

7.1 Amendment of the Plan. The Company shall have the right at any time by action of the Board to modify, alter or amend the Plan in whole or in part.

7.2 Termination of the Plan. The Company reserves the right at any time by action of the Board to terminate the Plan by resolution of the Board or to reduce or cease contributions at any time.

ARTICLE VIII

MISCELLANEOUS

8.1 Governing Law. The Plan shall be construed, regulated and administered according to the laws of the State of Indiana, except in those areas preempted by the laws of the United States of America in which case such laws will control.

8.2 Headings and Gender. The headings and subheadings in the Plan have been inserted for convenience of reference only and shall not affect the construction of the provisions hereof. In any necessary construction the masculine shall include the feminine and the singular the plural, and vice versa.

8.3 Participant’s Rights; Acquittance. No Participant shall acquire any right to be retained in the Company’s employ by virtue of the Plan, nor, upon his dismissal, or upon his voluntary termination of employment, shall he have any right or interest in or to the Company’s assets other than as specifically provided herein.

8.4 Spendthrift Clause. No benefit or interest available hereunder will be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Participant or the Participant’s designated beneficiary, either voluntarily or involuntarily.

8.5 Counterparts. This Plan may be executed in any number of counterparts, each of which shall constitute but one and the same instrument and may be sufficiently evidenced by any one counterpart.

8.6 No Enlargement of Director Rights. Nothing contained in the Plan shall be construed as a service contract between the Company and any person, nor shall the Plan be deemed to give any person the right to be retained as a Director of the Company or limit the right of the Company to retain or discharge any person with or without cause, or to discipline any Director.

8.7 No Guarantee. Neither the Committee nor the Company in any way guarantees the amounts credited under the Plan from loss or depreciation, nor the payment of any money or other assets which may be or become due to any person from the Plan. No Participant shall have any recourse against the Committee if the Company’s assets are insufficient to provide benefits under the Plan.

8.8 Limitations on Liability. Notwithstanding any of the preceding provisions of the Plan, none of the Company, the Committee and each individual acting as an employee or agent of any of them shall be liable to any Participant or beneficiary for any claim, loss, liability or expense incurred in connection with the Plan, except when the same shall have been judicially determined to be due to the gross negligence or willful misconduct of such person.

8.9 Incapacity of Participant or Beneficiary. If any person entitled to receive a distribution under the Plan is physically or mentally incapable of personally receiving and giving a valid receipt for any payment due (unless prior claim therefor shall have been made by a duly qualified guardian or other legal representative), then, unless and until claim therefor shall have been made by a duly appointed guardian or other legal representative of such person, the Company may provide for such payment or any part thereof to be made to any other person or institution then contributing toward or providing for the care and maintenance of such person. Any such payment shall be a payment for the account of such person and a complete discharge of any liability of the Company and the Plan therefor.

8.10 Corporate Successors. The Plan shall not be automatically terminated by a transfer or sale of assets of the Company or by the merger or consolidation of the Company into or with any other corporation or other entity (“Transaction”), but the Plan shall be continued after the Transaction only if and to the extent that the transferee, purchaser or successor entity agrees to continue the Plan. The Company shall not agree to a Transaction unless and until the transferee, purchaser or successor agrees to adopt this Plan and, in connection therewith, agrees to expressly assume all obligations and liabilities of the Company hereunder. In the event that such transferee, purchaser or successor entity sponsors a non-qualified deferred compensation plan for its directors the Individual Account balances under this Plan may as part of the Transaction be transferred to such other plan, and the payment of the benefit liabilities of this Plan may be transferred to such other plan and become liabilities of such transferee, purchaser or successor entity, as set forth in the definitive agreement entered into by the Company in connection with the Transaction.

4

SIGNATURES

IN WITNESS WHEREOF, the Company has caused this Amended and Restated Deferred Compensation Plan for Directors of Old National Bancorp and Subsidiaries to be executed by its duly authorized officers this 25th day of January, 2003, but effective as of January 1, 2003.

OLD NATIONAL BANCORP

By: /s/ G. Michael Ledbetter

ATTEST:

By: /s/ Jane Elfreich

5 EX-10.(B) 3 exhibit2.htm EX-10.(B) EX-10.(b)

SECOND AMENDMENT TO THE
DEFERRED COMPENSATION PLAN
FOR DIRECTORS OF
OLD NATIONAL BANCORP AND SUBSIDIARIES
(As Amended and Restated Effective as of January 1, 2003)

WHEREAS, Old National Bancorp (the “Company”) maintains the Deferred Compensation Plan for Directors of Old National Bancorp and Subsidiaries (As Amended and Restated Effective as of January 1, 2003) (the “Plan”); and

WHEREAS, pursuant to the authority contained in Section 7.1 of the Plan, the Company has reserved the right to amend the Plan by action of its Board of Directors (the “Board”); and

WHEREAS, the Board has determined that the Plan should be amended to freeze participation in the Plan and to freeze benefits accrued under the Plan as of December 31, 2004;

NOW, THEREFORE, pursuant to the authority reserved to the Company under Section 7.1 of the Plan, the Plan is hereby amended, effective as of December 31, 2004, as follows:

1. By adding the following sentence to the end of Article II of the Plan:

“Notwithstanding the foregoing, no current or future Director, who is not already a Participant in the Plan as of December 31, 2004, shall become a Participant in the Plan after December 31, 2004.”

2. By adding the following sentence to the end of Section 3.1(a):

“No Participant deferral contributions may be made to the Plan for any Plan Year commencing after December 31, 2004.”

3. By adding the following sentence to the end of Section 3.1(b):

“Notwithstanding the foregoing, Compensation earned after December 31, 2004 will not be used to determine any benefit under the Plan.”

4. By adding the following new Supplement A to the Plan:

"SUPPLEMENT A
FREEZE OF THE PLAN

A-1 Application. The purpose of this Supplement is to freeze the Plan effective December 31, 2004. The provisions of this Supplement supersede the provisions of the Plan to the extent necessary to eliminate any inconsistency between the Plan and this Supplement.

A-2 Freeze Effective Date. Notwithstanding any provision of the Plan to the contrary, the Plan will be “frozen” effective December 31, 2004 (the “Freeze Date”) in accordance with the provisions of the Plan as modified by this Supplement.

A-3 Cessation of Benefit Accrual. Participants will not accrue any additional benefits after the Freeze Date. Investment credits earned after the Freeze Date shall continue to be allocated to Individual Accounts, however, pursuant to Articles III and IV. Participant deferral contributions attributable to Compensation earned during the fourth calendar quarter of 2004, to the extent not paid to the Participant by the Company until the first calendar quarter of 2005, shall not be made to the Plan but shall instead be made to the successor plan adopted by the Company effective January 1, 2005 and known as the 2005 Directors Deferred Compensation Plan.

A-4 Continued Participation. All Directors who are Participants in the Plan on the Freeze Date will continue as Participants with respect to their Individual Accounts under the Plan until the balances in those Individual Accounts are distributed to them or to their beneficiaries as provided in the Plan, or until the Plan is either merged with another non-qualified plan of the Company or terminated.

A-5 Distribution of Benefits. No distribution of benefits will be made to or for the benefit of Participants solely as a result of the freeze of the Plan. Benefits will be paid at the time and in the manner provided for in the Plan.”

5. The Plan shall remain the same in all other respects.

IN WITNESS WHEREOF, the Company has caused this Second Amendment to be signed on its behalf by its duly authorized officers this 9th day of December, 2004, but effective as of December 31, 2004.

OLD NATIONAL BANCORP

By /s/ Jeffrey L. Knight

      Jeffrey L. Knight, Corporate Secretary

ATTEST:

/s/ Allen R. Mounts   
Allen R. Mounts, Senior Vice President

EX-10.(C) 4 exhibit3.htm EX-10.(C) EX-10.(c)

2005 DIRECTORS DEFERRED COMPENSATION PLAN

1

(Effective as of January 1, 2005)
2005 DIRECTORS DEFERRED COMPENSATION PLAN

TABLE OF CONTENTS

                 
            Page
INTRODUCTION
             1  
                 
         
ARTICLE I            DEFINITIONS
     1  
         
         
1.1 “Adjustment”
     1  
1.2 “Board”
     1  
1.3 “Code
     1  
1.4 “Committee”
     1  
1.5 “Company”
     1  
1.6 “Compensation”
     1  
1.7 “Director”
     1  
1.8 “Disabled” or “Disability”
     2  
1.9 “Effective Date”
     2  
1.10 “Individual Account”
     2  
1.11 “Participant”
     2  
1.12 “Plan”
     2  
1.13 “Plan Year”
     2  
1.14 “Subsidiary” or “Subsidiaries”
     2  
1.15 “Unforeseeable Emergency”
     2  
         
ARTICLE II            ELIGIBILITY AND PARTICIPATION
     2  
         
         
ARTICLE III            CONTRIBUTIONS AND ALLOCATIONS
     3  
         
         
3.1 Participant Deferral Contributions
     3  
3.2 Compensation Deferral Election
     3  
3.3 Allocation of Contributions and Adjustments
     4  
         
ARTICLE IV            INVESTMENT OF CONTRIBUTIONS
     4  
         
         
4.1 Investment Options
     4  
4.2 Crediting of Adjustments
     5  
4.3 Notification to Participants
     5  
4.4 Unsecured Contractual Rights
     5  
         
ARTICLE V            DISTRIBUTIONS
     5  
         
         
5.1 Time of Payment of Benefits
     5  
5.2 Methods of Payment
     6  
5.3 Beneficiary Designation
     7  
5.4 Suspension of Distributions on Insolvency of Company
     8  
5.5 Suspension of Installment Distributions Upon Reinstatement
     8  
         
ARTICLE VI            PLAN ADMINISTRATION
     8  
         
         
6.1 Appointment of the Committee
     8  
6.2 Powers and Responsibilities of the Committee
     8  
6.3 Liabilities
     9  
6.4 Claims and Review Procedures
     9  
         
ARTICLE VII            AMENDMENT AND TERMINATION OF THE PLAN
     13  
         
         
7.1 Amendment of the Plan
     13  
7.2 Termination of the Plan
     13  
         
ARTICLE VIII            MISCELLANEOUS
     13  
         
         
8.1 Governing Law
     13  
8.2 Headings and Gender
     13  
8.3 Participant’s Rights; Acquittance
     13  
8.4 Spendthrift Clause
     13  
8.5 Counterparts
     13  
8.6 No Enlargement of Director Rights
     14  
8.7 No Guarantee
     14  
8.8 Limitations on Liability
     14  
8.9 Incapacity of Participant or Beneficiary
     14  
8.10 Corporate Successors
     14  
         
SIGNATURES
     15  
         

2

INTRODUCTION

The purpose of this Plan is to formalize the terms and conditions pursuant to which certain eligible directors of the Company may elect to defer the receipt of all or a portion of the compensation to be paid to such directors by the Company, for the valuable services which such directors perform for the benefit of the Company, and upon which the Company shall pay such deferred compensation to such directors at the cessation of their services as directors, or to their designated beneficiaries in the event of their death prior to the receipt of the full amount of such deferred compensation.

The Company intends this Plan to be an unfunded, non-qualified plan of deferred compensation, maintained primarily to provide retirement income for its directors eligible to participate in the Plan, both for federal income tax purposes under Section 409A of the Internal Revenue Code of 1986, as amended, and for the purpose of an exempt plan under the Employee Retirement Income Security Act of 1974, as amended.

ARTICLE I

DEFINITIONS

Whenever the initial letter of a word or phrase is capitalized herein, the following words and phrases shall have the meanings stated below unless a different meaning is plainly required by the context:

1.1 “Adjustment” means the net increases and decreases in the value of the Individual Account of each Participant as described in Article IV.

1.2 “Board” means the Board of Directors of Old National Bancorp.

1.3 “Code” means the Internal Revenue Code of 1986, as amended from time to time. References to a section of the Code shall include that section and any comparable section or sections of any future legislation that amends, supplements or supersedes said section.

1.4 “Committee” means the Compensation Committee of the Board, or a duly authorized officer of the Company empowered by such Committee to act on its behalf, responsible for administering the Plan, as described in Section 6.2.

1.5 “Company” means Old National Bancorp and its Subsidiaries.

1.6 “Compensation” means the total amount of retainer and board or committee meeting fees paid by the Company to the Director during or for a calendar year. Compensation taken into account for all purposes under the Plan shall not be limited as provided in Section 401(a)(17) of the Code.

1.7 “Director” means an individual who: (i) is not employed by Old National Bancorp or a Subsidiary; and (ii) is serving as a member of the board of directors of either Old National Bancorp, Old National Bank or a Subsidiary.

1.8 “Disabled” or “Disability” means the inability of a Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months. The Committee shall be the sole and final judge of Disability within the meaning of the Plan, after consideration of such evidence as it may require, including the reports of such physician or physicians as it may designate.

1.9 “Effective Date” of the Plan means January 1, 2005.

1.10 “Individual Account” means the individual bookkeeping account maintained for each Participant in accordance with the terms of the Plan. Such Individual Account is comprised of the contributions made to the Plan by the Company, in lieu of cash or shares of Company stock paid by the Company directly to the Director, at the election of the Participant pursuant to a Compensation Deferral Election (as defined in Section 3.2), plus the Adjustments credited thereto pursuant to Section 3.3, reduced by any distributions therefrom pursuant to Article V. Although the term “contribution” is used herein for ease of reference, credits to a Participant’s Individual Account under the Plan are merely credits to a bookkeeping account and are not actual cash or other contributions.

1.11 “Participant” means a Director who is eligible to become and who does become a Participant pursuant to the provisions of Article II of the Plan.

1.12 “Plan” means the 2005 Directors Deferred Compensation Plan and amendments thereto.

1.13 “Plan Year” means the twelve (12) month period beginning January 1 and ending December 31.

1.14 “Subsidiary” or “Subsidiaries” means any corporation more than fifty percent (50%) of whose total combined voting stock of all classes is held by Old National Bancorp or by another corporation qualifying as a Subsidiary within this definition.

1.15 “Unforeseeable Emergency” means a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant, the Participant’s spouse, or a dependent [as defined in Code Section 152(a)] of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The Committee shall be the sole and final judge of Unforeseeable Emergency, as defined herein, after consideration of such evidence as it may require, including the financial statements and records of the Participant

ARTICLE II

ELIGIBILITY AND PARTICIPATION

A Director is automatically eligible for participation in the Plan upon becoming a Director. Participation will commence as of the date such Director enters into a Compensation Deferral Election pursuant to Section 3.2.

ARTICLE III

3

CONTRIBUTIONS AND ALLOCATIONS

3.1 Participant Deferral Contributions.

  (a)   Amount of Contributions. Each Plan Year the Participant may elect, prior to the beginning of the Plan Year, to defer either twenty-five percent (25%), fifty percent (50%), seventy-five (75%) or one hundred percent (100%) of the Compensation otherwise payable to the Participant during the Plan Year. In the case of a Participant’s initial year of participation under the Plan the Participant may elect, no later than thirty (30) days after the date that the Participant initially becomes eligible, to commence compensation deferral contributions (in one of the foregoing percentages) with respect to services to be performed after the date of the election. Such deferral percentage shall remain in effect throughout the Plan Year and for each Plan Year thereafter until another deferral percentage (either 25%, 50%, 75% or 100%) is elected by the Participant prior to the beginning of a subsequent Plan Year, or until the Committee notifies the Participant that the Participant is no longer eligible for contributions under this Section 3.1.

  (b)   Limit on Contributions. The maximum amount of a Participant’s Compensation that may be subject to Participant deferral contributions for a Plan Year is one hundred percent (100%) of such Participant’s Compensation for such Plan Year.

  (c)   Timing of Contributions. Compensation deferral contributions for the benefit of a Participant for any Plan Year shall be made to the Plan by the Company as soon as administratively feasible following the date as of which such amounts would otherwise have been paid to the Participant.

3.2 Compensation Deferral Election. As a condition to the Company’s obligation to credit Compensation deferral contributions for the benefit of a Participant pursuant to Section 3.1, the Participant must execute a Compensation Deferral Election on such forms as shall be prescribed by the Committee in which it is requested that the Company withhold payment of all or a portion of the Participant’s Compensation, as elected by the Participant, and credit such withheld amount to the Participant’s Individual Account at the times set forth in the Plan. Except as otherwise provided in Section 3.1(a) with respect to a Participant’s initial year of participation under the Plan, the Compensation Deferral Election for any Plan Year must be executed and delivered by the Participant to the Company prior to the first day of the Plan Year to which the Compensation Deferral Election relates.

