EXHIBIT 4.3



                              OLD NATIONAL BANCORP
                           1999 EQUITY INCENTIVE PLAN

                                    SECTION 1

                              PURPOSE AND DURATION

     1.1. Establishment of the Plan. Old National Bancorp, an Indiana
corporation, hereby establishes an equity-based incentive compensation plan to
be known as the Old National Bancorp 1999 Equity Incentive Plan, set forth in
this document. This Plan permits the grant of Nonqualified Stock Options,
Incentive Stock Options, Stock Appreciation Rights, Restricted Stock,
Performance Units and Performance Shares. This Plan and the grant of Awards
hereunder are expressly conditioned upon the Plan=s approval by the shareholders
of the Company to the extent required. The Plan is adopted effective as of April
15, 1999, which is the date that the shareholders of the Company approved the
Plan, as specified in Section 10.2.

     1.2. Purposes of the Plan. The purposes of this Plan are to further the
growth and financial success of the Company and its Affiliates by aligning the
interests of the Participants, through the ownership of Shares and through other
incentives, with the interests of the Company=s shareholders; to provide
Participants with an incentive for excellence in individual performance; and to
promote teamwork among Participants. The Plan is further intended to provide
flexibility to the Company in its ability to motivate, attract, and retain the
services of Participants who make significant contributions to the Company=s
success and to allow Participants to share in the success of the Company.

                                    SECTION 2

                                   DEFINITIONS

     For purposes of this Plan, the following words and phrases shall have the
following meanings unless a different meaning is plainly required by the
context:

     2.1. "1934 Act" means the Securities Exchange Act of 1934, as amended.
Reference to a specific Section of the 1934 Act or regulation thereunder shall
include such section or regulation, any valid regulation promulgated under such
Section, and any comparable provision of any future legislation or regulation
amending, supplementing, or superseding such Section or regulation.


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     2.2. "Affiliate" means any corporation or any other entity (including, but
not limited to, partnerships, limited liability companies, joint ventures and
Subsidiaries) controlling, controlled by or under common control with the
Company.

     2.3. "Affiliated SAR" means an SAR that is granted in connection with a
related Option, and that automatically will be deemed to be exercised at the
same time that the related Option is exercised.

     2.4. "Award" means, individually or collectively, a grant under this Plan
of Nonqualified Stock Options, Incentive Stock Options, SARs, Restricted Stock,
Performance Units or Performance Shares.

     2.5. "Award Agreement" means the written agreement which sets forth the
terms and provisions applicable to each Award granted under this Plan.

     2.6. "Beneficiary" means the person or persons designated by a Participant
to receive the benefits under this Plan, if any, which become payable as a
result of the Participant=s death.

     2.7. "Board" or "Board of Directors" means the Board of Directors of the
Company serving at the time that this Plan is approved by the shareholders of
the Company or thereafter.

     2.8. "Cashless Exercise" means, if there is a public market for the Shares,
the payment of the Exercise Price of Options, (a) through a "same day sale"
commitment from the Participant and an NASD Dealer whereby the Participant
irrevocably elects to exercise the Option and to sell a portion of the Shares so
purchased in order to pay the Exercise Price, and whereby the NASD Dealer
irrevocably commits upon receipt of such stock to forward the Exercise Price
directly to the Company, or (b) through a "margin" commitment from the
Participant and an NASD Dealer whereby the Participant irrevocably elects to
exercise the Option and to pledge the Shares so purchased to the NASD Dealer in
a margin account as security for a loan from the NASD Dealer in the amount of
the Exercise Price and whereby the NASD Dealer irrevocably commits upon receipt
of such Shares to forward the Exercise Price directly to the Company.

     2.9. "Cause" means, for purposes of determining whether and when a
Participant has incurred a Termination of Service for Cause, any act or failure
to act which permits the Company to terminate the written agreement or
arrangement between the Participant and the Company or an Affiliate for "cause"
as defined in such agreement or arrangement or, in the event there is no such
agreement or arrangement or the agreement or arrangement does not define the
term "cause," then "Cause" for purposes of this Plan shall mean any act or
failure to act deemed to constitute "cause" under the Company=s established and
applied practices, policies, or guidelines applicable to the Participant.


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     2.10. "Change in Control" shall have the meaning assigned to such term in
Section 12.2.

     2.11. "Code" means the Internal Revenue Code of 1986, as amended. Reference
to a specific Section of the Code or regulation thereunder shall include such
Section or regulation, any valid regulation promulgated under such Section, and
any comparable provision of any future law, legislation, or regulation amending,
supplementing, or superseding such Section or regulation.

     2.12. "Committee" means the Compensation Committee of the Board, or such
other committee appointed by the Board pursuant to Section 3.1 to administer
this Plan, serving on the date that this Plan is approved by the shareholders of
the Company or thereafter.

     2.13. "Company" means Old National Bancorp, an Indiana corporation, and any
successor thereto. With respect to the definition of Performance Goals, the
Committee, in its sole discretion, may determine that "Company" means Old
National Bancorp and its Subsidiaries on a consolidated basis.

     2.14. "Covered Employee" means an Employee who is a covered employee as
defined in Section 162(m)(3) of the Code.

