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): July 9, 2012

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 July 9, 2012, the Board of Directors of Old National Bancorp (the "Company") appointed former Indiana Supreme Court Justice Randall T. Shepard to serve as a director for a term expiring at the 2013 annual meeting of shareholders. Mr. Shepard has not yet been assigned to any Board committees. Mr. Shepard has no relationships or transactions with the Company which are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr. Shepard 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. Directors are paid $1,500 for each Board meeting they attend. Board committee members (other than Audit Committee members) are paid $1,000 for each committee meeting attended, and Audit 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. Shepard 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 July 9, 2012 announcing the election of Mr. Shepard to the Company’s Board of Directors is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. 99.1 - Press Release issued by Old National Bancorp dated July 9, 2012.

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
July 9, 2012	By:	Jeffrey L. Knight
		Name: Jeffrey L. Knight
		Title: EVP, Chief Legal Counsel and Corporate Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press Release issued by Old National Bancorp dated July 9, 2012

EX-99.1

NEWS RELEASE

NYSE: ONB

oldnational.com

Contacts:

Media:
Kathy Schoettlin,
Chief Communications Officer
812-465-7269

FOR IMMEDIATE RELEASE –
July 9, 2012

Old National Appoints Former Chief Justice
Randall Shepard to Corporate Board of Directors

Evansville, Ind. (July 9, 2012) – Old National Bancorp today announced the appointment of former Chief Justice Randall Shepard to its Corporate Board of Directors. The board action took place to fill a vacancy created by the retirement of Joseph Barnette.

Shepard retired in March after serving on the Indiana Supreme Court for 27 years. As a corporate board member, he will define goals and enforce standards while providing oversight of the corporation.

“We are pleased to have Justice Shepard join our Board of Directors,” said Old National Board Chairman Larry Dunigan. “He will be a tremendous addition to our board bringing a wealth of knowledge and experience from the governmental and political arena.”

Shepard had been chief justice for a quarter of a century, making him the nation’s longest-serving state court chief justice.

Shepard is a Hoosier native. He is a graduate of Princeton University, as well as Yale Law School, and he earned a Master of Laws degree in the judicial process from the University of Virginia. Shepard served in city government and as a judge in Evansville and Vanderburgh County before being appointed to the Indiana Supreme Court in 1985. He has been recognized nationally for his service and expertise. In 2006, he was appointed by U.S. Supreme Court Chief Justice John Roberts to serve on a committee that advises the U.S. Supreme Court. Shepard was recently named the first Executive in Residence at the Indiana University Public Policy Institute in IU’s School of Public and Environmental Affairs in Indianapolis.

About Old National

Old National Bancorp is the largest financial services holding company headquartered in Indiana and, with $8.9 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 Old National Insurance which is one of the top 100 largest agencies in the US and the 10th largest bank-owned insurance agency. For more information and financial data, please visit Investor Relations at oldnational.com.

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