The Participant’s election to defer a portion of his or her Compensation for a Plan Year, once made, shall be irrevocable for such year, except that the Committee, in its sole discretion, may waive the Participant’s election to defer Compensation if the Participant has suffered an Unforeseeable Emergency which results in a severe financial hardship. Such waiver shall apply to the portion of the Plan Year remaining after the Committee’s determination that the Participant has suffered a severe financial hardship. The effective date of the waiver shall be fixed by the Committee after application by the Participant under such procedures as may be fixed by the Committee. The Participant’s application shall include a signed statement of the facts causing financial hardship and any other facts required by the Committee in its discretion The circumstances that will constitute an Unforeseeable Emergency will depend upon the facts of each case; however, the Committee shall not grant any waiver of a Participant’s deferral election to the extent that his or her hardship may be relieved (i) through reimbursement or compensation by insurance or otherwise; (ii) by liquidation of Participant’s assets, to the extent liquidation of such assets would not itself cause severe financial hardship; or (iii) by cessation of salary deferral contributions under any other retirement plan, qualified or non-qualified, in which he or she may also be a participant. An Unforeseeable Emergency shall not include the need to send the Participant’s child to college or the desire to purchase a home.

3.3 Allocation of Contributions and Adjustments.

  (a)   Individual Account. The Committee shall establish and maintain on behalf of each Participant a bookkeeping account, to be known as the Individual Account, to which the Committee shall credit as soon as administratively feasible all Compensation deferral contributions allocable to each Participant’s Individual Account pursuant to this Article III.

  (b)   Determination of Adjustments. In addition to the allocations of Compensation deferral contributions made pursuant to Section 3.1, the Committee shall determine the Adjustments allocable to the Individual Account during the applicable Plan Year pursuant to Section 4.2.

  (c)   Allocation of Adjustments. All Adjustments attributable to an Individual Account shall be allocated daily except for hypothetical investment credits attributable to the Index Fund (described in Section 4.1), which shall be accrued on a daily basis but allocated as of the last day of each calendar month.

ARTICLE IV

INVESTMENT OF CONTRIBUTIONS

4.1 Investment Options. (a) Except as otherwise provided in paragraph (b) of this section, a Participant may elect, on an electronic or manual investment election platform provided by the Committee for this purpose, to hypothetically invest his or her Individual Account, in whole percentages not to exceed one hundred percent (100%), in one or both of the following options: (i) a Company Stock Fund; or (ii) an Index Fund. An investment election, once made, shall remain in effect until superseded by a subsequent investment election made by the Participant. Any investment election may be prospectively changed by a superseding investment election as of any day during the Plan Year. Except as otherwise provided in paragraph (b), in the absence of an initial investment election, Individual Accounts shall automatically be deemed invested in the Index Fund. For purposes of this Section 4.1, the Company Stock Fund is a hypothetical investment account which purchases only common stock of Old National Bancorp; and the Index Fund is a hypothetical investment account with a rate of return based on a recognized market index, as determined by the Committee in its sole and absolute discretion prior to each Plan Year. The Committee, in its sole and absolute discretion, may determine the rate of return of the hypothetical Index Fund by using any formula or other methodology it deems prudent and the Committee may, in its sole and absolute discretion, change such formula or other methodology at any time and from time to time as it deems prudent to do so; provided, however, no such change shall be applied retroactively if such application would result in a reduction of the rate of return in effect for a Plan Year.

(b) If a Participant defers all or any portion of his or her Compensation consisting of retainer fees paid in the form of shares of Company stock, the amount deferred shall not be subject to any initial investment election under paragraph (a) of this section but shall automatically be deemed initially invested in the hypothetical Company Stock Fund. Thereafter the Participant may prospectively re-invest such amount in either the hypothetical Company Stock Fund or the hypothetical Index Fund pursuant to a subsequent investment election made by the Participant at any time pursuant to paragraph (a) of this section.

4.2 Crediting of Adjustments. On a daily basis the Individual Account of each Participant shall be credited with the sum of: (1) the balance credited to such Account as of the end of the preceding day; (2) the Compensation deferral contributions to be allocated that day to such Account; (3) the distributions from such Account, if any, on that day; and (4) the hypothetical investment credits under Section 4.1 attributable to the Company Stock Fund, including stock dividends and splits, allocable to such Account. On a monthly basis, as of the last day of the calendar month, the Individual Account of each Participant shall be credited with the hypothetical investment credits under Section 4.1 attributable to the Index Fund allocable to such Account.

4.3 Notification to Participants. For each Plan Year, as soon as administratively feasible, and in no event later than the due date of the Participant’s Compensation Deferral Election under Section 3.2 for such Plan Year, the Committee shall notify each Participant of the recognized market index selected for such Plan year by the Committee for purposes of the hypothetical Index Fund under Section 4.1.

4.4 Unsecured Contractual Rights. The Plan at all times shall be unfunded and shall constitute a mere promise by the Company to make benefit payments in the future. Notwithstanding any other provision of this Plan, neither a Participant nor his designated beneficiary shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Company prior to the time benefits are paid as provided in Article V, including any Compensation deferred hereunder by the Participant. All rights created under this Plan shall be mere unsecured contractual rights of the Participant against the Company.

ARTICLE V

DISTRIBUTIONS

5.1 Time of Payment of Benefits . All amounts credited to a Participant’s Individual Account, including any Adjustments credited in accordance with Section 4.2, shall be distributed, if payable in a single lump sum, or shall commence to be distributed, if payable in annual installments, in the month of January following the date as of which the Participant incurs a distributable event (as defined herein). Subsequent installments shall be paid each January thereafter until exhausted. For all purposes under the Plan, a distributable event with respect to each Participant shall occur on the earliest of the following dates: (i) the Participant’s death; (ii) the date on which the Committee makes a determination that the Participant is Disabled; (iii) the date as of which the Participant ceases to be a Director; (iv) the date on which the Participant attains age seventy (70) years; (v) the occurrence of an Unforeseeable Emergency; or (vi) to the extent provided by the Secretary of Treasury and provided the Plan is not continued as described in Section 8.10, a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company. For purposes of the preceding distributable event (v), as determined under Treasury regulations, the amounts distributed with respect to an emergency may not exceed the amounts necessary to satisfy such emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship to the Participant).

5.2 Methods of Payment. A Participant’s Individual Account shall be distributed in cash only to the Participant, or to his designated beneficiary in the event of his death, in one the following methods effectively elected by the Participant in his Benefit Election Form as described in (c) below:

(a) A single lump sum; or

  (b)   Annual installments payable over a period of anywhere from two (2) to ten (10) years, as selected by the Participant.

  (c)   A Participant’s election of the form in which his benefits hereunder shall be distributed must be made by delivering a Benefit Election Form to the Committee at the time of his or her initial compensation deferral election under the Plan If the Participant does not elect a form of distribution, or such election is not properly made, the Participant’s Individual Account balance shall be paid in the form of a single lump sum.

  (d)   Except as otherwise provided in Section 5.5, a Benefit Election Form is irrevocable once Plan benefits are paid or commence to be paid. Prior thereto a Benefit Election Form is revocable by the Participant and may be superseded by delivering a new Benefit Election Form to the Committee; provided, however, that: (i) any subsequent Benefit Election Form may not take effect until at least twelve (12) months after the date on which the election is made; (ii) in the case of a subsequent election related to the Participant’s ceasing to be a director or a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the Company’s assets, the first payment with respect to which such election is made must be deferred for a period of not less than five (5) years from the date such payment would otherwise have been made; and (iii) no subsequent Benefit Election Form may be made less than twelve (12) months prior to the date of the first regularly scheduled payment under the Plan.

  (e)   A Benefit Election Form must be fully completed, dated, signed by the Participant and timely delivered to the Committee, or to any individual designated by the Committee to receive such forms on its behalf, in order to be of full force and effect. Any such form which is incomplete, undated, unsigned or untimely delivered shall be of no force or effect.

  (f)   In the event a Participant elects an annual installment method the initial annual installment amount will be the Individual Account balance as of the end of the preceding Plan Year otherwise payable in a single sum multiplied by a fraction, the numerator of which is one (1) and the denominator of which is the number of years, two (2) through ten (10), over which the installments shall be paid, as selected by the Participant. Subsequent annual installments will also be a fraction of the unpaid Individual Account balance, as of the end of the preceding Plan Year, the numerator of which is always one (1) but the denominator of which is the denominator used in calculating the previous installment minus one (1). For example, if the Participant elects an installment payment of his account over a three (3) year period, the initial installment will be one-third (1/3) of the single sum account balance, the second installment will be one-half (1/2) of the remaining account balance and the third and final installment will be the entirety (1/1) of the remaining account balance.

5.3 Beneficiary Designation. A Participant may designate one or more primary or contingent beneficiaries for the receipt of any death benefit payable on his behalf from the Plan. Such designation must be in writing on a Beneficiary Designation Form prepared by the Committee for this purpose. To be effective a Beneficiary Designation Form must be fully completed, dated, signed by the Participant and delivered to the Committee prior to the date of the Participant’s death. Any such form which is incomplete, undated, unsigned by the Participant or untimely delivered to the Committee shall be of no force or effect. If the Participant fails to designate a beneficiary, or if such designation shall for any reason be illegal or ineffective, or if no designated beneficiary survives the Participant, his or her benefits under the Plan shall be paid: (i) to his or her surviving spouse; (ii) if there is no surviving spouse, to his or her descendants (including legally adopted children or their descendants) per stirpes; (iii) if there is neither a surviving spouse nor surviving descendants, to the duly appointed and qualified executor or other personal representative of the Participant to be distributed in accordance with the Participant’s will or applicable intestacy law; or (iv) in the event that there shall be no such representative duly appointed and qualified within thirty (30) days after the date of death of the Participant, then to such persons as, at the date of his death, would be entitled to share in the distribution of the Participant’s estate under the provisions of the applicable statute then in force governing the descent of intestate property, in the proportions specified in such statute. The Committee may determine the identity of the distributees, and in so doing may act and rely upon any information it may deem reliable upon reasonable inquiry, and upon any affidavit, certificate, or other paper believed by it to be genuine, and upon any evidence believed by it to be sufficient.

5.4 Suspension of Distributions on Insolvency of Company. The Company shall cease the payment of benefits to Participants and their beneficiaries if the Company is Insolvent. For purposes of the Plan, the Company shall be considered “Insolvent” if:

  (i)   it is unable to pay its debts as they become due; or

  (ii)   it is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.

During such period, the Company shall hold the assets of the Plan, if any, for the benefit of the Company’s general creditors. Nothing in this Plan shall in any way diminish any rights of Participants and their designated beneficiaries as general creditors of the Company with respect to benefits due under the Plan or otherwise. The Company shall resume the payment of benefits to Participants or their beneficiaries in accordance with the preceding provisions of this Article V upon the termination of its Insolvency. Provided there are sufficient assets, if the Company discontinues the payment of benefits pursuant to this Section 5.4 and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Participants or their beneficiaries under the terms of the Plan for the period of such discontinuance.

5.5 Suspension of Installment Distributions Upon Reinstatement. If a former Director who is receiving annual installments pursuant to Section 5.2(b) is reappointed as a Director and designated by the Committee as an eligible Participant in the Plan pursuant to Article II upon such reappointment, then the distribution of the remaining unpaid installments as of such reinstatement shall be suspended. Such unpaid installments shall not thereafter be distributed until such Participant incurs another distributable event, as described in Section 5.1, subsequent to such reinstatement. Upon the occurrence of such subsequent distributable event the unpaid installments shall be distributed in accordance with the provisions of this Article V in effect as of, and based on the Participant’s Benefit Election Form for, such subsequent distributable event.

ARTICLE VI

PLAN ADMINISTRATION

6.1 Appointment of the Committee. The Compensation Committee of the Board, or a duly authorized officer of the Company empowered by the Committee to act on its behalf, shall be responsible for administering the Plan, and shall be charged with the full power and the responsibility for administering the Plan in all its details.

6.2 Powers and Responsibilities of the Committee.

  (a)   The Committee shall have all powers necessary to administer the Plan, including the power to construe and interpret the Plan documents; to decide all questions relating to an individual’s eligibility to participate in the Plan; to determine the amount, manner and timing of any distribution of benefits or withdrawal under the Plan; to resolve any claim for benefits in accordance with Section 6.4, and to appoint or employ advisors, including legal counsel, to render advice with respect to any of the Committee’s responsibilities under the Plan. Any construction, interpretation, or application of the Plan by the Committee shall be final, conclusive and binding. All actions by the Committee shall be taken pursuant to uniform standards applied to all persons similarly situated.

  (b)   Records and Reports. The Committee shall be responsible for maintaining sufficient records to determine each Participant’s eligibility to participate in the Plan, and the Compensation of each Participant for purposes of determining the amount of contributions that may be made by or on behalf of the Participant under the Plan.

  (c)   Rules and Decisions. The Committee may adopt such rules as it deems necessary, desirable, or appropriate in the administration of the Plan. All rules and decisions of the Committee shall be applied uniformly and consistently to all Participants in similar circumstances. When making a determination or calculation, the Committee shall be entitled to rely upon information furnished by a Participant or beneficiary, the Company or the legal counsel of the Company.

  (d)   Application and Forms for Benefits. The Committee may require a Participant or beneficiary to complete and file with it an application for a benefit, and to furnish all pertinent information requested by it. The Committee may rely upon all such information so furnished to it, including the Participant’s or beneficiary’s current mailing address.

  (e)   Court Action. No Participant or beneficiary shall have the right to seek judicial review of a denial of benefits, or to bring any action in any court to enforce a claim for benefits prior to filing a claim for benefits or exhausting his rights to review under this Section 6.4.

6.3 Liabilities. The individual members of the Committee shall be indemnified and held harmless by the Company with respect to any alleged breach of responsibilities performed or to be performed hereunder.

6.4 Claims and Review Procedures.

  (a)   Procedures Governing the Filing of Benefit Claims. A “Benefit Claim” means a request for a Plan benefit or benefits, made by a Claimant or by an authorized representative of a Claimant, which complies with the Plan’s procedures for making benefit claims. “Claimant” means a Participant, a surviving spouse of a Participant, a Beneficiary, or an Alternate Payee, who is claiming entitlement to the payment of any benefit under the Plan.

  (b)   Notification of Benefit Determinations. The Committee will notify a Claimant, in accordance with subsection (c) below, of the Plan’s benefit determination within a reasonable period of time after the Participant has incurred a distributable event as defined in Section 5.1, or after receipt by the Committee of a Benefit Claim, but not later than 90 days (45 days in the case of a Disability Claim) after receipt of the Benefit Claim by the Committee.

If special circumstances require an extension of time for processing the Benefit Claim, the Committee will notify the Claimant of the extension prior to the termination of the initial period described above. The notice will indicate the special circumstances requiring the extension of time and the date by which the Plan expects to make the benefit determination. In no event will the extension exceed a period of 90 days from the end of the initial period.

In the case of a Disability Claim, the extension period will not exceed 30 days, unless prior to the end of first 30-day extension period, the Committee determines that, due to matters beyond its control, a decision cannot be rendered within the extension period, in which case the period for making the determination may be extended for an additional 30 days. Every Disability Claim notice will specifically explain the standards on which entitlement to a benefit is based, the unresolved issues that prevent a decision on the claim, the additional information needed to resolve those issues and the Claimant’s right to provide the specified information within 45 days. If the extension is in effect due to the Claimant’s failure to submit information necessary to decide a Disability Claim, the period for making the benefit determination will be tolled from the date on which the notice of the extension is sent to the Claimant until the date on which the Claimant responds to the request for information. The term “Disability Claim” means a request for a Plan benefit made by a Claimant due to the purported Disability of a Plan Participant.