     2.15. "Director" means any individual who is a member of the Board of
Directors of the Company.

     2.16. "Disability" means a mental or physical illness that entitles the
Participant to receive benefits under the long-term disability plan of the
Company or an Affiliate. Notwithstanding the foregoing, a Disability shall not
qualify under this Plan if it is the result, as determined by the Committee in
its sole discretion, of (a) an intentionally self-inflicted injury or an
intentionally self-induced sickness, or (b) an injury or disease contracted,
suffered, or incurred while participating in a criminal offense. The
determination of a Disability for purposes of this Plan shall not be construed
to be an admission of a disability for any other purpose.

     2.17. "Effective Date" means April 15, 1999, which is the date that the
shareholders of the Company approved the Plan.

     2.18. "Employee" means all officers and key employees of the Company or an
Affiliate, whether such officers or key employees are so employed on the date
that this Plan is approved by the shareholders of the Company or become employed
subsequent to such approval.

     2.19. "Exercise Price" means the price at which a Share may be purchased by
a Participant pursuant to the exercise of an Option.

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     2.20. "Fair Market Value" means the per share closing price for the Shares,
as reported by the Nasdaq Stock Market or by such other exchange or market on
which the Shares are then listed or regularly traded, determined as of the day
on which the applicable Award is granted to a Participant.

     2.21. "Fiscal Year" means the annual accounting period of the Company.

     2.22. "Freestanding SAR" means an SAR that is granted independently of any
Option.

     2.23. "Grant Date" means, with respect to any Award granted under this
Plan, the date on which the Award was granted by the Committee, regardless if
the Award Agreement to which the Award relates is executed subsequent to such
date.

     2.24. "Incentive Stock Option" means an Option granted under this Plan to
purchase Shares which is designated as an Incentive Stock Option and is intended
to meet the requirements of Section 422 of the Code.

     2.25. "NASD Dealer" means a broker-dealer who is a member of the National
Association of Securities Dealers, Inc.

     2.26. "Nonqualified Stock Option" means an Option granted under this Plan
to purchase Shares which is not an Incentive Stock Option.

     2.27. "Adoption" means an Incentive Stock Option or a Nonqualified Stock
Option.

     2.28. "Option Period" means the period during which an Option shall be
exercisable in accordance with the applicable Award Agreement and Section 6.

     2.29. "Participant" means an Employee to whom an Award has been granted.

     2.30. "Performance Goals" means, except as otherwise provided in Sections
8.4.2 and 9.3.2, the goals determined by the Committee in its sole discretion to
be applicable to a Participant with respect to an Award. As determined by the
Committee in its sole discretion, the Performance Goals applicable to each Award
granted under the Plan to a Participant who is not a Covered Employee, shall
provide for targeted level or levels of financial achievement with respect to
one (1) or more of the following business criteria: (a) return on assets, (b)
income before interest and taxes, (c) net income, (d) total shareholder return,
(e) return on equity, and (f) Affiliate or division operating income. The
Performance Goals may differ from Participant to Participant and from

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Award to Award. In the case of a Participant who is a Covered Employee, as
described in the preceding sentence, the sole Performance Goal shall be based on
the return on equity of the Company on a consolidated basis for a calendar year
calculated in accordance with generally accepted accounting principles
consistently applied.

     2.31. "Performance Period" means the period of time during which
Performance Goals must be achieved with respect to an Award, as determined by
the Committee in its sole discretion.

     2.32. "Performance Share" means an Award granted to a Participant pursuant
to Section 9.

     2.33. "Performance Unit" means an Award granted to a Participant pursuant
to Section 9.

     2.34. "Period of Restriction" means the period during which the transfer of
Shares of Restricted Stock are subject to restrictions and, therefore, the
Shares are subject to a substantial risk of forfeiture. As provided in Section
8, such restrictions may be based on the passage of time, the achievement of
specific target levels of performance (in the case of "performance-based
compensation" under Section 162(m) of the Code), or the occurrence of such other
events as may be determined by the Committee in its sole discretion.

     2.35. "Plan" means the Old National Bancorp 1999 Equity Incentive Plan, as
set forth in this instrument and as hereafter amended from time to time.

     2.36. "Restricted Stock" means an Award granted to a Participant pursuant
to Section 8.

     2.37. "Retirement" means the date on which a Participant satisfies the
conditions for early retirement under the Old National Bancorp Employees=
Retirement Plan then in effect.

     2.38. "Rule 16b-3" means Rule 16b-3 promulgated under the 1934 Act, and any
future rule or regulation amending, supplementing, or superseding such rule.

     2.39. "Section 16 Person" means a person subject to potential liability
under Section 16(b) of the 1934 Act with respect to transactions which involve
equity securities of the Company.

     2.40. "Shares" means the whole shares of issued and outstanding regular
voting common stock, no par value, of the Company, whether presently or
hereafter issued and outstanding, and any other stock or securities resulting
from adjustment thereof as provided in Section 4.5, or the stock of any
successor to the Company which is so designated for the purposes of the Plan.

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     2.41. "Stock Appreciation Right" or "SAR" means an Award, granted alone or
in connection or tandem with a related Option, that is designated as an "SAR"
pursuant to Section 7.

