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): October 28, 2010

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

On October 28, 2010, the Board of Directors of Old National Bancorp (the "Company") appointed James T. Morris to serve as a director for a term expiring at the 2011 annual meeting of shareholders. Mr. Morris has not yet been assigned to any Board committees. Mr. Morris has no relationships or transactions with the Company which are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr. Morris will be compensated for his service on the Board of Directors of the Company and any committee of the Board on which he serves in accordance with the Company’s compensation arrangements for all outside directors. Outside directors of the Company are paid an annual retainer of $35,000 for serving as directors. Of this amount, directors receive $20,000 in cash and $15,000 in the form of Company stock. The retainer is paid in two equal installments in May and November. Board committee members (other than Audit Committee members) are paid $1,000 for each committee meeting attended, and A udit Committee members are paid $1,500 for each Audit Committee meeting attended. Committee fees are paid quarterly in the month following the end of the quarter, except fees for the last quarter of the year, which are paid in December.

In addition, Mr. Morris will be eligible to participate in a nonqualified deferred compensation plan, known as the "Directors Deferred Compensation Plan," for the Company’s non-employee directors. A director may defer 25%, 50%, 75%, or 100% of his cash compensation pursuant to this plan. The Company credits a director’s plan account with earnings based on the hypothetical earnings of an investment fund consisting of Company stock, the return on a recognized market index selected by the Compensation and Management Development Committee of the Board, or a combination of the two, as elected by the director.

A copy of a press release issued on November 3, 2010 announcing the election of Mr. Morris to the Company’s Board of Directors is attach ed hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

99.1 - Press Release issued by Old National Bancorp dated November 3, 2010.

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
November 3, 2010	By:	Jeffrey L. Knight
		Name: Jeffrey L. Knight
		Title: Executive Vice President, Chief Legal Counsel and Corporate Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press Release issued by Old National Bancorp on November 3, 2010.

EX-99.1

P.O. Box 718 • Evansville, IN 47705
NYSE Symbol: ONB

NEWS RELEASE

SUBJECT: Old National Appoints Jim Morris to Corporate Board of Directors

DATE: November 3, 2010

For Further Information Contact: Kathy Schoettlin, Old National Bancorp: 812-465-7269

EVANSVILLE, Ind. On Thursday, October 28, Old National Bancorp appointed Indiana business leader and philanthropist, Jim Morris to its Corporate Board of Directors. Morris currently serves as the President of Pacers Sports & Entertainment. As a corporate board member, Morris will define goals and enforce standards while providing oversight of the corporation.

“We are very pleased to welcome Jim to our Board of Directors,” said Old National Board Chairman Larry Dunigan. “The depth of his business expertise and leadership coupled with his passion for pubic service make him a tremendous asset to Old National.”

Jim Morris has served as president of Pacers Sports & Entertainment (PS&E) since 2008. Morris has enjoyed an extensive and diverse career that has been successful, both professionally and philanthropically. A graduate of Indiana University with a master’s degree from Butler University, Morris has spent much of his life in Indianapolis in a variety of key positions. He started with American Fletcher National Bank in 1965 after graduating from IU and from 1967 -73 served under former Mayor Richard G. Lugar as chief of staff. He then went to the Lilly Endowment, serving as its president from 1984-88 and from 1989-2002; he was the chairman and chief executive officer for IWC Resources Corporation and Indianapolis Water Company.

Before joining PS&E, Morris was the executive director for five years for the United Nations World Food Programme where he oversaw the world’s largest humanitarian agency. That rewarding position took him to many oppressed parts of the world as he worked on behalf of the hungry poor, particularly children – participating in numerous international meetings, including the U.N. Security Council.

Morris has received many honors, including 16 honorary degrees, throughout his career in recognition for service, particularly in the city of Indianapolis. He has also served on numerous boards and committees – including the chairman of the Indiana University Board of Trustees, treasurer of the United States Olympic Committee and a member of the Board of Governors of the American Red Cross – devoting countless hours to various causes. He is currently Chairman of the Riley Foundation. His interests reflect: community development, core city revitalization; enhancing opportunities for young people, especially those at-risk; developing work issues; building a sense of community; fund-raising; philanthropy; and the independent sector.

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About Old National

Old National Bancorp, which celebrated its 175^th anniversary in 2009, is the largest financial services holding company headquartered in Indiana and, with $7.5 billion in assets, ranks among the top 100 banking companies in the United States. Since its founding in Evansville in 1834, Old National has focused on community banking by building long-term, highly valued partnerships with clients in its primary footprint of Indiana, Illinois and Kentucky. In addition to providing extensive services in retail and commercial banking, wealth management, investments and brokerage, Old National also owns one of the largest independent insurance agencies headquartered in Indiana, offering complete personal and commercial insurance solutions. For more information and financial data, please visit the Investor Relations section of the company’s website at oldnational.com.

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