  (c)   Manner and Content of Notification of Benefit Determinations. All notices given by the Committee under the Plan will be given to a Claimant, or to his authorized representative, in a manner that satisfies the standards of 29 CFR 2520.104b-1(b) as appropriate with respect to the particular material required to be furnished or made available to that individual. The Committee may provide a Claimant with either a written or an electronic notice of the Plan’s benefit determination. Any electronic notification will comply with the standards imposed by 29 CFR 2520.104b-1(c)(1)(i), (iii) and (iv). In the case of an Adverse Benefit Determination, the notice will set forth, in a manner calculated to be understood by the Claimant:

(i) The specific reasons for the adverse determination;

(ii) Reference to the specific Plan provisions (including any internal rules, guidelines, protocols, criteria, etc.) on which the determination is based;

(iii) A description of any additional material or information necessary for the Claimant to complete the claim and an explanation of why such material or information is necessary;

(iv) For a Disability Claim, the identification of any medical or vocational experts whose advice was obtained on behalf of the Plan in connection with Claimant’s Adverse Benefit Determination, without regard to whether the advice was relied upon; and

(v) A description of the Plan’s review procedures and the time limits applicable to such procedures.

  (d)   Appeal of Adverse Benefit Determinations. A Claimant who receives an Adverse Benefit Determination and desires a review of that determination must file, or his authorized representative must file on his behalf, a written request for a review of the Adverse Benefit Determination, not later than 60 days (180 days for a Disability Claim) after receiving the determination.

The written request for a review must be filed with the Committee. Upon receiving the written request for review, the Committee will advise the Claimant, or his authorized representative, in writing that:

(i) The Claimant, or his authorized representative, may submit written comments, documents, records, and any other information relating to the claim for benefits; and

(ii) The Claimant will be provided, upon request of the Claimant or his authorized representative, reasonable access to, and copies of, all documents, records, and other information relevant to the Claimant’s Benefit Claim, without regard to whether those documents, records, and information were considered or relied upon in making the Adverse Benefit Determination that is the subject of the appeal.

  (e)   Benefit Determination on Review. All appeals by a Claimant of an Adverse Benefit Determination will receive a full and fair review by an appropriate named fiduciary of the Plan. In the case of a Disability Claim, the named fiduciary will not be: (i) the party who made the Adverse Benefit Determination that is the subject of the appeal, nor (ii) the subordinate of that party. In performing this review for a Disability Claim, the named fiduciary will take into account all comments, documents, records, and other information submitted by the Claimant (or the Claimant’s authorized representative) relating to the claim, without regard to whether the information was submitted or considered in the initial benefit determination, and will not afford deference to the initial Adverse Benefit Determination. For a Disability Claim, the named fiduciary will consult with a healthcare professional who has appropriate training and experience in the field of medicine involved in the medical judgment and who was not consulted in connection with the Adverse Benefit Determination and who is not the subordinate of such an individual if the named fiduciary believes that such a consultation is necessary to properly complete the review process.

  (f)   Notification of Benefit Determination on Review. The Committee will notify a Claimant, in accordance with subsection (g) below, of the Plan’s benefit determination on review within a reasonable period of time, but not later than 60 days (45 in the case of a Disability Claim) after the Plan’s receipt of the Claimant’s request for review of an Adverse Benefit Determination. If, however, special circumstances require an extension of time for processing the review by the named fiduciary, the Claimant will be notified, prior to the termination of the initial 60 (or 45) day period, of the special circumstances requiring the extension and the date by which the Plan expects to render the Plan’s benefit determination on review, which will not be later than 120 days (90 days in the case of a Disability Claim) after receipt of a request for review. Provided, however, in the case of a Plan with a Committee or other group designated as the appropriate named fiduciary that holds regularly scheduled meetings at least quarterly, the time limit of this subsection will be modified in accordance with 29 CFR 2560.503-1(i)(1)(ii) or 29 CFR 2560.503-1(i)(3)(ii), whichever is applicable.

If the extension period is in effect for a Disability Claim but the extension

is due to the Claimant’s failure to submit information necessary to decide a claim, the period for making the benefit determination on review will be tolled from the date on which notification of the extension is sent to the Claimant until the date on which the Claimant responds to the request for additional information.

  (g)   Manner and Content of Notification of Benefit Determination on Review. The Committee will provide a Claimant with notification of its benefit determination on review in a method described in subsection (c) above.

In the case of an Adverse Benefit Determination on review, the notification must set forth, in a manner calculated to be understood by the Claimant:

  (a)   The specific reasons for the adverse determination on review;

  (b)   Reference to the specific Plan provisions (including any internal rules, guidelines, protocols, criteria, etc.) on which the benefit determination on review is based;

  (c)   A statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the Claimant’s Benefit Claim, without regard to whether those records were considered or relied upon in making the Adverse Benefit Determination on review, including any reports, and the identities, of any experts whose advice was obtained.

  (h)   Court Action. No Participant or beneficiary shall have the right to seek judicial review of a denial of benefits, or to bring any action in any court to enforce a claim for benefits, prior to filing a claim for benefits and exhausting his rights to review under this Section 6.4.

ARTICLE VII

AMENDMENT AND TERMINATION OF THE PLAN

7.1 Amendment of the Plan. The Company shall have the right at any time by action of the Board to modify, alter or amend the Plan in whole or in part.

7.2 Termination of the Plan. The Company reserves the right at any time by action of the Board to terminate the Plan by resolution of the Board or to reduce or cease future contributions under the Plan at any time.

ARTICLE VIII

MISCELLANEOUS

8.1 Governing Law. The Plan shall be construed, regulated and administered according to the laws of the State of Indiana, except in those areas preempted by the laws of the United States of America in which case such laws will control.

8.2 Headings and Gender. The headings and subheadings in the Plan have been inserted for convenience of reference only and shall not affect the construction of the provisions hereof. In any necessary construction the masculine shall include the feminine and the singular the plural, and vice versa.

8.3 Participant’s Rights; Acquittance. No Participant shall acquire any right or interest in or to the Company’s assets other than as specifically provided herein.

8.4 Spendthrift Clause. No benefit or interest available hereunder will be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Participant or the Participant’s designated beneficiary, either voluntarily or involuntarily.

8.5 Counterparts. This Plan may be executed in any number of counterparts, each of which shall constitute but one and the same instrument and may be sufficiently evidenced by any one counterpart.

8.6 No Enlargement of Director Rights. Nothing contained in the Plan shall be construed as a service contract between the Company and any person, nor shall the Plan be deemed to give any person the right to be retained as a Director of the Company or limit the right of the Company to retain or discharge any person with or without cause, or to discipline any Director.

8.7 No Guarantee. Neither the Committee nor the Company in any way guarantees the amounts credited under the Plan from loss or depreciation, nor the payment of any money or other assets which may be or become due to any person from the Plan. No Participant shall have any recourse against the Committee if the Company’s assets are insufficient to provide benefits under the Plan.

8.8 Limitations on Liability. Notwithstanding any of the preceding provisions of the Plan, none of the Company, the Committee and each individual acting as an employee or agent of any of them shall be liable to any Participant or beneficiary for any claim, loss, liability or expense incurred in connection with the Plan, except when the same shall have been judicially determined to be due to the gross negligence or willful misconduct of such person.

8.9 Incapacity of Participant or Beneficiary. If any person entitled to receive a distribution under the Plan is physically or mentally incapable of personally receiving and giving a valid receipt for any payment due (unless prior claim therefor shall have been made by a duly qualified guardian or other legal representative), then, unless and until claim therefor shall have been made by a duly appointed guardian or other legal representative of such person, the Company may provide for such payment or any part thereof to be made to any other person or institution then contributing toward or providing for the care and maintenance of such person. Any such payment shall be a payment for the account of such person and a complete discharge of any liability of the Company and the Plan therefor.

8.10 Corporate Successors. The Plan shall not be automatically terminated by a transfer or sale of assets of the Company or by the merger or consolidation of the Company into or with any other corporation or other entity (“Transaction”), but the Plan shall be continued after the Transaction only if and to the extent that the transferee, purchaser or successor entity agrees to continue the Plan. In the event that such transferee, purchaser or successor entity sponsors a non-qualified deferred compensation plan for its directors the Individual Account balances under this Plan may as part of the Transaction be transferred to such other plan, and the payment of the benefit liabilities of this Plan may be transferred to such other plan and become liabilities of such transferee, purchaser or successor entity, as set forth in the definitive agreement entered into by the Company in connection with the Transaction.

4

SIGNATURES

IN WITNESS WHEREOF, the Company has caused this 2005 Directors Deferred Compensation Plan to be executed by its duly authorized officers this 10th day of December, 2004, but effective as of January 1, 2005.

OLD NATIONAL BANCORP

By: /s/ Allen R. Mounts

ATTEST:

By: /s/ G. Michael Ledbetter

5 EX-10.(D) 5 exhibit4.htm EX-10.(D) EX-10.(d)

SUPPLEMENTAL DEFERRED COMPENSATION PLAN

FOR SELECT EXECUTIVE EMPLOYEES OF

OLD NATIONAL BANCORP AND SUBSIDIARIES

(As Amended and Restated Effective as of January 1, 2003)

1

SUPPLEMENTAL DEFERRED COMPENSATION PLAN
FOR SELECT EXECUTIVE EMPLOYEES OF
OLD NATIONAL BANCORP AND SUBSIDIARIES

TABLE OF CONTENTS

     
ARTICLE
  PAGE
 
   
                         
INTRODUCTION
                     1  
I            DEFINITIONS
                     1  
1.1 “Adjustment”
     1                  
1.2 “Board”
     1                  
1.3 “Code
     1                  
1.4 “Committee”
     1                  
1.5 “ Compensation” 1
                
1.6 “ Disabled” or “Disability” 2
                
1.7 “ Effective Date” 2
                
1.8 “Employee”
     2                  
1.9 “Employer”
     2                  
1.10 “Individual Account” 2
                
1.11 “Participant”
     2                  
1.12 “Participant Salary Deferral
                
Contributions”
     2                  
1.13 “Participant Salary Deferral
                
Contributions Account” 2
                
1.14 “Plan”
     2                  
1.15 “Plan Year”
     2                  
1.16 “Savings Plan”
     3                  
1.17 “Subsidiary” or “Subsidiaries” 3
                
1.18 “Supplemental Employer
                
Contributions”
     3                  
1.19 “Supplemental Employer
                
Contributions Account” 3
                
1.20 “Supplemental Employer
                
Matching Contributions”
                
1.21 “Supplemental Employer
                
Matching Contributions Account” 3
                
         
II            ELIGIBILITY AND PARTICIPATION
     3  
                         
III CONTRIBUTIONS AND ALLOCATIONS
             4  
3.1 Participant Salary Deferral
                
Contributions
             4          
3.2 Compensation Deferral Agreement
     5          
3.3 Supplemental Employer
                
Contributions
             6          
3.4 Allocation of Adjustments
     7          
ARTICLE           PAGE
             
 

IV    INVESTMENT OF CONTRIBUTIONS                                                            7

4.1  Investment Credits                                               7

4.2  Crediting of Adjustments                                         8

4.3  Notification to Participants                                     8

4.4  Unsecured Contractual Rights                                     8
                         
V            DISTRIBUTIONS
                     8  
5.1 Time of Payment of Benefits
     8          
5.2 Methods of Payment
     9          
5.3 Death of the Participant and Beneficiary Designation
     10          
5.4 Suspension of Distributions on Insolvency of Employer
     11          
5.5 Suspension of Installment Distributions Upon Reinstatement 11
        
                         
VI            PLAN ADMINISTRATION
             11  
6.1 Appointment of the Committee
     11          
6.2 Powers and Responsibilities of the
                
Committee
             11          
6.3 Liabilities
             12          
6.4 Claims and Review Procedure
     12           

VII    AMENDMENT AND TERMINATION OF THE PLAN                                   16

7.1  Amendment of the Plan                                  16

7.2  Termination of the Plan                                16
                         
VIII            MISCELLANEOUS
             16  
8.1 Governing Law
             16          
8.2 Headings and Gender
     16          
8.3 Participant’s Rights; Acquittance
     16          
8.4 Spendthrift Clause
     16          
8.5 Counterparts
             17          
8.6 No Enlargement of Employment
                
Rights
             17          
8.7 No Guarantee
             17          
8.8 Limitations on Liability
     17          
8.9 Incapacity of Participant or
                
Beneficiary
             17          
8.10 Corporate Successors
     17          
         
SIGNATURES
     19  
         

2

INTRODUCTION

Effective January 1, 2003, Old National Bancorp (the “Employer”) adopts the second amended and restated Supplemental Deferred Compensation Plan for Select Executive Employees of Old National Bancorp and Subsidiaries (the “Plan”), as set forth herein. The first amended and restated Plan was previously adopted effective January 1, 2000.

The purpose of this Plan, (which was originally effective August 1, 1987 and formerly known as the Supplemental Deferred Compensation Plan for Select Employees of Old National Bancorp and Participating Employers, and which was previously amended and restated effective July 1, 1994, and which was further amended by an Amendment One effective January 1, 1997) is to permit a select group of management or highly compensated employees of the Employer or its subsidiaries to elect to defer compensation from the Employer or receive contributions from the Employer without regard to the limitations imposed by the Internal Revenue Code of 1986, as amended, on the benefits which may accrue to such employees under the Old National Bancorp Employees’ Savings Plan, the Old National Bancorp Employee Stock Ownership Plan, and the Old National Bancorp Employees’ Retirement Plan. It is the intention of the Employer that the Plan shall constitute an unfunded arrangement maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for federal income tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended.

ARTICLE I

DEFINITIONS

Whenever the initial letter of a word or phrase is capitalized herein, the following words and phrases shall have the meanings stated below unless a different meaning is plainly required by the context:

1.1 “Adjustment” means the hypothetical net increases and decreases in the combined market values of the subaccounts which comprise the Individual Account of each Participant as described in Article IV.

1.2 “Board” means the Board of Directors of Old National Bancorp.

1.3 “Code” means the Internal Revenue Code of 1986, as amended from time to time. References to a section of the Code shall include that section and any comparable section or sections of any future legislation that amends, supplements or supersedes said section.

1.4 “Committee” means the Compensation Committee of the Board, or a duly authorized officer of the Employer empowered by such Committee to act on its behalf, responsible for administering the Plan, as described in Section 6.2

1.5 “Compensation”, for the purposes of this Plan, means the Participant’s Compensation as defined in and calculated for purposes of the Savings Plan for the same calendar year without regard to any limitations on the amount of such Compensation imposed on such Savings Plan by Code Section 401(a)(17).

1.6 “Disabled” or “Disability” means the physical or mental condition arising after the original date of employment of the Participant which totally and permanently prevents the Participant from engaging in any occupation or employment for remuneration or profit, except for the purpose of rehabilitation not incompatible with a finding of total and permanent disability. The Committee shall be the sole and final judge of Disability within the meaning of the Plan, after consideration of such evidence as it may require, including the reports of such physician or physicians as it may designate.

1.7 “Effective Date” of the Plan means August 1, 1987; the effective date of this second amended and restated Plan is January 1, 2003.

1.8 “Employee” means any person who is employed by the Employer or a Subsidiary.

1.9 “Employer” means Old National Bancorp and its Subsidiaries.

1.10 “Individual Account” means the individual account maintained for each Participant in accordance with the terms of the Plan. Such Individual Account is comprised of whichever of the following sub-accounts are applicable to a particular Participant: Supplemental Employer Matching Contributions Account, Supplemental Employer Contributions Account and Participant Salary Deferral Contributions Account.

1.11 “Participant” means a salaried executive Employee of the Employer or its Subsidiaries who is designated by the Committee as a Participant pursuant to the provisions of Article II of the Plan.

1.12 “Participant Salary Deferral Contributions” means contributions made to the Plan pursuant to Section 3.1 by the Employer, at the election of the Participant, in lieu of cash Compensation, under a Compensation Deferral Agreement between the Participant and the Employer. Although the term “contribution” is used herein for ease of reference, credits to Participants’ Individual Accounts under the Plan are merely credits to a bookkeeping account.

1.13 “Participant Salary Deferral Contributions Account” means that portion of a Participant’s Individual Account attributable to:

  (a)   Participant Salary Deferral Contributions allocated to such Participant pursuant to Section 3.1; and

  (b)   the Participant’s proportionate share, attributable to his Participant Salary Deferral Contributions Account, of the Adjustments, reduced by any distributions from such account pursuant to Article V.