     2.42. "Subsidiary" means any corporation (including, without limitation,
any bank, savings association or financial institution or any financial services
company) in an unbroken chain of corporations beginning with the Company if each
of the corporations other than the last corporation in the unbroken chain then
owns stock possessing fifty percent (50%) or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain. A
Subsidiary includes any Subsidiary of the Company as of the Effective Date and
each corporation that becomes a Subsidiary of the Company after the Effective
Date.

     2.43. "Tandem SAR" means an SAR that is granted in tandem with a related
Option, the exercise of which shall require forfeiture of the right to exercise
such Option and to purchase an equal number of Shares under the related Option;
and, when a Share is purchased pursuant to the exercise of such Option, the SAR
shall be forfeited to the same extent.

     2.44. "Termination of Service" means the occurrence of any act or event or
any failure to act whether pursuant to an employment agreement or otherwise that
actually or effectively causes or results in a Participant ceasing, for whatever
reason, to be an Employee of the Company or an Affiliate, including, but not
limited to, death, Disability, Retirement, termination by the Company or an
Affiliate of the Participant=s employment with the Company or an Affiliate
(whether with or without Cause), and voluntary resignation or termination by the
Participant of his or her employment with the Company or an Affiliate. A
Termination of Service also shall occur with respect to an Employee who is
employed by an Affiliate if the Affiliate shall cease to be an Affiliate of the
Company and the Participant shall not immediately thereafter become an Employee
of the Company or another Affiliate. For purposes of this Plan, transfers or
changes of employment of a Participant between the Company and an Affiliate (or
between Affiliates) shall not be deemed a Termination of Service.

                                    SECTION 3

                                 ADMINISTRATION

     3.1. The Committee. This Plan shall be administered by the Committee. The
decision or action of a majority of the actual number of members of the
Committee shall constitute the decision or action of the Committee. The
Committee shall consist of not less than three (3) Directors. The members of the
Committee shall be appointed from time to time by, and shall serve at the
pleasure of, the Board of Directors. It is intended that the Committee be
comprised solely of Directors who both are (a) "non-employee directors" under
Rule 16b-3, and (b) "outside directors"

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as described in Section 162(m)(3)(C)(ii) of the Code. Failure of the Committee
to be so comprised shall not result in the cancellation, termination,
expiration, or lapse of any Award.

     3.2. Authority of the Committee. Except as limited by law or by the
Articles of Incorporation or By-Laws of the Company, and subject to the
provisions of this Plan, the Committee shall have full power and discretion to
select Employees who shall participate in the Plan; determine the sizes and
types of Awards; determine the terms and conditions of Awards in a manner
consistent with this Plan; construe and interpret this Plan, all Award
Agreements and any other agreements or instruments entered into under this Plan;
establish, amend, or waive rules and regulations for the Plan=s administration;
and amend the terms and conditions of any outstanding Award and applicable Award
Agreement to the extent such terms and conditions are within the discretion of
the Committee as provided in this Plan. Further, the Committee shall make all
other determinations which may be necessary or advisable for the administration
of the Plan. Each Award shall be evidenced by a written Award Agreement between
the Company and the Participant and shall contain such terms and conditions
established by the Committee consistent with the provisions of this Plan. Any
notice or document required to be given to or filed with the Committee will be
properly given or filed if hand delivered (and a delivery receipt is received)
or mailed by certified mail, return receipt requested, postage paid, to the
Committee at 420 Main Street, Evansville, Indiana 47708.

     3.3. Delegation by the Committee. The Committee, in its sole discretion and
on such terms and conditions as it may provide, may delegate all or any part of
its authority and powers under this Plan to one or more Directors or officers of
the Company; provided, however, that the Committee may not delegate its
authority and powers (a) with respect to grants to Section 16 Persons, or (b) in
any way which would jeopardize this Plan=s qualification under Section 162(m) of
the Code or Rule 16b-3.

     3.4. Decisions Binding. All determinations and decisions made by the
Committee, the Board and any delegate of the Committee pursuant to Section 3.3
shall be final, conclusive, and binding on all persons, including the Company
and Participants. No such determinations shall be subject to de novo review if
challenged in court.

                                    SECTION 4

                           SHARES SUBJECT TO THIS PLAN

     4.1. Number of Shares. Subject to adjustment as provided in Section 4.5,
the maximum number of Shares cumulatively available for issuance under this Plan
pursuant to: (a) the exercise of Options, (b) the grant of Affiliated,
Freestanding and Tandem SARs, (c) the grant of Shares of Restricted Stock, and
(d) the payment of Performance Units and Performance Shares, shall not

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exceed Three Million Eight Hundred Thousand (3,800,000) Shares of the Company
less the total number of Shares previously issued under this Plan, and less the
total number of Shares then subject to outstanding Options or other Awards;
provided, however, that in calculating the number of Shares available for
issuance under this Plan, no more than One Hundred Thousand (100,000) Shares
shall be cumulatively available for the grant of Incentive Stock Options under
this Plan. Shares issued under this Plan may be either authorized but unissued
Shares, treasury Shares or reacquired Shares (including Shares purchased in the
open market), or any combination thereof, as the Committee may from time to time
determine in its sole discretion.