1.14 “Plan” means the Supplemental Deferred Compensation For Select Executive Employees of Old National Bancorp and Subsidiaries.

1.15 “Plan Year” means the twelve (12) month period beginning January 1 and ended December 31.

1.16 “Savings Plan” means the Old National Bancorp Employees’ Savings Plan, as amended from time to time (formerly known as the Employees’ Savings and Profit Sharing Plan of Old National Bancorp).

1.17 “Subsidiary” or “Subsidiaries” means any corporation more than fifty percent (50%) of whose total combined voting stock of all classes is held by the Employer or by another corporation qualifying as a Subsidiary within this definition.

1.18 “Supplemental Employer Contributions” means contributions made to the Plan by the Employer for the Plan Year, at the discretion of the Employer, in accordance with the provisions of Section 3.3(b) and allocated to a Participant’s Individual Account. Although the term “contribution” is used herein for ease of reference, credits to Participants’ Individual Accounts under the Plan are merely credits to a bookkeeping account.

1.19 “Supplemental Employer Contributions Account” means that portion of a Participant’s Individual Account attributable to:

  (a)   Supplemental Employer Contributions allocated to such Participant pursuant to Section 3.3(b); and

  (b)   the Participant’s proportionate share, attributable to his Supplemental Employer Contributions Account, of the Adjustments, reduced by any distributions from such account pursuant to Article V.

1.20 “Supplemental Employer Matching Contributions” means contributions made to the Plan by the Employer for the Plan Year in accordance with the provisions of Section 3.3(a) and allocated to a Participant’s Individual Account by reason of the Participant’s Salary Deferral Contributions contributed to the Plan pursuant to Section 3.1(a). Although the term “contribution” is used herein for ease of reference, credits to Participants’ Individual Accounts under the Plan are merely credits to a bookkeeping account.

1.21 “Supplemental Employer Matching Contributions Account” means that portion of a Participant’s Individual Account attributable to:

  (a)   Supplemental Employer Matching Contributions allocated to such Participant pursuant to Section 3.3(a); and

  (b)   the Participant’s proportionate share, attributable to his Supplemental Employer Matching Contributions Account, of the Adjustments, reduced by any distributions from such account pursuant to Article V.

ARTICLE II

ELIGIBILITY AND PARTICIPATION

A member of a select group of management or highly compensated Employees of the Employer or its Subsidiaries is eligible to become a Participant in the Plan provided such Employee is designated as a Participant by the Committee in writing.

ARTICLE III

CONTRIBUTIONS AND ALLOCATIONS

3.1 Participant Salary Deferral Contributions.

  (a)   Amount of Contribution. The Employer shall credit, as Participant Salary Deferral Contributions on behalf of each Participant under the Plan for the Plan Year, such percentage (or dollar amount) of such Participant’s Compensation as is mutually agreed upon between the Participant and the Employer prior to the beginning of each Plan Year. In the case of the initial designation of an Employee as a Participant, however, the Employee may elect to commence Salary Deferral Contributions as of the first day of the first calendar month coincident with or next following the completion of thirty (30) days of employment with the Employer, and such election shall commence with respect to Compensation paid for the first payroll period which begins after the effective date of the election. Such percentage (or dollar amount) shall remain in effect for each Plan Year thereafter until or unless another percentage (or dollar amount) is agreed upon by the Participant and the Employer prior to the beginning of the applicable Plan Year or until the Committee notifies the Participant that the Participant is no longer eligible for contributions under this Section 3.1

  (b)   Limit on Contributions. The maximum percentage of a Participant’s Compensation that may be subject to Participant Salary Deferral Contributions for a Plan Year commencing on or after January 1, 2000, shall not exceed twenty-five percent (25%) of such Participant’s Compensation for such Plan Year. It is noted that, pursuant to subsection (d), for any Plan Year commencing on or after January 1, 2000, a Participant may defer up to Seventy-Five Percent (75%) of any annual bonus under the Old National Bank Executive Short Term Incentive Plan (“Short Term Incentive Plan”). As a result, the twenty-five percent (25%) percentage of compensation limitation on Participant Salary Deferral Contributions shall be calculated by the Committee without regard to any bonus paid under such plan.

  (c)   Timing of Contributions. Participant Salary Deferral Contributions made for the benefit of a Participant for any Plan Year shall be made to the Participant’s Salary Deferral Contributions Account not less often than once per calendar quarter.

  (d)   Deferral of Bonuses Under Short Term Incentive Plan. In addition to the Participant Salary Deferral Contributions described in subsection (a) and notwithstanding the limitations on the amount of Salary Deferral Contributions imposed by subsection (b), for each Plan Year commencing on or after January 1, 2000, the Employer shall also credit, as a Salary Deferral Contribution, such whole percentage, not to exceed Seventy-Five Percent (75%), of a Participant’s annual bonus under the Short Term Incentive Plan as is mutually agreed upon between the Participant and the Employer. The Participant must specify, in a Bonus Deferral Agreement provided by the Committee, the whole percentage, not to exceed Seventy-Five Percent (75%), of the annual bonus to be treated as a Salary Deferral Contribution, including any changes to such percentage, no later than December 31 of the calendar year prior to the calendar year during which such bonus becomes due and payable under the Short Term Incentive Plan. In the event the Participant fails to specify the foregoing percentage prior to any Plan Year the percentage for such Plan Year shall be deemed to be zero percent (0%). All Salary Deferral Contributions under this subsection (d) shall be made on a Bonus Deferral Agreement prescribed by the Committee, which agreement may be either separate from or a component of the Compensation Deferral Agreement described in Section 3.2. That portion of a bonus which is treated as a Salary Deferral Contribution for a Plan Year shall be credited to a Participant’s Salary Deferral Contributions Account as of the time prescribed for the payment of annual bonuses under the Short Term Incentive Plan.

3.2 Compensation Deferral Agreement. As a condition to the Employer’s obligation to credit Participant Salary Deferral Contributions for the benefit of a Participant pursuant to Section 3.1, the Participant must execute a Compensation Deferral Agreement with the Employer on such forms as shall be prescribed by the Committee, a copy of which is attached hereto as Exhibit One, in which it is agreed that the Employer will withhold payment of a portion of the Participant’s Compensation and shall credit such amount withheld to the Participant’s Individual Account at the times set forth in the Plan. Except as otherwise provided in Section 3.1(a), in the case of a Participant’s initial year of participation under the Plan, the Compensation Deferral Agreement for any Plan Year must be executed and delivered by the Participant and the Employer prior to the first day of the Plan Year to which the Compensation Deferral Agreement relates.The Participant’s election to defer a portion of his Compensation each year shall be irrevocable once made, except that the Committee, in its sole discretion, may waive the Participant’s election to defer Compensation if the Participant has suffered an unforeseeable emergency which results in a severe financial hardship. Such waiver shall apply to the portion of the Plan Year remaining after the Committee’s determination that the Participant has suffered a severe financial hardship. The effective date of the waiver shall be fixed by the Committee after application by the Participant under such procedures as may be fixed by the Committee. The Participant’s application shall include a signed statement of the facts causing financial hardship and any other facts required by the Committee in its discretion. For the purposes of this Section 3.2, an unforeseeable emergency is a severe financial hardship to a Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent of the Participant (as defined in IRC Section 152(a)), loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseen circumstances arising as a result of events beyond the control of the Participant. The circumstances that will constitute an unforeseeable emergency will depend upon the facts of each case; however, the Committee shall not grant any waiver of a Participant’s deferral election to the extent that his hardship may be relieved (i) through reimbursement or compensation by insurance or otherwise; (ii) by liquidation of Participant’s assets, to the extent liquidation of such assets would not itself cause severe financial hardship; or (iii) by cessation of salary deferral contributions under the Savings Plan. An unforeseeable emergency shall not include the need to send the Participant’s child to college or the desire to purchase a home. The foregoing provisions of this paragraph shall also apply to bonuses under the Short Term Incentive Plan which are the subject of a Bonus Deferral Agreement. Any waiver of a bonus deferral must be made by the Committee prior to the time the bonus to which the Bonus Deferral Agreement relates is payable.

3.3 Supplemental Employer Contributions.

  (a)   Matching Contributions. The Employer shall make Supplemental Employer Matching Contributions under the Plan for a Plan Year in an amount necessary to match each Participant’s Salary Deferral Contributions of up to four percent (4%) of such Participant’s Compensation, reduced, on a dollar-for-dollar basis, by any matching contributions made with respect to a Participant’s salary deferral contributions under the Savings Plan. The amount of such contributions shall be equal to a specified percentage of such Participant’s Salary Deferral Contributions based upon such Participant’s Vesting Years of Service, as determined under the Old National Bancorp Employee Stock Ownership Plan, in accordance with the following schedule:

         
Vesting Years of Service   Matching Contribution Percentage
1-4
     50 %
5-9
     75 %
10 or more
     100 %

  (b)   Supplemental Employer Contributions. In addition to any Supplemental Employer Matching Contributions made to the Plan under subsection (a), the Employer may, but shall not be required to, make Supplemental Employer Contributions under the Plan in such amount and to the Individual Accounts of such Participants as shall be determined by the Committee, in its sole discretion.

  (c)   Timing of Contributions. Supplemental Employer Matching and Supplemental Employer Contributions made for the benefit of a Participant for any Plan Year shall be credited to a Participant’s Supplemental Employer Matching or Supplemental Employer Contributions Account, as the case may be, at the same time(s) as matching and discretionary employer contributions, respectively, are allocated to Participants’ accounts under the Old National Bancorp Employee Stock Ownership Plan.

3.4 Allocation of Adjustments.

  (a)   Individual Account. The Committee shall establish and maintain an account to be known as the Individual Account in the name of each Participant, to which the Committee shall credit all amounts allocated to each such Participant pursuant to this Article III. Each Individual Account shall be comprised of whichever of the following subaccounts are applicable to a particular Participant: Supplemental Employer Matching Contributions Account, Supplemental Employer Contributions Account and Participant Salary Deferral Contributions Account.

  (b)   Determinations of Adjustments. Following the allocations made pursuant to Sections 3.1 and 3.3, the Committee shall determine the Adjustments for each calendar quarter of the applicable Plan Year pursuant to Section 4.2.

  (c)   Allocation of Adjustments. The Adjustments shall be allocated as of each March 31, June 30, September 30 and December 31 to the Individual Accounts of Participants who maintain a credit balance in their Individual Accounts as of any such date.

ARTICLE IV

INVESTMENT OF CONTRIBUTIONS

4.1 Investment Credits.

  (a)   For each Plan Year commencing prior to January 1, 2003, the Individual Account of each Participant was credited with the hypothetical increase or decrease in that account resulting from the investment and reinvestment elections made by the Participant pursuant to the Participant Directed Investment option set forth in Section 4.1 of the Plan as in effect prior to January 1, 2003. Effective January 1, 2003, such option is no longer available under the Plan.

  (b)   For the Plan Year commencing January 1, 2003, the Individual Account of each Participant shall be credited with the hypothetical increase or decrease in that account resulting from the investment elections made by the Participant pursuant to this sub-section. Effective January 1, 2003, each Participant may elect to hypothetically invest the entirety of his or her Individual Account in one of the following options: (i) a 100% Fixed Income Fund; (ii) a 50% Equity/50% Bond (Balanced) Fund; or (iii) an 80% Equity/20% Bond (Aggressive) Fund. The election as of January 1, 2003, of the Fixed Income Fund by a Participant is irrevocable thereafter. A Participant who elects, as of January 1, 2003, the investment of his or her Individual Account in either the Balanced Fund or the Aggressive Fund may subsequently elect, as of either April 1, 2003 or July 1, 2003, to irrevocably change such election and hypothetically invest the entirety of his or her Individual Account thereafter only in the Fixed Income Fund. Effective October 1, 2003, and regardless of any contrary hypothetical investment election of a Participant prior to such date, the entirety of each Participant’s Individual Account will be automatically transferred to the Fixed Income Fund.

  (c)   For each Plan Year commencing on or after January 1, 2004, the Individual Account of each Participant shall be credited with a hypothetical, fixed rate of return as determined by the Committee in its sole and absolute discretion. Prior to each such Plan Year the Committee shall so determine such rate of return which rate shall be in effect for the entirety of the next following Plan year. For example, prior to January 1, 2004 the Committee shall determine the rate of return for the Plan Year commencing January 1, 2004 and ending December 31, 2004. The Committee, in its sole and absolute discretion, may determine the fixed rate of return by using any formula or other methodology it deems prudent and the Committee may, in its sole and absolute discretion, change such formula or other methodology at any time and from time to time as it deems prudent to do so; provided, however, no such change shall be applied retroactively if such application would result in a reduction of the fixed rate of return in effect for any Plan Year.

4.2 Crediting of Adjustments. As of each calendar quarter the Individual Account of each Participant shall be credited with a hypothetical amount of investment earnings for the allocation period then ending equal to the rate of investment earnings in effect for such period multiplied by the sum of (1) the hypothetical balance credited to such Account as of the first day of such period, and (2) the contributions allocated to such Account during such period.

4.3 Notification to Participants. For each Plan Year commencing on or after January 1, 2003, as soon as administratively feasible, and in no event later than the due date of the Participant’s Compensation Deferral Agreement under Section 3.2 for such Plan Year, the Committee shall notify each Participant of the hypothetical fixed rate of return determined for such Plan year by the Committee under Section 4.1.

4.4 Unsecured Contractual Rights. The Plan at all times shall be unfunded and shall constitute a mere promise by the Employer to make benefit payments in the future. Notwithstanding any other provision of this Plan, neither a Participant nor his designated beneficiary shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Employer prior to the time benefits are paid as provided in Article V, including any Compensation deferred hereunder by the Participant. All rights created under this Plan shall be mere unsecured contractual rights of the Participant against the Employer.

ARTICLE V

DISTRIBUTIONS

5.1 Time of Payment of Benefits. All amounts credited to a Participant’s Individual Account, including any Adjustments credited in accordance with Section 4.2, shall be distributed, if payable in a single lump sum, or shall commence to be distributed, if payable in annual installments, in the month of January following the date as of which the Participant incurs a distributable event (as defined herein). Subsequent installments shall be paid each January thereafter until exhausted. For all purposes under the Plan, a distributable event with respect to each Participant shall occur on the earliest of the following dates: (i) the Participant’s death while actively employed, (ii) the date on which the Committee makes a determination that the Participant is Disabled or (iii) the effective date, as determined under the Employer’s standard personnel policies, of the Participant’s termination of employment for any other reason.

5.2 Methods of Payment. A Participant’s Individual Account shall be distributed to the Participant, or to his designated beneficiary in the event of his death, in one of the following methods effectively elected by the Participant in his Benefit Election Form as described in (c) below:

(a) A single lump sum; or

  (b)   Annual installments payable over a period of anywhere from two (2) to ten (10) years, as selected by the Participant.

  (c)   In order to be timely, a Participant’s election of the form in which his benefits hereunder shall be distributed must be made by delivering a Benefit Election Form, a sample of which is attached hereto as Exhibit Two, to the Committee not later than ten (10) days prior to the effective date of the Participant’s termination of employment for reasons other than Disability or death. In the case of the Participant’s Disability or death, his Benefit Election Form must be delivered to the Committee prior to the date on which the Committee determines that the Participant is Disabled or prior to the date of his death. If the Participant does not elect a form of distribution, or such election is not timely or properly made, the Participant’s entire benefit shall be paid in the form of single lump sum.

  (d)   Except as otherwise provided in Section 5.5, a Benefit Election Form is irrevocable once Plan benefits are paid or commence to be paid. Prior thereto a Benefit Election Form is revocable by the Participant and may be superseded by timely delivering a new Benefit Election Form to the Committee not later than the date set forth in subsection (c) above.

  (e)   A Benefit Election Form must be fully completed, dated, signed by the Participant and timely delivered to the Committee, or to any individual designated by the Committee to receive such forms on its behalf, in order to be of full force and effect. Any such form which is incomplete, undated, unsigned or untimely delivered shall be of no force or effect.

  (f)   In the event a Participant elects an annual installment method, the initial annual installment amount will be the Individual Account balance otherwise payable in a single sum multiplied by a fraction, the numerator of which is one (1) and the denominator of which is the number of years, two (2) through ten (10), over which the installments shall be paid, as selected by the Participant. Subsequent annual installments will also be a fraction of the unpaid Individual Account balance, the numerator of which is always one (1) but the denominator of which is the denominator used in calculating the previous installment minus one (1). For example, if the Participant elects an installment payment of his account over a three (3) year period, the initial installment will be one-third (1/3) of the single sum account balance, the second installment will be one-half (1/2) of the remaining account balance and the third and final installment will be the entirety (1/1) of the remaining account balance.

5.3 Death of the Participant and Beneficiary Designation.

  (a)   Form and Time of Payment. In the event of a Participant’s death, his entire Individual Account (or his entire remaining Individual Account if an annual installment distribution thereof had previously commenced) shall be paid to the Participant’s designated beneficiary in a single lump sum as soon as administratively feasible following the date of death.

  (b)   Designation of Beneficiaries. A Participant may designate one or more primary or contingent beneficiaries for the receipt of any death benefit payable on his behalf from the Plan. Such designation must be in writing on a Beneficiary Designation Form prepared by the Committee for this purpose, a copy of which is attached hereto as Exhibit Three. To be effective a Beneficiary Designated Form must be fully completed, dated, signed by the Participant and delivered to the Committee prior to the date of the Participant’s death. Any such form which is incomplete, undated, unsigned by the Participant or untimely delivered to the Committee shall be of no force or effect. If the Participant fails to designate a beneficiary, or if such designation shall for any reason be illegal or ineffective, or if no designated beneficiary survives the Participant, his benefits under the Plan shall be paid: (i) to his surviving spouse; (ii) if there is no surviving spouse, to his descendants (including legally adopted children or their descendants) per stirpes; (iii) if there is neither a surviving spouse nor surviving descendants, to the duly appointed and qualified executor or other personal representative of the Participant to be distributed in accordance with the Participant’s will or applicable intestacy law; or (iv) in the event that there shall be no such representative duly appointed and qualified within thirty (30) days after the date of death, would be entitled to share in the distribution of the Participant’s estate under the provisions of the applicable statute then in force governing the descent of intestate property, in the proportions specified in such statute. The Committee may determine the identity of the distributees, and in so doing may act and rely upon any information it may deem reliable upon reasonable inquiry, and upon any affidavit, certificate, or other paper believed by it to be genuine, and upon any evidence believed by it to be sufficient.

5.4 Suspension of Distributions on Insolvency of Employer. The Employer shall cease the payments of benefits to Participants and their beneficiaries if the Employer is Insolvent. For purposes of the Plan, the Employer shall be considered “Insolvent” if:

(i) it is unable to pay its debts as they become due; or

  (ii)   it is subject to a pending proceedings as a debtor under the United States Bankruptcy Code.

During such period, the Employer shall hold the assets of the Plan, if any, for the benefit of the Employer’s general creditors. Nothing in this Plan shall in any way diminish any rights of Participants and their designated beneficiaries as general creditors of the Employer with respect to benefits due under the Plan or otherwise. The Employer shall resume the payment of benefits to Participants or their beneficiaries in accordance with the preceding provisions of this Article V upon the termination of its Insolvency. Provided there are sufficient assets, if the Employer discontinues the payment of benefits pursuant to this Section 5.4 and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Participants or their beneficiaries under the terms of the Plan for the period of such discontinuance.

5.5 Suspension of Installment Distributions Upon Reinstatement. If a former salaried executive Employee of the Employer who is receiving annual installments pursuant to Section 5.2(b) is re-employed as a salaried executive Employee of the Employer and designated by the Committee as an eligible Participant in the Plan pursuant to Article II upon such re-employment, then the distribution of the remaining unpaid installments as of such reinstatement shall be suspended. Such unpaid installments shall not thereafter be distributed until such Participant incurs another distributable event, as described in Section 5.1, subsequent to such reinstatement. Upon the occurrence of such subsequent distributable event the unpaid installments shall be distributed in accordance with the provisions of this Article V in effect as of, and based on the Participant’s Benefit Election Form for, such subsequent distributable event.

ARTICLE VI

PLAN ADMINISTRATION

6.1 Appointment of the Committee. The Compensation Committee of the Board, or a duly authorized officer of the Employer empowered by the Committee to act on its behalf, shall be responsible for administering the Plan, and the Committee shall be charged with the full power and the responsibility for administering the Plan in all its details. No member of the Committee shall be eligible at any time while he is a member to also be a Participant.

6.2 Powers and Responsibilities of the Committee.

  (a)   The Committee shall have all powers necessary administer the Plan, including the power to construe and interpret the Plan documents; to decide all questions relating to an individual’s eligibility to participate in the Plan; to determine the amount, manner and timing of any distribution of benefits or withdrawal under the Plan; to resolve any claim for benefits in accordance with Section 6.4, and to appoint or employ advisors, including legal counsel, to render advice with respect to any of the Committee’s responsibilities under the Plan. Any construction, interpretation, or application of the Plan by the Committee shall be final, conclusive and binding. All actions by the Committee shall be taken pursuant to uniform standards applied to all persons similarly situated.

  (b)   Records and Reports. The Committee shall be responsible for maintaining sufficient records to determine each Participant’s eligibility to participate in the Plan, and the Compensation of each Participant for purposes of determining the amount of contributions that may be made by or on behalf of the Participant under the Plan.

  (c)   Rules and Decisions. The Committee may adopt such rules as it deems necessary, desirable, or appropriate in the administration of the Plan. All rules and decisions of the Committee shall be applied uniformly and consistently to all Participants in similar circumstances. When making a determination or calculation, the Committee shall be entitled to rely upon information furnished by a Participant or beneficiary, the Employer or the legal counsel of the Employer.

  (d)   Application and Forms for Benefits. The Committee may require a Participant or beneficiary to complete and file with it an application for a benefit, and to furnish all pertinent information requested by it. The Committee may rely upon all such information so furnished to it, including the Participant’s or beneficiary’s current mailing address.

  (e)   Delegation. The Committee may authorize one or more officers of the Employer to perform administrative responsibilities on its behalf under the Plan. Any such duly authorized officer shall have all powers necessary to carry out the administrative duties delegated to such officer by the Committee.

6.3 Liabilities. The individual members of the Committee shall be indemnified and held harmless by the Employer with respect to any alleged breach of responsibilities performed or to be performed hereunder.

6.4 Claims and Review Procedure.

  (a)   Procedures Governing the Filing of Benefit Claims. All Benefit Claims must be filed on the appropriate claim forms available from the Committee or in accordance with the procedures established by the Committee for claim purposes. A “Benefit Claim” means a request for a Plan benefit or benefits, made by a Claimant or by an authorized representative of a Claimant, which complies with the Plan’s procedures for making benefit claims. “Claimant” means a Participant, a surviving spouse of a Participant, a Beneficiary, or an Alternate Payee, who is claiming entitlement to the payment of any benefit under the Plan.

  (b)   Notification of Benefit Determinations. The Committee will notify a Claimant, in accordance with subsection (c) below, of the Plan’s benefit determination within a reasonable period of time after receipt of a Benefit Claim, but not later than 90 days (45 days in the case of a Disability Claim) after receipt of the Benefit Claim by the Plan.

If special circumstances require an extension of time for processing the Benefit Claim, the Committee will notify the Claimant of the extension prior to the termination of the initial period described above. The notice will indicate the special circumstances requiring the extension of time and the date by which the Plan expects to make the benefit determination. In no event will the extension exceed a period of 90 days from the end of the initial period.

In the case of a Disability Claim, the extension period will not exceed 30 days, unless prior to the end of first 30-day extension period, the Committee determines that, due to matters beyond its control, a decision cannot be rendered within the extension period, in which case the period for making the determination may be extended for an additional 30 days. Every Disability Claim notice will specifically explain the standards on which entitlement to a benefit is based, the unresolved issues that prevent a decision on the claim, the additional information needed to resolve those issues and the Claimant’s right to provide the specified information within 45 days. If the extension is in effect due to the Claimant’s failure to submit information necessary to decide a Disability Claim, the period for making the benefit determination will be tolled from the date on which the notice of the extension is sent to the Claimant until the date on which the Claimant responds to the request for information. The term “Disability Claim” means a request for a Plan benefit made by a Claimant due to the purported Total and Permanent Disability of a Plan Participant.

  (c)   Manner and Content of Notification of Benefit Determinations. All notices given by the Committee under the Plan will be given to a Claimant, or to his authorized representative, in a manner that satisfies the standards of 29 CFR 2520.104b-1(b) as appropriate with respect to the particular material required to be furnished or made available to that individual. The Committee may provide a Claimant with either a written or an electronic notice of the Plan’s benefit determination. Any electronic notification will comply with the standards imposed by 29 CFR 2520.104b-1(c)(1)(i), (iii) and (iv). In the case of an Adverse Benefit Determination, the notice will set forth, in a manner calculated to be understood by the Claimant:

(i) The specific reasons for the adverse determination;

(ii) Reference to the specific Plan provisions (including any internal rules, guidelines, protocols, criteria, etc.) on which the determination is based;

(iii) A description of any additional material or information necessary for the Claimant to complete the claim and an explanation of why such material or information is necessary;

(iv) For a Disability Claim, the identification of any medical or vocational experts whose advice was obtained on behalf of the Plan in connection with Claimant’s Adverse Benefit Determination, without regard to whether the advice was relied upon; and

(v) A description of the Plan’s review procedures and the time limits applicable to such procedures.

  (d)   Appeal of Adverse Benefit Determinations. A Claimant who receives an Adverse Benefit Determination and desires a review of that determination must file, or his authorized representative must file on his behalf, a written request for a review of the Adverse Benefit Determination, not later than 60 days (180 days for a Disability Claim) after receiving the determination.

The written request for a review must be filed with the Committee. Upon receiving the written request for review, the Committee will advise the Claimant, or his authorized representative, in writing that:

(i) The Claimant, or his authorized representative, may submit written comments, documents, records, and any other information relating to the claim for benefits; and

(ii) The Claimant will be provided, upon request of the Claimant or his authorized representative, reasonable access to, and copies of, all documents, records, and other information relevant to the Claimant’s Benefit Claim, without regard to whether those documents, records, and information were considered or relied upon in making the Adverse Benefit Determination that is the subject of the appeal.

  (e)   Benefit Determination on Review. All appeals by a Claimant of an Adverse Benefit Determination will receive a full and fair review by an appropriate named fiduciary of the Plan. In the case of a Disability Claim, the named fiduciary will not be: (i) the party who made the Adverse Benefit Determination that is the subject of the appeal, nor (ii) the subordinate of that party. In performing this review for a Disability Claim, the named fiduciary will take into account all comments, documents, records, and other information submitted by the Claimant (or the Claimant’s authorized representative) relating to the claim, without regard to whether the information was submitted or considered in the initial benefit determination, and will not afford deference to the initial Adverse Benefit Determination. For a Disability Claim, the named fiduciary will consult with a healthcare professional who has appropriate training and experience in the field of medicine involved in the medical judgment and who was not consulted in connection with the Adverse Benefit Determination and who is not the subordinate of such an individual if the named fiduciary believes that such a consultation is necessary to properly complete the review process.

  (f)   Notification of Benefit Determination on Review. The Committee will notify a Claimant, in accordance with subsection (g) below, of the Plan’s benefit determination on review within a reasonable period of time, but not later than 60 days (45 in the case of a Disability Claim) after the Plan’s receipt of the Claimant’s request for review of an Adverse Benefit Determination. If, however, special circumstances require an extension of time for processing the review by the named fiduciary, the Claimant will be notified, prior to the termination of the initial 60 (or 45) day period, of the special circumstances requiring the extension and the date by which the Plan expects to render the Plan’s benefit determination on review, which will not be later than 120 days (90 days in the case of a Disability Claim) after receipt of a request for review. Provided, however, in the case of a Plan with a Committee or other group designated as the appropriate named fiduciary that holds regularly scheduled meetings at least quarterly, the time limit of this subsection will be modified in accordance with 29 CFR 2560.503-1(i)(1)(ii) or 29 CFR 2560.503-1(i)(3)(ii), whichever is applicable.

If the extension period is in effect for a Disability Claim but the extension is due to the Claimant’s failure to submit information necessary to decide a claim, the period for making the benefit determination on review will be tolled from the date on which notification of the extension is sent to the Claimant until the date on which the Claimant responds to the request for additional information.

  (g)   Manner and Content of Notification of Benefit Determination on Review. The Committee will provide a Claimant with notification of its benefit determination on review in a method described in subsection (c) above.

In the case of an Adverse Benefit Determination on review, the notification must set forth, in a manner calculated to be understood by the Claimant:

  (a)   The specific reasons for the adverse determination on review;

  (b)   Reference to the specific Plan provisions (including any internal rules, guidelines, protocols, criteria, etc.) on which the benefit determination on review is based;

  (c)   A statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the Claimant’s Benefit Claim, without regard to whether those records were considered or relied upon in making the Adverse Benefit Determination on review, including any reports, and the identities, of any experts whose advice was obtained.

  (h)   Court Action. No Participant or beneficiary shall have the right to seek judicial review of a denial of benefits, or to bring any action in any court to enforce a claim for benefits, prior to filing a claim for benefits and exhausting his rights to review under this Section 6.4.

ARTICLE VII

AMENDMENT AND TERMINATION OF THE PLAN

7.1 Amendment of the Plan. The Employer shall have the right at any time by action of the Board to modify, alter or amend the Plan in whole or in part.

7.2 Termination of the Plan. The Employer reserves the right at any time by action of the Board to terminate the Plan by resolution of the Board or to reduce or cease contributions at any time.

ARTICLE VIII

MISCELLANEOUS

8.1 Governing Law. The Plan shall be construed, regulated and administered according to the laws of the State of Indiana, except in those areas preempted by the laws of the United States of America in which case such laws will control.

8.2 Headings and Gender. The headings and subheadings in the Plan have been inserted for convenience of reference only and shall not affect the construction of the provisions hereof. In any necessary construction the masculine shall include the feminine and the singular the plural, and vice versa.

8.3 Participant’s Rights; Acquittance. No Participant shall acquire any right to be retained in the Employer’s employ by virtue of the Plan, or, upon his dismissal, or upon his voluntary termination of employment, shall he have any right or interest in or to the Employer’s assets other than as specifically provided herein.

8.4 Spendthrift Clause. No benefit or interest available hereunder will be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Participant or the Participant’s designated beneficiary, either voluntarily or involuntarily.

8.5 Counterparts. This Plan may be executed in any number of counterparts, each of which shall constitute but one and the same instrument and may be sufficiently evidenced by any one counterpart.

8.6 No Enlargement of Employment Rights. Nothing contained in the Plan shall be construed as a contract of employment between the Employer and any person, nor shall the Plan be deemed to give any person the rights to be retained in the employ of the Employer or limit the right of the Employer to employ or discharge any person with or without cause, or to discipline any Employee.

8.7 No Guarantee. Neither the Committee nor the Employer in any way guarantees the amounts credited under the Plan from loss or depreciation, nor the payment of any money or other assets which may be or become due to any person from the Plan. No Participant shall have any recourse against the Employer or the Committee if the Employer’s assets are insufficient to provide benefits under the Plan.

8.8 Limitations on Liability. Notwithstanding any of the preceding provisions of the Plan, none of the Employer, the Committee and each individual acting as an employee or agent of any of them shall be liable to any Participant, Employee or beneficiary for any claim, loss, liability or expense incurred in connection with the Plan, except when the same shall have been judicially determined to be due to the gross negligence or willful misconduct of such person.

8.9 Incapacity of Participant or Beneficiary. If any person entitled to receive a distribution under the Plan is physically or mentally incapable of personally receiving and giving a valid receipt for any payment due (unless prior claim therefor shall have been made by a duly qualified guardian or other legal representative), then, unless and until claim therefor shall have been made by a duly appointed guardian or other legal representative of such person, the Employer may provide for such payment or any part thereof to be made to any other person or institution then contributing toward or providing for the care and maintenance of such person. Any such payment shall be a payment for the account of such person and a complete discharge of any liability of the Employer and the Plan therefor.