     Shares covered by an Award that are forfeited or that remain unpurchased or
undistributed upon termination or expiration of any such Award may be made the
subject of further Awards to the same or other Participants. If the exercise
price of any Option is satisfied by tendering Shares (by either actual delivery
or attestation), only the number of Shares actually issued, net of the Shares
tendered, shall be deemed issued for purposes of determining the number of
Shares available for grants under this Plan.

     4.2. Release of Shares. Subject to the limitations set forth in this Plan,
the Committee shall have full authority to determine the number of Shares
available for Awards, and in its sole discretion may include (without
limitation) as available for distribution any Shares that have ceased to be
subject to an Award; any Shares subject to an Award that have been previously
forfeited; any Shares under an Award that otherwise terminates without the
issuance of Shares being made to a Participant; any Shares that are received by
the Company in connection with the exercise of an Award, including the
satisfaction of any tax liability or tax withholding obligation; or any Shares
repurchased by the Company in the open market or otherwise, having an aggregate
repurchase price no greater than the amount of cash proceeds received by the
Company from the exercise of Options granted under this Plan. Any Shares that
are available immediately prior to the termination of the Plan, or any Shares
returned to the Company for any reason subsequent to the termination of the
Plan, may be transferred to a successor plan.

     4.3. Restrictions on Shares. Shares issued upon exercise of an Award shall
be subject to the terms and conditions specified herein and to such other terms,
conditions, and restrictions as the Committee in its sole discretion may
determine or provide in the Award Agreement. The Company shall not be required
to issue or deliver any certificates for Shares, cash, or other property prior
to (a) the listing of such Shares on any stock exchange (or other public market)
on which the Shares may then be listed (or regularly traded), and (b) the
completion of any registration or qualification of such shares under federal,
state, local, or other law, or any ruling or regulation of any government body
which the Committee determines to be necessary or advisable. The Company may
cause any certificate for any Shares to be delivered hereunder to be properly
marked with a legend or other notation reflecting the limitations on transfer of
such Shares as provided in this Plan or as

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the Committee may otherwise require. Participants, or any other persons entitled
to benefits under the Plan, must furnish to the Committee such documents,
evidence, data, or other information as the Committee considers necessary or
desirable for the purpose of administering this Plan. The benefits under this
Plan for each Participant, and each other person who is entitled to benefits
hereunder, are to be provided on the condition that he furnish full, true, and
complete data, evidence, or other information, and that he will promptly sign
any document reasonably related to the administration of this Plan requested by
the Committee. No fractional Shares shall be issued under this Plan; rather,
fractional shares shall be aggregated and then rounded to the next lower whole
Share.

     4.4. Shareholder Rights. Except with respect to Restricted Stock as
provided in Section 8, no person shall have any rights of a shareholder
(including, but not limited to, voting and dividend rights) as to Shares subject
to an Award until, after proper exercise or vesting of the Award or other action
as may be required by the Committee in its sole discretion, such Shares shall
have been recorded on the Company=s official shareholder records (or the records
of its transfer agents or registrars) as having been issued and transferred to
the Participant. Upon exercise of the Award or any portion thereof, the Company
will have a reasonable period in which to issue and transfer the Shares to the
Participant, and the Participant will not be treated as a shareholder for any
purpose whatsoever prior to such issuance and transfer. No payment or adjustment
shall be made for cash dividends or other rights for which the record date is
prior to the date such Shares are recorded as issued and transferred in the
Company=s official shareholder records (or the records of its transfer agents or
registrars), except as provided herein or in an Award Agreement.

     4.5. Changes in Stock.

     4.5.1. Substitution of Stock and Assumption of Plan. In the event of any
change in the Shares by virtue of any stock dividends, stock splits,
recapitalizations, or reclassifications or any acquisition, merger,
consolidation, share exchange, tender offer, or other combination involving the
Company that does not constitute a Change in Control but that results in the
acquisition of a Subsidiary by the Company, or in the event that other stock
shall be substituted for the Shares as the result of any merger, consolidation,
share exchange, or reorganization or any similar transaction which constitutes a
Change in Control of the Company, the Committee shall correspondingly adjust (a)
the number, kind, and class of Shares which may be delivered under this Plan,
(b) the number, kind, class, and price of Shares subject to outstanding Awards
(except for mergers or other combinations in which the Company is the surviving
entity), and (c) the numerical limits of Sections 4.1, 6.1, 7.1, 8.1 and 9.1,
all in such manner as the Committee in its sole discretion shall determine to be
advisable or appropriate to prevent the dilution or diminution of such Awards;
provided, however, in no event shall the One Hundred Thousand Dollars ($100,000)
limit on ISOs contained in Section 6.1 be affected by an adjustment under this
Section 4.5.1. The Committee=s determination in this respect shall be final and
conclusive.