8.10 Corporate Successors. The Plan shall not be automatically terminated by a transfer or sale of assets of the Employer or by the merger or consolidation of the Employer into or with any other corporation or other entity (“Transaction”), but the Plan shall be continued after the Transaction only if and to the extent that the transferee, purchaser or successor entity agrees to continue the Plan. The Employer shall not agree to a Transaction unless and until the transferee, purchaser or successor agrees to adopt this Plan and, in connection therewith, agrees to expressly assume all obligations and liabilities of the Employer hereunder. In the event that such transferee, purchaser or successor entity sponsors a non-qualified deferred compensation plan for its directors the Individual Account balances under this Plan may as part of the

Transaction be transferred to such other plan, and the payment of the benefit liabilities of this Plan may be transferred to such other plan and become liabilities of such transferee, purchaser or successor entity, as set forth in the definitive agreement entered into by the Employer in connection with the Transaction.

3

SIGNATURES

IN WITNESS WHEREOF, the Employer has caused this second amended and restated Supplemental Deferred Compensation Plan for Select Executive Employees of Old National Bancorp and Subsidiaries to be executed by its officers thereunder duly authorized, this 25th day of January, 2003, but effective as of January 1, 2003.

OLD NATIONAL BANCORP

By: /s/ G. Michael Ledbetter

ATTEST:

By: /s/ Jane Elfreich

4 EX-10.(E) 6 exhibit5.htm EX-10.(E) EX-10.(e)

SECOND AMENDMENT TO THE
SUPPLEMENTAL DEFERRED COMPENSATION PLAN
FOR SELECT EXECUTIVE EMPLOYEES OF
OLD NATIONAL BANCORP AND SUBSIDIARIES
(As Amended and Restated Effective January 1, 2003)

WHEREAS, Old National Bancorp (the “Company”) maintains the Supplemental Deferred Compensation Plan for Select Executive Employees of Old National Bancorp and Subsidiaries (As Amended and Restated Effective January 1, 2003) (the “Plan”); and

WHEREAS, pursuant to the authority contained in Section 7.01 of the Plan, the Company has reserved the right to amend the Plan by action of its Board of Directors (the “Board”); and

WHEREAS, the Board has determined that the Plan should be amended to allow select executive employees of the Company to defer payments under the Company’s “gainsharing plan” and other categories of bonus or incentive compensation designated by the Compensation Committee from time to time in its sole discretion;

NOW, THEREFORE, pursuant to the power reserved to the Company under Section 7.01 of the Plan, the Plan is hereby amended, effective as of January 1, 2004, as follows:

1. By amending Section 3.1(b) to read as follows:

      “(b) Limit on Contributions. The maximum percentage of a Participant’s Compensation that may be subject to Participant Salary Deferral Contributions for a Plan Year commencing on or after January 1, 2000, cannot exceed twenty-five percent (25%) of such Participant’s Compensation for such Plan Year. It is noted that, (i) pursuant to subsection (d), for any Plan Year commencing on or after January 1, 2000, a Participant may defer up to Seventy-Five Percent (75%) of any annual bonus under the Old National Bank Executive Short Term Incentive Plan (“Short Term Incentive Plan”), and (ii) pursuant to subsection (e), for any Plan Year commencing on or after January 1, 2004, a Participant may defer up to Seventy-Five Percent (75%) of any payment under the Company’s “gainsharing plan” or any other bonus or incentive plan or program designated by the Committee in writing from time to time in its sole discretion. As a result, the twenty-five percent (25%) of compensation limitation on Participant Salary Deferral Contributions shall be calculated by the Committee without regard to any bonus or other form of payment under the Short Term Incentive Plan, gainsharing plan or other plan or program designated by the Committee.”

2. By adding a new Section 3.1(e) to read as follows:

      “(e) Deferral of Other Categories of Incentive Compensation. For each Plan Year commencing on or after January 1, 2004, Participants can defer payments made under the Company’s gainsharing plan. Deferrals of gainsharing plan payments shall be made on the same terms and subject to the same conditions as deferrals under Section 3.1(d); provided, however, that deferrals of any gainsharing plan payments in 2004 shall be made pursuant to a deferral agreement between a Participant and the Company which agreement must be fully executed and delivered prior to the date on which 2004 payments under the gainsharing plan are scheduled to be made. The provisions of the preceding sentence shall apply notwithstanding the second sentence of Section 3.2 regarding the time by which a deferral election must be made under the Plan. From time to time, the Committee may designate, in writing and in its sole discretion, other categories of incentive Compensation which can be deferred hereunder. Deferrals of such other categories of incentive Compensation shall be made on the same terms and subject to the same conditions as deferrals under Section 3.1(d).

The Plan shall remain the same in all other respects.

IN WITNESS WHEREOF, the Company has caused this Second Amendment to be signed on its behalf by its duly authorized officers this 22nd day of April, 2004, but effective as of January 1, 2004.

OLD NATIONAL BANCORP

By: /s/ Jeffrey L. Knight

      Jeffrey L. Knight, Corporate Secretary

ATTEST:

/s/ Mike Ledbetter

EX-10.(F) 7 exhibit6.htm EX-10.(F) EX-10.(f)

THIRD AMENDMENT TO THE
SUPPLEMENTAL DEFERRED COMPENSATION PLAN
FOR SELECT EXECUTIVE EMPLOYEES OF
OLD NATIONAL BANCORP AND SUBSIDIARIES
(As Amended and Restated Effective as of January 1, 2003)

WHEREAS, Old National Bancorp (the “Company”) maintains the Supplemental Deferred Compensation Plan for Select Executive Employees of Old National Bancorp and Subsidiaries (As Amended and Restated Effective as of January 1, 2003) (the “Plan”); and

WHEREAS, pursuant to the authority contained in Section 7.1 of the Plan, the Company has reserved the right to amend the Plan by action of its Board of Directors (the “Board”); and

WHEREAS, the Board has determined that the Plan should be amended to freeze participation in the Plan and to freeze benefits accrued under the Plan as of December 31, 2004;

NOW, THEREFORE, pursuant to the authority reserved to the Company under Section 7.1 of the Plan, the Plan is hereby amended, effective as of December 31, 2004, as follows:

1. By adding the following sentence to the end of Article II of the Plan:

“Notwithstanding the foregoing, no current or future Employee of the Employer, who is not already a Participant in the Plan as of December 31, 2004, shall become a Participant in the Plan after December 31, 2004.”

  2.   By adding the following sentence to the end of Section 3.1(a):

“No Participant Salary Deferral Contributions may be made to the Plan for any Plan Year commencing after December 31, 2004.”

  3.   By adding the following sentence to the end of Section 3.1(b):

“Notwithstanding the foregoing, Compensation earned after December 31, 2004 will not be used to determine any benefit under the Plan.”

  4.   By adding the following sentence to the end of Section 3.1(d):

“Bonus Deferral Agreements may not be made under the Plan for any Plan Year commencing after December 31, 2004. Notwithstanding the preceding sentence, Gainsharing payments accrued in or for the 2004 Plan Year, even if paid in the 2005 Plan Year, may be contributed to the Plan pursuant to a Bonus Deferral Agreement timely and properly made prior to the 2005 Plan Year.”

  5.   By adding the following sentence to the end of Section 3.3(a):

“Supplemental Employer Matching Contributions shall not be made to the Plan for any Plan Year commencing after December 31, 2004. Notwithstanding the preceding sentence, Supplemental Employer Matching Contributions accrued in or made for the 2004 Plan Year, even if paid in the 2005 Plan Year, may be contributed to the Plan.”

  6.   By adding the following sentence to the end of Section 3.3(b):

“Supplemental Employer Contributions (i.e., discretionary or profit sharing contributions) shall not be made to the Plan for any Plan Year commencing after December 31, 2004. Notwithstanding the preceding sentence, Supplemental Employer Contributions accrued in or made for the 2004 Plan Year, even if paid in the 2005 Plan Year, may be contributed to the Plan.”

7. By adding the following new Supplement A to the Plan:

"SUPPLEMENT A
FREEZE OF THE PLAN

A-1 Application. The purpose of this Supplement is to freeze the Plan effective December 31, 2004. The provisions of this Supplement supersede the provisions of the Plan to the extent necessary to eliminate any inconsistency between the Plan and this Supplement.

A-2 Freeze Effective Date. Notwithstanding any provision of the Plan to the contrary, the Plan will be “frozen” effective December 31, 2004 (the “Freeze Date”) in accordance with the provisions of the Plan as modified by this Supplement.

A-3 Cessation of Benefit Accrual. Except as otherwise provided in this Third Amendment, Participants will not accrue any additional benefits after the Freeze Date. Investment credits earned after the Freeze Date shall continue to be allocated to Individual Accounts, however, pursuant to Article III and IV.

A-4 Continued Participation. All Employees who are Participants in the Plan on the Freeze Date will continue as Participants with respect to their Individual Accounts until the balances in those Individual Accounts are distributed to them or to their beneficiaries as provided in the Plan or until the Plan is either merged with another non-qualified plan of the Company or terminated.

A-5 Distribution of Benefits. No distribution of benefits will be made to or for the benefit of Participants as a result of the freeze of the Plan. Benefits will be paid at the time and in the manner provided for in the Plan.”

8. The Plan shall remain the same in all other respects.

IN WITNESS WHEREOF, the Company has caused this Third Amendment to be signed on its behalf by its duly authorized officers this 9th day of December, 2004, but effective as of December 31, 2004.

OLD NATIONAL BANCORP

      By /s/ Jeffrey L. Knight

      Jeffrey L. Knight, Corporate Secretary

ATTEST:

/s/ Allen R. Mounts
Allen R. Mounts, Senior Vice President

EX-10.(G) 8 exhibit7.htm EX-10.(G) EX-10.(g)

2005 EXECUTIVE DEFERRED COMPENSATION PLAN

(Effective as of January 1, 2005)

1

2005 EXECUTIVE DEFERRED COMPENSATION PLAN

TABLE OF CONTENTS

                 
            Page
INTRODUCTION
             1  
                 
                         
ARTICLE I            DEFINITIONS
             1  
 
                
1.1 “Adjustment”
     1                  
1.2 “Board”
     1                  
1.3 “Code
     1                  
1.4 “Committee”
     1                  
1.5 “ Compensation”
     1                  
1.6 “ Disabled” or “Disability” 1
                
1.7 “Discretionary Employer
                
Contribution”
     2                  
1.8 “ Effective Date”
     2                  
1.9 “Employee”
     2                  
1.10 “Employer”
     2                  
1.11 “Employer Matching Account” 2
                
1.12 “Individual Account” 2
                
1.13 “Participant”
     2                  
1.14 “Plan”
     2                  
1.15 “Plan Year”
     2                  
1.16 “Salary Deferral Contributions” 2
                
1.17 “Stock Ownership and Savings
                
Plan”
     2                  
1.18 “Subsidiary” or “Subsidiaries” 2
                
1.19 “Unforeseeable Emergency” 3
                
         
ARTICLE II            ELIGIBILITY AND PARTICIPATION
     3  
          

ARTICLE III    CONTRIBUTIONS AND ALLOCATIONS                                   3
- --------------------------------------------

3.1  Participant Salary Deferral
Contributions                                                                  3

3.2  Compensation Deferral Election                                            5

3.3  Employer Contributions                                                    5

3.4 Allocation of Contributions and
Adjustments                                                                    6


ARTICLE IV    INVESTMENT OF CONTRIBUTIONS                                            7
- -----------------------------------------

4.1  Investment Options                                           7

4.2  Crediting of Adjustments                                     7

4.3  Notification to Participants                                 7

4.4  Unsecured Contractual Rights                                 7
                         
ARTICLE V            DISTRIBUTIONS
             8  
 
                
5.1 Time of Payment of Benefits
     8          
5.2 Methods of Payment
             8          
5.3 Beneficiary Designation
     9          
5.4 Suspension of Distributions on
                
Insolvency of Employer
             10          
5.5 Suspension of Installment
                
Distributions Upon Reinstatement
     10          
                         
ARTICLE VI            PLAN ADMINISTRATION
             10  
 
                
6.1 Appointment of the Committee
     10          
6.2 Powers and Responsibilities of the
                
Committee
             11          
6.3 Liabilities
             11          
6.4 Claims and Review Procedure
     12           

ARTICLE VII    AMENDMENT AND TERMINATION OF THE PLAN                           15
- ----------------------------------------------------

7.1  Amendment of the Plan                                  15

7.2  Termination of the Plan                                15
                         
ARTICLE VIII            MISCELLANEOUS
             15  
 
                
8.1 Governing Law
             15          
8.2 Headings and Gender
     15          
8.3 Participant’s Rights; Acquittance
     15          
8.4 Spendthrift Clause
     16          
8.5 Counterparts
             16          
8.6 No Enlargement of Employment
                
Rights
             16          
8.7 No Guarantee
             16          
8.8 Limitations on Liability
     16          
8.9 Incapacity of Participant or
                
Beneficiary
             16          
8.10 Corporate Successors
     16          
         
SIGNATURES
     17  
         

2

INTRODUCTION

The purpose of this Plan is to permit a select group of management or highly compensated employees of Old National Bancorp or its Subsidiaries (the “Employer”) to elect to defer compensation from the Employer or receive contributions from the Employer without regard to the limitations imposed by the Internal Revenue Code of 1986, as amended, on the benefits which may accrue to such employees under the Old National Bancorp Employee Stock Ownership and Savings Plan and the Old National Bancorp Employees’ Retirement Plan. It is the intention of the Employer that the Plan shall constitute (i) an unfunded arrangement maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended, and (ii) a plan of deferred compensation for purposes of Section 409A of such Code.

ARTICLE I

DEFINITIONS

Whenever the initial letter of a word or phrase is capitalized herein, the following words and phrases shall have the meanings stated below unless a different meaning is plainly required by the context:

1.1 “Adjustment” means the net increases and decreases in the value of the Individual Account of each Participant as described in Article IV.

1.2 “Board” means the Board of Directors of Old National Bancorp.

1.3 “Code” means the Internal Revenue Code of 1986, as amended from time to time. References to a section of the Code shall include that section and any comparable section or sections of any future legislation that amends, supplements or supersedes said section.

1.4 “Committee” means the Compensation Committee of the Board, or a duly authorized officer of the Employer empowered by such Committee to act on its behalf, responsible for administering the Plan, as described in Section 6.2.

1.5 “Compensation”, for the purposes of this Plan, means the Participant’s Compensation as defined in and calculated for purposes of the Stock Ownership and Savings Plan for the same calendar year without regard to any limitations on the amount of such Compensation imposed on such Stock Ownership and Savings Plan by Code Section 401(a) (17).

1.6 “Disabled” or “Disability” means the inability of a Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months. For purposes of this section, a Participant who, by reason of any medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of not less than twelve (12) months, is receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan sponsored by the Employer shall be deemed to be Disabled. The Committee shall be the sole and final judge of Disability, as defined herein, after consideration of such evidence as it may require, including the reports of such physician or physicians as it may designate.

1.7 “Discretionary Employer Contributions” means contributions made to the Plan by the Employer for the Plan Year in accordance with the provisions of Section 3.3(b) and allocated to a Participant’s Individual Account. Although the term “contribution” is used herein for ease of reference, credits to Participants’ Individual Accounts under the Plan are merely credits to a bookkeeping account.

1.8 “Effective Date” of the Plan means January 1, 2005.

1.9 “Employee” means any person who is employed by the Employer or by a Subsidiary as a salaried or commissioned executive employee.

1.10 “Employer” means Old National Bancorp and its Subsidiaries.

1.11 “Employer Matching Contributions” means contributions made to the Plan by the Employer for the Plan Year in accordance with the provisions of Section 3.3(a) and allocated to a Participant’s Individual Account. Although the term “contribution” is used herein for ease of reference, credits to Participants’ Individual Accounts under the Plan are merely credits to a bookkeeping account.

1.12 “Individual Account” means the individual bookkeeping account maintained for each Participant in accordance with the terms of the Plan.

1.13 “Participant” means an Employee who is eligible to participate in the Plan pursuant to the provisions of Article II of the Plan and who has not been declared ineligible to participate in the Plan by the Compensation Committee of the Board.

1.14 “Plan” means the 2005 Executive Deferred Compensation and amendments thereto.

1.15 “Plan Year” means the twelve (12) month period beginning January 1 and ending December 31.

1.16 “Salary Deferral Contributions” means contributions made to the Plan pursuant to Section 3.1 by the Employer, at the election of the Participant, in lieu of cash Compensation, under a Compensation Deferral Election (as defined in Section 3.2) between the Participant and the Employer. Although the term “contribution” is used herein for ease of reference, credits to Participants’ Individual Accounts under the Plan are merely credits to a bookkeeping account.