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     4.5.2. Conversion of Shares. In the event of a Change in Control of the
Company pursuant to which another person or entity acquires control of the
Company (such other person or entity being the "Successor"), the kind of shares
of stock which shall be subject to this Plan and to each outstanding Award
shall, automatically by virtue of such Change in Control, be converted into and
replaced by securities of the Successor having full voting, dividend,
distribution, preference, and liquidation rights, and the number of shares
subject to an Award, the calculation of an Award=s value, and the purchase price
per share upon exercise of the Award shall be correspondingly adjusted so that,
by virtue of such Change in Control of the Company, each Participant shall (a)
in the case of Options, have the right to purchase (I) that number of shares of
stock of the Successor which have a Fair Market Value, as of the date of such
Change in Control of the Company, equal to the Fair Market Value, as of the date
of such Change in Control of the Company, of the Shares of the Company
theretofore subject to each Option, and (ii) for a purchase price per share
which, when multiplied by the number of shares of stock of the Successor subject
to each Option, shall equal the aggregate exercise price at which the
Participant could have acquired all of the Shares of the Company previously
optioned to the Participant, and (b) in the case of Awards other than Options,
Performance Shares, and Performance Units, have the right to receive that number
of shares of stock of the Successor which have a Fair Market Value, as of the
date of such Change in Control of the Company, equal to the Fair Market Value,
as of the date of the Change in Control of the Company, of the Shares of the
Company to which each Award relates. The Committee, in its sole discretion,
shall determine the method by which Awards of Performance Shares and Performance
Units shall be adjusted due to a Change in Control of the Company.

                                    SECTION 5

                                   ELIGIBILITY

     5.1. Eligibility. Except as herein provided, the individuals who shall be
eligible to participate in the Plan and be granted Awards shall be those
individuals who are Employees of the Company or any Affiliate. The Committee
may, from time to time and in its sole discretion, select Employees to be
granted Awards and shall determine the terms and conditions with respect
thereto. In making any such selection and in determining the form of the Award,
the Committee may give consideration to the functions and responsibilities of
the Employee=s contributions to the Company or its Affiliates, the value of the
Employee=s services (past, present, and future) to the Company or its
Affiliates, and such other factors deemed relevant by the Committee in its sole
discretion. Committee members shall not be eligible to participate in this Plan
while serving as Committee members. An Employee will become a Participant in
this Plan as of the date specified by the Committee. A Participant can be
removed as an active Participant by the Committee effective as of any date.


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     5.2. No Contract of Employment. Neither the Plan nor any Award Agreement
executed under this Plan shall constitute a contract of employment between a
Participant and the Company or an Affiliate, and participation in the Plan shall
not give a Participant the right to be rehired by or retained in the employment
of the Company or an Affiliate.

                                    SECTION 6

                                  STOCK OPTIONS

     6.1. Grant of Options. Subject to the terms and provisions of this Plan,
the Committee, at any time and from time to time, may grant Options to any
Employees in such amounts as the Committee, in its sole discretion, may
determine. The Committee may grant Incentive Stock Options, Nonqualified Stock
Options, or any combination thereof. Subject to the terms and provisions of this
Plan, the Committee, in its sole discretion, shall determine the number of
Shares subject to each Option; provided, however, that during any three (3)
consecutive Fiscal Year period, no Participant shall be granted Options to
acquire more than Three Hundred Thousand (300,000) Shares. Furthermore, no
Participant may be granted Incentive Stock Options under this Plan which would
result in Shares with an aggregate Fair Market Value (measured on the Grant
Date(s)) of more than One Hundred Thousand Dollars ($100,000) first becoming
exercisable in any one calendar year.

     6.2. Option Award Agreement. Each Option shall be evidenced by an Option
Award Agreement that shall specify the Exercise Price, the number of Shares to
which the Option pertains, the Option Period, any conditions to exercise of the
Option, and such other terms and conditions as the Committee, in its sole
discretion, shall determine. The Option Award Agreement also shall specify
whether the Option is intended to be an Incentive Stock Option or a Nonqualified
Stock Option. All grants of Options intended to constitute Incentive Stock
Options shall be made in accordance, and all Award Agreements pursuant to which
Incentive Stock Options are granted shall comply, with the requirements of
Section 422 of the Code.

     6.3. Exercise Price. Subject to the provisions of this Section 6.3, the
Exercise Price for each Option shall be determined by the Committee in its sole
discretion.

     6.3.1. Nonqualified Stock Options. In the case of a Nonqualified Stock
Option, the Exercise Price per Share shall be determined by the Committee;
provided, however, in no event shall the Exercise Price be less than the one
hundred percent (100%) of Fair Market Value of the Shares to which the
Nonqualified Stock Option relates determined as of the Grant Date.

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     6.3.2. Incentive Stock Options. In the case of an Incentive Stock Option,
the Exercise Price shall be not less than one hundred percent (100%) of the Fair
Market Value of the Shares to which the Incentive Stock Option relates
determined as of the Grant Date; provided, however, that if, on the Grant Date,
the Participant (together with persons whose stock ownership is attributed to
the Participant pursuant to Section 424(d) of the Code) owns securities
possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company or any of its Subsidiaries, the Exercise Price
shall be not less than one hundred ten percent (110%) of the Fair Market Value
of the Shares to which the Incentive Stock Option relates determined as of the
Grant Date.

     6.3.3. Substitute Options. Notwithstanding the provisions of Sections 6.3.1
and 6.3.2, in the event that the Company or an Affiliate consummates a
transaction described in Section 424(a) of the Code (e.g., the acquisition of
property or stock from an unrelated corporation), individuals who become
Employees on account of such transaction may be granted Options in substitution
for options granted by such former employer or recipient of services. If such
substitute Options are granted, the Committee, in its sole discretion and
consistent with Section 424(a) of the Code, may determine that such substitute
Options shall have an exercise price less than one hundred (100%) of the Fair
Market Value of the Shares to which the Options relates determined as of the
Grant Dates. In carrying out the provisions of this Section 6.3.3, the Committee
shall apply the principles contained in Section 4.5.

     6.4. Duration of Options. Subject to the terms and provisions of Sections
10 and 12, the Option Period with respect to each Option shall commence and
expire at such times as the Committee shall provide in the Award Agreement,
provided that:

     (a)  Incentive and Nonqualified Stock Options shall not be exercisable
          later than the tenth anniversary of their respective Grant Dates;

     (b)  Incentive Stock Options granted to an Employee who possesses more than
          ten percent (10%) of the total combined voting power of all classes of
          Shares of the Company, taking into account the attribution rules of
          Section 422(d) of the Code, shall not be exercisable later than the
          fifth anniversary of their Grant Date(s); and

     (c)  Subject to the limits of this Section 6, the Committee may, in its
          sole discretion, after an Option is granted, extend the maximum term
          of the Option.

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     6.5. Exercisability of Options. Subject to the provisions of Section 12 and
this Section 6, all Options granted under this Plan shall be exercisable at such
times, under such terms, and subject to such restrictions and conditions as the
Committee shall determine in its sole discretion and specify in the Award
Agreements to which such Options relate. After an Option is granted, the
Committee, in its sole discretion, may accelerate the exercisability of the
Option.

     6.6. Method of Exercise. Subject to the provisions of this Section 6 and
the applicable Award Agreement, a Participant may exercise an Option, in whole
or in part, at any time during the Option Period to which the Option relates by
giving written notice to the Company of exercise on a form provided by the
Committee (if available). Such notice shall specify the number of Shares subject
to the Option to be purchased and shall be accompanied by payment in full of the
total Exercise Price by cash or check or such other form of payment as the
Company may accept. If permitted by the Committee or the applicable the Award
Agreement, payment in full or in part may also be made by:

     (a)  Delivering Shares already owned by the Participant for more than six
          (6) months and having a total Fair Market Value on the date of such
          delivery equal to the total Exercise Price;

     (b)  The execution and delivery of a promissory note or other evidence of
          indebtedness (and any security agreement thereunder required by the
          Committee) satisfactory to the Committee and permitted in accordance
          with Section 6.7;

     (c)  The delivery of cash by a broker-dealer as a Cashless Exercise;

     (d)  The certification of ownership of Shares owned by the Participant to
          the satisfaction of the Committee for later delivery to the Company as
          specified by the Committee; or

     (e)  Any combination of the foregoing.

     If payment of the Exercise Price of an Option is made in whole or in part
in the form of Restricted Stock, a number of the Shares to be received upon such
exercise equal to the number of shares of Restricted Stock used for payment of
the Exercise Price shall be subject to the same forfeiture restrictions or
deferral limitations to which such Restricted Stock was subject, unless
otherwise determined by the Committee in its sole discretion.

<PAGE>

     No Shares shall be issued until full payment therefor has been made.
Subject to any forfeiture restrictions or deferral limitations that may apply if
an Option is exercised using Restricted Stock, a Participant shall have all of
the rights of a shareholder of the Company holding the class of Shares subject
to such Option (including, if applicable, the right to vote the shares and the
right to receive dividends) when the Participant has given written notice of
exercise, has paid the total Exercise Price, and such Shares have been recorded
on the Company=s official shareholder records (or the records of its transfer
agents or registrars) as having been issued and transferred to the Participant.

     6.7. Company Loan or Guarantee. Upon the exercise of any Option and subject
to the Award Agreement, the Company may, in its sole discretion, at the request
of a Participant:

     (a)  Lend to the Participant, with or without recourse, an amount equal to
          such portion of the Exercise Price as the Company may determine; or

     (b)  Guarantee a loan obtained by the Participant from a third-party for
          the purpose of paying the Exercise Price.

     6.8. Reload Provision. In the event a Participant exercises an Option and
pays all or a portion of the Exercise Price in Shares, in the manner permitted
by Section 6.6, such Participant may (either pursuant to terms of the Award
Agreement or pursuant to the sole discretion of the Committee at the time the
Option is exercised) be issued a new Option to purchase additional Shares equal
to the number of Shares surrendered to the Company in such payment. Such new
Option shall (a) have an Exercise Price equal to the Fair Market Value per Share
on the Grant Date of the new Option, (b) first be exercisable six (6) months
from the Grant Date of the new Option, and (c) expire on the same date as the
original Option so exercised by payment of the Exercise Price in Shares.

     6.9. Restrictions on Share Transferability. In addition to the restrictions
imposed by Section 14.8, the Committee may impose such restrictions on any
Shares acquired pursuant to the exercise of an Option as it may deem advisable
or appropriate in its sole discretion, including, but not limited to,
restrictions related to applicable Federal and state securities laws and the
requirements of any national securities exchange or market on which Shares are
then listed or regularly traded.