1.17 “Stock Ownership and Savings Plan” means the Old National Bancorp Employee Stock Ownership and Savings Plan, as amended from time to time.

1.18 “Subsidiary” or “Subsidiaries” means any corporation more than fifty percent (50%) of whose total combined voting stock of all classes is held by the Employer or by another corporation qualifying as a Subsidiary within this definition.

1.19 “Unforeseeable Emergency” means a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant, the Participant’s spouse, or a dependent [as defined in Code Section 152(a)] of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The Committee shall be the sole and final judge of Unforeseeable Emergency, as defined herein, after consideration of such evidence as it may require, including the financial statements and records of the Participant.

ARTICLE II

ELIGIBILITY AND PARTICIPATION

An Employee shall be eligible to participate in the Plan for a Plan Year for purposes of making Salary Deferral Contributions pursuant to Section 3.1 if he or she satisfies, prior to the beginning of that Plan Year, the eligibility requirements established by the Committee in its sole and absolute discretion for that Plan Year for purposes of making such contributions to the Plan.

An Employee shall be eligible to participate in the Plan for a Plan Year for purposes of receiving either Employer Matching Contributions pursuant to Section 3.3 (a) or Discretionary Employer Contributions pursuant to Section 3.3 (b) if he or she has “Excess Compensation” for such Plan Year. For purposes of the Plan “Excess Compensation” means Compensation in excess of the applicable dollar limitation in effect for a Plan Year under Code Section 401(a) (17).

An Employee who becomes eligible to participate in the Plan for a Plan Year shall not automatically be eligible to participate in the Plan for any subsequent Plan Year. The Committee shall annually determine the continuing eligibility of an Employee for participation in the Plan for any subsequent Plan Year following the Plan Year in which the Employee first becomes eligible to participate in the Plan.

An Employee who has been declared ineligible to participate in the Plan by the Compensation Committee of the Board shall not become a Participant in the Plan notwithstanding any other provision of the Plan to the contrary.

ARTICLE III

CONTRIBUTIONS AND ALLOCATIONS

3.1 Participant Salary Deferral Contributions.

  (a)   Amount of Contribution. Subject to the limitations set forth in subsection (b) of this Section 3.1, the Employer shall credit, as Salary Deferral Contributions on behalf of each Participant (excluding a Limited Participant) under the Plan for the Plan Year, such percentage of such Participant’s Compensation as may be elected by the Participant prior to the beginning of each Plan Year on a form provided by the Committee for this purpose. In the case of the first Plan Year in which an Employee becomes a Participant, however, the foregoing election may be made no later than thirty (30) days after the date the Employee is initially eligible to participate in the Plan, with respect to services to be performed after the date of the election, and such election shall commence with respect to Compensation paid for the first payroll period which begins after the effective date of the election. Such deferral percentage shall remain in effect for each Plan Year thereafter until or unless another deferral percentage is elected by the Participant prior to the beginning of a subsequent Plan Year on a form provided by the Committee for this purpose.

  (b)   Limit on Contributions. The amount of a Participant’s Compensation that may be subject to Salary Deferral Contributions for a Plan Year may not exceed twenty-five percent (25%) of such Participant’s Compensation for such Plan Year. It is noted that pursuant to subsection (d), for any Plan Year, a Participant (excluding a Limited Participant) may defer up to seventy-five percent (75%) of any annual bonus under the Old National Executive Short Term Incentive Plans (“Short Term Incentive Plans”). As a result, the twenty-five percent (25%) of Compensation limitation on Salary Deferral Contributions shall be calculated by the Committee without regard to any bonus or other form of payment under the Short Term Incentive Plans.

  (c)   Timing of Contributions. Salary Deferral Contributions for the benefit of a Participant for any Plan Year shall be made to the Plan by the Employer as soon as administratively feasible following the date as of which such amounts would otherwise have been paid to the Participant.

  (d)   Deferral of Bonuses under Short Term Incentive Plans. In addition to the Salary Deferral Contributions described in subsection (a) and notwithstanding the limitations on the amount of Salary Deferral Contributions imposed by subsection (b), for each Plan Year the Employer shall also credit, as a Salary Deferral Contribution, such whole percentage, not to exceed seventy-five percent (75%), of a Participant’s annual bonus under the Short Term Incentive Plans as may be elected by the Participant (excluding a Limited Participant). The Participant must specify the whole percentage, not to exceed seventy-five percent (75%), of the annual bonus to be treated as a Salary Deferral Contribution, including any changes to such percentage, no later than December 31 of the Plan Year prior to the Plan Year during which the services are to be performed with respect to which such bonus is based. In the event the Participant fails to specify the foregoing percentage prior to December 31 of any Plan Year the percentage for the following Plan Year shall be deemed to be zero percent (0%). All Salary Deferral Contributions under this subsection (d) shall be made on a Bonus Deferral Election prescribed by the Committee for this purpose, which election form may be either separate from or a component of the Compensation Deferral Election described in Section 3.2. That portion of a bonus which is treated as a Salary Deferral Contribution for a Plan Year shall be credited to a Participant’s Individual Account as of the time prescribed for the payment of annual bonuses under the Short Term Incentive Plans.

3.2 Compensation Deferral Election. As a condition to the Employer’s obligation to credit Salary Deferral Contributions for the benefit of a Participant pursuant to Section 3.1, the Participant must execute a Compensation Deferral Election with the Employer, on such forms as shall be prescribed by the Committee for this purpose, in which it is requested that the Employer withhold payment of a portion of the Participant’s Compensation, as elected by the Participant, and credit such withheld amount to the Participant’s Individual Account at the times set forth in the Plan. Except as otherwise provided in Section 3.1(a) with respect to a Participant’s initial year of participation under the Plan, the Compensation Deferral Election for any Plan Year must be executed and delivered by the Participant to the Employer prior to the first day of the Plan Year in which are to be performed the services to which the Compensation Deferral Election relates. The Participant’s election to defer a portion of his or her Compensation for a Plan Year, once made, shall be irrevocable for such year, except that upon written application by a Participant the Committee, in its sole discretion, may waive the Participant’s election to defer Compensation if the Participant has suffered an Unforeseeable Emergency which results in a severe financial hardship. Such waiver shall apply to the portion of the Plan Year remaining after the Committee’s determination that the Participant has suffered a severe financial hardship. The effective date of the waiver shall be fixed by the Committee after application by the Participant under such procedures as may be fixed by the Committee. The Participant’s application shall include a signed statement of the facts causing financial hardship and any other facts required by the Committee in its discretion. The circumstances that will constitute an Unforeseeable Emergency will depend upon the facts of each case; however, the Committee shall not grant any waiver of a Participant’s deferral election to the extent that his or her hardship may be relieved (i) through reimbursement or compensation by insurance or otherwise; (ii) by liquidation of Participant’s assets, to the extent liquidation of such assets would not itself cause severe financial hardship; or (iii) by cessation of salary deferral contributions under the Stock Ownership and Savings Plan. An unforeseeable emergency shall not include the need to send the Participant’s child to college or the desire to purchase a home. The foregoing provisions of this paragraph shall also apply to bonuses under the Short Term Incentive Plans which are the subject of a Bonus Deferral Election. Any waiver of a bonus deferral must be made by the Committee prior to the time the bonus to which the Bonus Deferral Election relates is payable.

3.3 Employer Contributions.

  (a)   Matching Contributions. The Employer shall make Employer Matching Contributions under the Plan for a Plan Year to the Individual Account of each Employee who is eligible for same for such Plan Year under the applicable provisions of Article II. The amount of such Employer Matching Contribution for a Participant for a Plan Year shall be equal to (A) minus (B), where: (A) is the sum of (i) the amount of the elective salary deferral contributions made by the Participant for the Plan Year to the Stock Ownership and Savings Plan, if any, plus (ii) the amount of the Salary Deferral Contributions made by the Participant for the Plan Year to the Plan, if any, such sum in no event to exceed four percent (4%) of the Participant’s Compensation for the Plan Year, without limitation under Code Section 401(a)(17); and (B) is the amount of the Employer’s matching contribution made to the Stock Ownership and Savings Plan for the Plan Year on behalf of the Participant, if any. Notwithstanding any provision of the Plan to the contrary, an otherwise eligible Participant shall not receive an allocation under the Plan of an Employer Matching Contribution for a Plan Year in the event that for such Plan Year he or she made no elective salary deferral contributions to the Stock Ownership and Savings Plan and no Salary Deferral Contributions to the Plan.

  (b)   Discretionary Employer Contributions. In addition to any Employer Matching Contributions made to the Plan under subsection (a), the Employer may, but shall not be required to, make Discretionary Employer Contributions under the Plan for a Plan Year to the Individual Account of each Employee who is eligible for same for such Plan Year under the applicable provisions of Article II. The amount of such Discretionary Employer Contribution for a Participant for a Plan Year shall be the amount of the Employer’s discretionary or profit sharing contribution to the Stock Ownership and Savings Plan on behalf of the Participant, if any, which could not be allocated to the Participant’s individual account under that plan due to the Participant’s Excess Compensation for the Plan Year.

  (c)   Timing of Contributions. Employer Matching and Discretionary Employer Contributions made for the benefit of a Participant for any Plan Year shall be credited to a Participant’s Individual Account at the same time(s) as matching and discretionary employer contributions, respectively, are allocated to Participants’ accounts under the Stock Ownership and Savings Plan.

3.4 Allocation of Contributions and Adjustments.

  (a)   Individual Account. The Committee shall establish and maintain on behalf of each Participant a bookkeeping account, to be known as the Individual Account, to which the Committee shall credit as soon as administratively feasible all amounts allocable to each Participant’s Individual Account pursuant to this Article III.

  (b)   Determinations of Adjustments. In addition to the contribution allocations made pursuant to Sections 3.1 and 3.3, the Committee shall determine the Adjustments allocable to the Individual Account during the applicable Plan Year pursuant to Section 4.2.

  (c)   Allocation of Adjustments. All Adjustments attributable to an Individual Account shall be allocated daily except for hypothetical investment credits attributable to the Index Fund (described in Section 4.1), which shall be accrued on a daily basis but allocated as of the last day of each calendar month.

ARTICLE IV

INVESTMENT OF CONTRIBUTIONS

4.1 Investment Options. A Participant may elect, on an electronic or manual investment election platform provided by the Committee for this purpose, to hypothetically invest his or her Individual Account, in whole percentages not to exceed one hundred percent (100%), in one or both of the following options: (i) a Company Stock Fund; or (ii) an Index Fund. An investment election, once made, shall remain in effect until superseded by a subsequent investment election made by the Participant. Any investment election may be prospectively changed by a superseding investment election as of any day during the Plan Year. In the absence of an initial investment election, Individual Accounts shall automatically be deemed invested in the Index Fund. For purposes of this Section 4.1, the Company Stock Fund is a hypothetical investment account which purchases only common stock of Old National Bancorp; and the Index Fund is a hypothetical investment account with a rate of return based on a recognized market index, as determined by the Committee in its sole and absolute discretion prior to each Plan Year. The Committee, in its sole and absolute discretion, may determine the rate of return of the hypothetical Index Fund by using any formula or other methodology it deems prudent and the Committee may, in its sole and absolute discretion, change such formula or other methodology at any time and from time to time as it deems prudent to do so; provided, however, no such change shall be applied retroactively if such application would result in a reduction of the rate of return in effect for a Plan Year.

4.2 Crediting of Adjustments. On a daily basis the Individual Account of each Participant shall be credited with the sum of: (1) the balance credited to such Account as of the end of the preceding day; (2) the contributions to be allocated that day to such Account; (3) the distributions from such Account, if any, on that day; and (4) the hypothetical investment credits under Section 4.1 attributable to the Company Stock Fund, including stock dividends and splits, allocable to such Account. On a monthly basis, as of the last day of the calendar month, the Individual Account of each Participant shall be credited with the hypothetical investment credits under Section 4.1 allocable to such Account.

4.3 Notification to Participants. For each Plan Year, as soon as administratively feasible, and in no event later than the due date of the Participant’s Bonus Deferral Election under Section 3.1 or Compensation Deferral Election under Section 3.2 for such Plan Year, the Committee shall notify each Participant of the recognized market index selected for such Plan year by the Committee for purposes of the hypothetical Index Fund under Section 4.1.

4.4 Unsecured Contractual Rights. The Plan at all times shall be unfunded and shall constitute a mere promise by the Employer to make benefit payments in the future. Notwithstanding any other provision of this Plan, neither a Participant nor his designated beneficiary shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Employer prior to the time benefits are paid as provided in Article V, including any Compensation deferred hereunder by the Participant. All rights created under this Plan shall be mere unsecured contractual rights of the Participant against the Employer.

ARTICLE V

DISTRIBUTIONS

5.1 Time of Payment of Benefits. All amounts credited to a Participant’s Individual Account, including any Adjustments credited in accordance with Section 4.2, shall be distributed, if payable in a single lump sum, or shall commence to be distributed, if payable in annual installments, in the month of January following the date as of which the Participant incurs a distributable event (as defined herein). Subsequent installments shall be paid each January thereafter until exhausted. For all purposes under the Plan, a distributable event with respect to each Participant shall occur on the earliest of the following dates: (i) the Participant’s death while actively employed, (ii) the date on which the Committee makes a determination that the Participant is Disabled; (iii) the occurrence of an Unforeseeable Emergency; (iv) to the extent provided by the Secretary of Treasury and provided that the Plan is not continued as described in Section 8.10, a change in the ownership or effective control of the Employer or in the ownership of a substantial portion of the assets of the Employer; or (v) the Participant’s separation from service as determined by the Secretary of Treasury. For purposes of the preceding distributable event (v), in the case of a “key employee” [as defined in Code Section 416(i)] of the Employer, distributions may not be made earlier than six (6) months after the date of separation from service. For purposes of the preceding distributable event (iii), as determined under Treasury regulations, the amounts distributed with respect to an emergency may not exceed the amounts necessary to satisfy such emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship to the Participant).

5.2 Methods of Payment. A Participant’s Individual Account shall be distributed in cash only to the Participant, or to his designated beneficiary in the event of his death, in one of the following methods effectively elected by the Participant in his Benefit Election Form as described in (c) below:

(a) A single lump sum; or

  (b)   Annual installments payable over a period of anywhere from two (2) to ten (10) years, as selected by the Participant.

  (c)   A Participant’s election of the form in which his benefits hereunder shall be distributed must be made by delivering a Benefit Election Form to the Committee at the time of his or her initial compensation or bonus deferral election under the Plan. If the Participant does not elect a form of distribution, or such election is not properly made, the Participant’s Individual Account balance shall be paid in the form of single lump sum.

  (d)   Except as otherwise provided in Section 5.5, a Benefit Election Form is irrevocable once Plan benefits are paid or commence to be paid. Prior thereto a Benefit Election Form is revocable by the Participant and may be superseded by delivering a new Benefit Election Form to the Committee; provided, however, that: (i) any subsequent Benefit Election Form may not take effect until at least twelve (12) months after the date on which the election is made; (ii) in the case of a subsequent election related to the Participant’s separation from service or a change in the ownership or effective control of the Employer or in the ownership of a substantial portion of the Employer’s assets, the first payment with respect to which such election is made must be deferred for a period of not less than five (5) years from the date such payment would otherwise have been made; and (iii) no subsequent Benefit Election Form may be made less than twelve (12) months prior to the date of the first regularly scheduled payment under the Plan.

  (e)   A Benefit Election Form must be fully completed, dated, signed by the Participant and timely delivered to the Committee, or to any individual designated by the Committee to receive such forms on its behalf, in order to be of full force and effect. Any such form which is incomplete, undated, unsigned or untimely delivered shall be of no force or effect.

  (f)   In the event a Participant elects an annual installment method, the initial annual installment amount will be the Individual Account balance, determined as of the end of the preceding Plan Year, otherwise payable in a single sum multiplied by a fraction, the numerator of which is one (1) and the denominator of which is the number of years, two (2) through ten (10), over which the installments shall be paid, as selected by the Participant. Subsequent annual installments will also be a fraction of the unpaid Individual Account balance determined as of the end of the preceding Plan Year, the numerator of which is always one (1) but the denominator of which is the denominator used in calculating the previous installment minus one (1). For example, if the Participant elects an installment payment of his account over a three (3) year period, the initial installment will be one-third (1/3) of the single sum account balance, the second installment will be one-half (1/2) of the remaining account balance and the third and final installment will be the entirety (1/1) of the remaining account balance.