     6.10. Termination by Reason of Death, Disability, or Retirement. Unless
otherwise provided in the Award Agreement or determined by the Committee in its
sole discretion, if a Participant incurs a Termination of Service due to death,
Disability, or Retirement, any unexpired and unexercised Options held by such
Participant shall thereafter be fully exercisable until the expiration of the
Option Period.

<PAGE>

     6.11. Other Termination. Unless otherwise provided in the Award Agreement
or determined by the Committee in its sole discretion, if a Participant incurs a
Termination of Service that is involuntary on the part of the Participant (but
is not due to death or Disability or is not with Cause) or is voluntary on the
part of the Participant (but is not due to Retirement), any Options held by such
Participant shall thereupon terminate, except that such Options, to the extent
then exercisable at the time of such Termination of Service, may be exercised
until the expiration of the shorter of the following two (2) periods: (a) the
thirty (30) consecutive day period commencing on the date of such Termination of
Service, or (b) the date on which the Option Period expires. If a Participant
incurs a Termination of Service which is with Cause, all of his Options shall
terminate immediately as of the date of such Termination of Service.

     6.12. Special Provision for Incentive Stock Options. Notwithstanding any
other provision of this Plan to the contrary, an Incentive Stock Option shall
not be exercisable (a) more than three (3) months after the Participant=s
Termination of Service for any reason other than Disability, or (b) more than
one (1) year after the Participant=s Termination of Service by reason of
Disability.

                                    SECTION 7

                            STOCK APPRECIATION RIGHTS

     7.1. Grant of SARs. Subject to the terms and conditions of this Plan, the
Committee, at any time and from time to time, may grant SARs to any Employees in
such amounts as the Committee, in its sole discretion, shall determine. The
Committee, in its sole discretion, may grant Affiliated SARs, Freestanding SARs,
Tandem SARs, or any combination thereof.

     7.1.1. Number of Shares. Subject to the limitations of Section 4, the
Committee shall have complete discretion to determine the number of SARs granted
to any Participant provided that during any three (3) consecutive Fiscal Year
period, no Participant shall be granted SARs covering more than Three Hundred
Thousand (300,000) Shares.

     7.1.2. Exercise Price and Other Terms. The Committee, subject to the
provisions of this Plan, shall have complete discretion to determine the terms
and conditions of SARs granted under this Plan; provided, however, that the
Exercise Price of a Freestanding SAR shall be not less than one hundred percent
(100%) of the Fair Market Value of a Share on the Grant Date and the Exercise
Price of Tandem or Affiliated SARs shall be equal to the Exercise Price of the
Option to which such SAR relates.

<PAGE>

     7.2. Exercise of Tandem SARs. Tandem SARs may be exercised for all or part
of the Shares subject to the related Option upon the surrender of the right to
exercise the equivalent portion of the related Option. A Tandem SAR may be
exercised only with respect to the Shares with respect to which its related
Option is then exercisable. With respect to a Tandem SAR granted in connection
with an Incentive Stock Option the following requirements shall apply: (a) the
Tandem SAR shall expire not later than the date on which the underlying
Incentive Stock Option expires; (b) the value of the payout with respect to the
Tandem SAR shall be no more than one hundred percent (100%) of the difference
between the Exercise Price of the underlying Incentive Stock Option and one
hundred percent (100%) of the Fair Market Value of the Shares subject to the
underlying Incentive Stock Option at the time the Tandem SAR is exercised; and
(c) the Tandem SAR shall be exercisable only when the Fair Market Value of the
Shares subject to the Incentive Stock Option to which the Tandem SAR relates
exceeds the Exercise Price of such Incentive Stock Option.

     7.3. Exercise of Affiliated SARs. An Affiliated SAR shall be deemed to be
exercised upon the exercise of the Option to which the Affiliated SAR relates.
Such deemed exercise of an Affiliated SAR shall not reduce the number of Shares
subject to the related Option.

     7.4. Exercise of Freestanding SARs. Freestanding SARs shall be exercisable
on such terms and conditions as the Committee, in its sole discretion, shall
specify in the applicable Award Agreement.

     7.5. SAR Award Agreement. Each SAR shall be evidenced by an Award Agreement
that specifies the exercise price, the expiration date of the SAR, the number of
SARs, any conditions on the exercise of the SAR, and such other terms and
conditions as the Committee, in its sole discretion, shall determine. The Award
Agreement shall also specify whether the SAR is an Affiliated SAR, Freestanding
SAR, Tandem SAR, or a combination thereof.

     7.6. Expiration of SARs. Each SAR granted under this Plan shall expire upon
the date determined by the Committee, in its sole discretion, as set forth in
the applicable Award Agreement. Notwithstanding the foregoing, the terms and
provisions of Section 6.4 also shall apply to Affiliated and Tandem SARs.

     7.7. Payment of SAR Amount. Upon exercise of an SAR, a Participant shall be
entitled to receive payment from the Company in an amount determined by
multiplying:

     (a)  The positive difference between the Fair Market Value of a Share on
          the date of exercise and the exercise price; by

     (b)  The number of Shares with respect to which the SAR is exercised.