5.3 Beneficiary Designation. A Participant may designate one or more primary or contingent beneficiaries for the receipt of any death benefit payable on his behalf from the Plan. Such designation must be in writing on a Beneficiary Designation Form prepared by the Committee for this purpose. To be effective a Beneficiary Designated Form must be fully completed, dated, signed by the Participant and delivered to the Committee prior to the date of the Participant’s death. Any such form which is incomplete, undated, unsigned by the Participant or untimely delivered to the Committee shall be of no force or effect. If the Participant fails to designate a beneficiary, or if such designation shall for any reason be illegal or ineffective, or if no designated beneficiary survives the Participant, his benefits under the Plan shall be paid: (i) to his surviving spouse; (ii) if there is no surviving spouse, to his descendants (including legally adopted children or their descendants) per stirpes; (iii) if there is neither a surviving spouse nor surviving descendants, to the duly appointed and qualified executor or other personal representative of the Participant to be distributed in accordance with the Participant’s will or applicable intestacy law; or (iv) in the event that there shall be no such representative duly appointed and qualified within thirty (30) days after the date of death, would be entitled to share in the distribution of the Participant’s estate under the provisions of the applicable statute then in force governing the descent of intestate property, in the proportions specified in such statute. The Committee may determine the identity of the distributees, and in so doing may act and rely upon any information it may deem reliable upon reasonable inquiry, and upon any affidavit, certificate, or other paper believed by it to be genuine, and upon any evidence believed by it to be sufficient.

5.4 Suspension of Distributions on Insolvency of Employer. The Employer shall cease the payments of benefits to Participants and their beneficiaries if the Employer is Insolvent. For purposes of the Plan, the Employer shall be considered “Insolvent” if:

(i) it is unable to pay its debts as they become due; or

  (ii)   it is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.

During such period, the Employer shall hold the assets of the Plan, if any, for the benefit of the Employer’s general creditors. Nothing in this Plan shall in any way diminish any rights of Participants and their designated beneficiaries as general creditors of the Employer with respect to benefits due under the Plan or otherwise. The Employer shall resume the payment of benefits to Participants or their beneficiaries in accordance with the preceding provisions of this Article V upon the termination of its Insolvency. Provided there are sufficient assets, if the Employer discontinues the payment of benefits pursuant to this Section 5.4 and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Participants or their beneficiaries under the terms of the Plan for the period of such discontinuance.

5.5 Suspension of Installment Distributions Upon Reinstatement. If a former salaried executive Employee of the Employer who is receiving annual installments pursuant to Section 5.2(b) is re-employed as a salaried executive Employee of the Employer and designated by the Committee as an eligible Participant in the Plan pursuant to Article II upon such re-employment, then the distribution of the remaining unpaid installments as of such reinstatement shall be suspended. Such unpaid installments shall not thereafter be distributed until such Participant incurs another distributable event, as described in Section 5.1, subsequent to such reinstatement. Upon the occurrence of such subsequent distributable event the unpaid installments shall be distributed in accordance with the provisions of this Article V in effect as of, and based on the Participant’s Benefit Election Form for, such subsequent distributable event.

ARTICLE VI

PLAN ADMINISTRATION

6.1 Appointment of the Committee. The Compensation Committee of the Board, or a duly authorized officer of the Employer empowered by the Committee to act on its behalf, shall be responsible for administering the Plan, and the Committee shall be charged with the full power and the responsibility for administering the Plan in all its details.

6.2 Powers and Responsibilities of the Committee.

  (a)   The Committee shall have all powers necessary administer the Plan, including the power to construe and interpret the Plan documents; to decide all questions relating to an individual’s eligibility to participate in the Plan; to determine the amount, manner and timing of any distribution of benefits or withdrawal under the Plan; to resolve any claim for benefits in accordance with Section 6.4, and to appoint or employ advisors, including legal counsel, to render advice with respect to any of the Committee’s responsibilities under the Plan. Any construction, interpretation, or application of the Plan by the Committee shall be final, conclusive and binding. All actions by the Committee shall be taken pursuant to uniform standards applied to all persons similarly situated.

  (b)   Records and Reports. The Committee shall be responsible for maintaining sufficient records to determine each Participant’s eligibility to participate in the Plan, and the Compensation of each Participant for purposes of determining the amount of contributions that may be made by or on behalf of the Participant under the Plan.

  (c)   Rules and Decisions. The Committee may adopt such rules as it deems necessary, desirable, or appropriate in the administration of the Plan. All rules and decisions of the Committee shall be applied uniformly and consistently to all Participants in similar circumstances. When making a determination or calculation, the Committee shall be entitled to rely upon information furnished by a Participant or beneficiary, the Employer or the legal counsel of the Employer.

  (d)   Application and Forms for Benefits. The Committee may require a Participant or beneficiary to complete and file with it an application for a benefit, and to furnish all pertinent information requested by it. The Committee may rely upon all such information so furnished to it, including the Participant’s or beneficiary’s current mailing address.

  (e)   Delegation. The Committee may authorize one or more officers of the Employer to perform administrative responsibilities on its behalf under the Plan. Any such duly authorized officer shall have all powers necessary to carry out the administrative duties delegated to such officer by the Committee.

6.3 Liabilities. The individual members of the Committee shall be indemnified and held harmless by the Employer with respect to any alleged breach of responsibilities performed or to be performed hereunder.

6.4 Claims and Review Procedure.

  (a)   Procedures Governing Benefit Claims. A “Benefit Claim” means a request for a Plan benefit or benefits, made by a Claimant or by an authorized representative of a Claimant, which complies with the Plan’s procedures for making benefit claims. “Claimant” means a Participant, a surviving spouse of a Participant, a Beneficiary, or an Alternate Payee, who is claiming entitlement to the payment of any benefit under the Plan.

  (b)   Notification of Benefit Determinations. The Committee will notify a Claimant, in accordance with subsection (c) below, of the Plan’s benefit determination within a reasonable period of time after the termination of a Participant’s employment or after the Committee’s receipt of a Benefit Claim, but not later than 90 days (45 days in the case of a Disability Claim) after receipt of the Benefit Claim by the Committee. If special circumstances require an extension of time for processing the Benefit Claim, the Committee will notify the Claimant of the extension prior to the termination of the initial period described above. The notice will indicate the special circumstances requiring the extension of time and the date by which the Plan expects to make the benefit determination. In no event will the extension exceed a period of 90 days from the end of the initial period.

In the case of a Disability Claim, the extension period will not exceed 30 days, unless prior to the end of first 30-day extension period, the Committee determines that, due to matters beyond its control, a decision cannot be rendered within the extension period, in which case the period for making the determination may be extended for an additional 30 days. Every Disability Claim notice will specifically explain the standards on which entitlement to a benefit is based, the unresolved issues that prevent a decision on the claim, the additional information needed to resolve those issues and the Claimant’s right to provide the specified information within 45 days. If the extension is in effect due to the Claimant’s failure to submit information necessary to decide a Disability Claim, the period for making the benefit determination will be tolled from the date on which the notice of the extension is sent to the Claimant until the date on which the Claimant responds to the request for information. The term “Disability Claim” means a request for a Plan benefit made by a Claimant due to the purported Disability of a Plan Participant.

  (c)   Manner and Content of Notification of Benefit Determinations. All notices given by the Committee under the Plan will be given to a Claimant, or to his authorized representative, in a manner that satisfies the standards of 29 CFR 2520.104b-1(b) as appropriate with respect to the particular material required to be furnished or made available to that individual. The Committee may provide a Claimant with either a written or an electronic notice of the Plan’s benefit determination. Any electronic notification will comply with the standards imposed by 29 CFR 2520.104b-1(c)(1)(i), (iii) and (iv). In the case of an Adverse Benefit Determination, the notice will set forth, in a manner calculated to be understood by the Claimant:

(i) The specific reasons for the adverse determination;

(ii) Reference to the specific Plan provisions (including any internal rules, guidelines, protocols, criteria, etc.) on which the determination is based;

(iii) A description of any additional material or information necessary for the Claimant to complete the claim and an explanation of why such material or information is necessary;

(iv) For a Disability Claim, the identification of any medical or vocational experts whose advice was obtained on behalf of the Plan in connection with Claimant’s Adverse Benefit Determination, without regard to whether the advice was relied upon; and

(v) A description of the Plan’s review procedures and the time limits applicable to such procedures.

  (d)   Appeal of Adverse Benefit Determinations. A Claimant who receives an Adverse Benefit Determination and desires a review of that determination must file, or his authorized representative must file on his behalf, a written request for a review of the Adverse Benefit Determination, not later than 60 days (180 days for a Disability Claim) after receiving the determination.

The written request for a review must be filed with the Committee. Upon receiving the written request for review, the Committee will advise the Claimant, or his authorized representative, in writing that:

(i) The Claimant, or his authorized representative, may submit written comments, documents, records, and any other information relating to the claim for benefits; and

(ii) The Claimant will be provided, upon request of the Claimant or his authorized representative, reasonable access to, and copies of, all documents, records, and other information relevant to the Claimant’s Benefit Claim, without regard to whether those documents, records, and information were considered or relied upon in making the Adverse Benefit Determination that is the subject of the appeal.

  (e)   Benefit Determination on Review. All appeals by a Claimant of an Adverse Benefit Determination will receive a full and fair review by an appropriate named fiduciary of the Plan. In the case of a Disability Claim, the named fiduciary will not be: (i) the party who made the Adverse Benefit Determination that is the subject of the appeal, nor (ii) the subordinate of that party. In performing this review for a Disability Claim, the named fiduciary will take into account all comments, documents, records, and other information submitted by the Claimant (or the Claimant’s authorized representative) relating to the claim, without regard to whether the information was submitted or considered in the initial benefit determination, and will not afford deference to the initial Adverse Benefit Determination. For a Disability Claim, the named fiduciary will consult with a healthcare professional who has appropriate training and experience in the field of medicine involved in the medical judgment and who was not consulted in connection with the Adverse Benefit Determination and who is not the subordinate of such an individual if the named fiduciary believes that such a consultation is necessary to properly complete the review process.

  (f)   Notification of Benefit Determination on Review. The Committee will notify a Claimant, in accordance with subsection (g) below, of the Plan’s benefit determination on review within a reasonable period of time, but not later than 60 days (45 in the case of a Disability Claim) after the Plan’s receipt of the Claimant’s request for review of an Adverse Benefit Determination. If, however, special circumstances require an extension of time for processing the review by the named fiduciary, the Claimant will be notified, prior to the termination of the initial 60 (or 45) day period, of the special circumstances requiring the extension and the date by which the Plan expects to render the Plan’s benefit determination on review, which will not be later than 120 days (90 days in the case of a Disability Claim) after receipt of a request for review. Provided, however, in the case of a Plan with a Committee or other group designated as the appropriate named fiduciary that holds regularly scheduled meetings at least quarterly, the time limit of this subsection will be modified in accordance with 29 CFR 2560.503-1(i)(1)(ii) or 29 CFR 2560.503-1(i)(3)(ii), whichever is applicable.

If the extension period is in effect for a Disability Claim but the extension is due to the Claimant’s failure to submit information necessary to decide a claim, the period for making the benefit determination on review will be tolled from the date on which notification of the extension is sent to the Claimant until the date on which the Claimant responds to the request for additional information.

  (g)   Manner and Content of Notification of Benefit Determination on Review. The Committee will provide a Claimant with notification of its benefit determination on review in a method described in subsection (c) above.

In the case of an Adverse Benefit Determination on review, the notification must set forth, in a manner calculated to be understood by the Claimant:

  (a)   The specific reasons for the adverse determination on review;

  (b)   Reference to the specific Plan provisions (including any internal rules, guidelines, protocols, criteria, etc.) on which the benefit determination on review is based;

  (c)   A statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the Claimant’s Benefit Claim, without regard to whether those records were considered or relied upon in making the Adverse Benefit Determination on review, including any reports, and the identities, of any experts whose advice was obtained.

  (h)   Court Action. No Participant or beneficiary shall have the right to seek judicial review of a denial of benefits, or to bring any action in any court to enforce a claim for benefits, prior to filing a claim for benefits and exhausting his rights to review under this Section 6.4.

ARTICLE VII

AMENDMENT AND TERMINATION OF THE PLAN

7.1 Amendment of the Plan. The Employer shall have the right at any time by action of the Board to modify, alter or amend the Plan in whole or in part.

7.2 Termination of the Plan. The Employer reserves the right at any time by action of the Board to terminate the Plan by resolution of the Board or to reduce or cease future contributions under the Plan at any time.

ARTICLE VIII

MISCELLANEOUS

8.1 Governing Law. The Plan shall be construed, regulated and administered according to the laws of the State of Indiana, except in those areas preempted by the laws of the United States of America in which case such laws will control.

8.2 Headings and Gender. The headings and subheadings in the Plan have been inserted for convenience of reference only and shall not affect the construction of the provisions hereof. In any necessary construction the masculine shall include the feminine and the singular the plural, and vice versa.

8.3 Participant’s Rights; Acquittance. No Participant shall have any right or interest in or to the Employer’s assets other than as specifically provided herein.

8.4 Spendthrift Clause. No benefit or interest available hereunder will be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Participant or the Participant’s designated beneficiary, either voluntarily or involuntarily.

8.5 Counterparts. This Plan may be executed in any number of counterparts, each of which shall constitute but one and the same instrument and may be sufficiently evidenced by any one counterpart.

8.6 No Enlargement of Employment Rights. Nothing contained in the Plan shall be construed as a contract of employment between the Employer and any person, nor shall the Plan be deemed to give any person the rights to be retained in the employ of the Employer or limit the right of the Employer to employ or discharge any person with or without cause, or to discipline any Employee.

8.7 No Guarantee. Neither the Committee nor the Employer in any way guarantees the amounts credited under the Plan from loss or depreciation, nor the payment of any money or other assets which may be or become due to any person from the Plan. No Participant shall have any recourse against the Employer or the Committee if the Employer’s assets are insufficient to provide benefits under the Plan.

8.8 Limitations on Liability. Notwithstanding any of the preceding provisions of the Plan, none of the Employer, the Committee and each individual acting as an employee or agent of any of them shall be liable to any Participant, Employee or beneficiary for any claim, loss, liability or expense incurred in connection with the Plan, except when the same shall have been judicially determined to be due to the gross negligence or willful misconduct of such person.

8.9 Incapacity of Participant or Beneficiary. If any person entitled to receive a distribution under the Plan is physically or mentally incapable of personally receiving and giving a valid receipt for any payment due (unless prior claim therefor shall have been made by a duly qualified guardian or other legal representative), then, unless and until claim therefor shall have been made by a duly appointed guardian or other legal representative of such person, the Employer may provide for such payment or any part thereof to be made to any other person or institution then contributing toward or providing for the care and maintenance of such person. Any such payment shall be a payment for the account of such person and a complete discharge of any liability of the Employer and the Plan therefor.

8.10 Corporate Successors. The Plan shall not be automatically terminated by a transfer or sale of assets of the Employer or by the merger or consolidation of the Employer into or with any other corporation or other entity (“Transaction”), but the Plan shall be continued after the Transaction only if and to the extent that the transferee, purchaser or successor entity agrees to continue the Plan. In the event that such transferee, purchaser or successor entity sponsors a non-qualified deferred compensation plan for its executive employees the Individual Account balances under this Plan may as part of the Transaction be transferred to such other plan, and the payment of the benefit liabilities of this Plan may be transferred to such other plan and become liabilities of such transferee, purchaser or successor entity, as set forth in the definitive agreement entered into by the Employer in connection with the Transaction.

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SIGNATURES

IN WITNESS WHEREOF, the Employer has caused this 2005 Executive Deferred Compensation Plan to be executed by its duly authorized officers this 10th day of December, 2004, but effective as of January 1, 2005.

OLD NATIONAL BANCORP

By: /s/ Allen R. Mounts

ATTEST:

By: /s/ G. Michael Ledbetter

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