<PAGE>

     At the sole discretion of the Committee, such payment may be in cash, in
Shares which have a Fair Market Value equal to the cash payment calculated under
Section 7.7, or in a combination of cash and Shares.

     7.8. Termination of SAR. An Affiliated or Tandem SAR shall terminate at
such time as the Option to which such SAR relates terminates. A Freestanding SAR
shall terminate at the time provided in the applicable Award Agreement.

                                    SECTION 8

                                RESTRICTED STOCK

     8.1. Grant of Restricted Stock. Subject to the terms and provisions of this
Plan, the Committee, at any time and from time to time, may grant Shares of
Restricted Stock to any Employees in such amounts as the Committee, in its sole
discretion, shall determine. Subject to the limitations of Section 4, the
Committee, in its sole discretion, shall determine the number of Shares of
Restricted Stock to be granted to each Participant; provided, however, that
during any three (3) consecutive Fiscal Year period, no Participant shall be
granted more than Three Hundred Thousand (300,000) Shares of Restricted Stock.

     8.2. Restricted Stock Award Agreement. Each Award of Restricted Stock shall
be evidenced by an Award Agreement that shall specify the Period of Restriction,
the number of Shares granted, and such other terms and conditions as the
Committee, in its sole discretion, shall determine. Unless the Committee in its
sole discretion determines otherwise, Shares of Restricted Stock shall be held
by the Company, and shall not be delivered to any Participant, until the end of
the applicable Period of Restriction.

     8.3. Transferability. Except as provided in Section 6.6, Section 14.8, and
this Section 8, Shares of Restricted Stock may not be sold, transferred,
assigned, margined, encumbered, gifted, bequeathed, alienated, hypothecated,
pledged or otherwise disposed of, whether by operation of law, whether
voluntarily or involuntarily or otherwise, until the end of the applicable
Period of Restriction.

     8.4. Other Restrictions. The Committee, in its sole discretion, may impose
such other restrictions on Shares of Restricted Stock as it may deem advisable
or appropriate in accordance with this Section 8.

     8.4.1. General Restrictions. The Committee may impose restrictions on
Restricted Stock based upon any of the following criteria: (a) the achievement
of specific Company-wide, Affiliate- based, Subsidiary-based, divisional,
individual Participant, or other Performance Goals, (b) applicable Federal or
state securities laws, or (c) any other basis determined by the Committee in its
sole discretion.

     8.4.2. Section 162(m) Performance Restrictions. Notwithstanding any other
provision of this Section 8.4.2 to the contrary, for purposes of qualifying
grants of Restricted Stock as "performance-based compensation" under Section
162(m) of the Code, the Committee shall establish restrictions based upon the
achievement of Performance Goals. The specific targets under the Performance
Goals that must be satisfied for the Period of Restriction to lapse or terminate
shall be set by the Committee on or before the latest date permissible to enable
the Restricted Stock to qualify as "performance-based compensation" under
Section 162(m) of the Code. The business criteria for Performance Goals under
this Section 8.4.2 shall be the return on equity of the Company on a
consolidated basis for a calendar year calculated in accordance with generally
accepted accounting principles consistently applied. In granting Restricted
Stock that is intended to qualify under Section 162(m), the Committee shall
follow any procedures determined by it in its sole discretion from time to time
to be necessary, advisable, or appropriate to ensure qualification of the
Restricted Stock under Section 162(m) of the Code.

     8.4.3. Legend on Certificates. The Committee, in its sole discretion, may
require the placement of a legend on certificates representing Shares of
Restricted Stock to give appropriate notice of such restrictions. For example,
the Committee may determine that some or all certificates representing Shares of
Restricted Stock shall bear the following legend:

          "THE SALE, PLEDGE, OR OTHER TRANSFER OF THE SHARES OF STOCK
          REPRESENTED BY THIS CERTIFICATE, WHETHER VOLUNTARY, INVOLUNTARY, OR BY
          OPERATION OF LAW, IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER UNDER
          FEDERAL AND STATE SECURITIES LAWS AND UNDER THE OLD NATIONAL BANCORP
          1999 EQUITY INCENTIVE PLAN, AS SET FORTH IN AN AWARD AGREEMENT
          EXECUTED THEREUNDER. A COPY OF SUCH PLAN AND SUCH AWARD AGREEMENT MAY
          BE OBTAINED FROM THE CORPORATE SECRETARY OF OLD NATIONAL BANCORP."

     8.5. Removal of Restrictions. Except as otherwise provided in this Section
8, Shares of Restricted Stock covered by each Restricted Stock grant made under
this Plan shall be released to a Participant as soon as practicable after the
end of the applicable Period of Restriction. Except in the case of grants of
Restricted Stock to Covered Employees which are intended to qualify as
"performance-based compensation" under Section 162(m) of the Code (the vesting
of which cannot

<PAGE>

be accelerated except as provided in Section 12.1 or 14.2), the Committee, in
its sole discretion, may accelerate the time at which any restrictions shall
lapse or remove any restrictions. After the end of the applicable Period of
Restriction, the Participant shall be entitled to have any restrictive legend or
legends placed on the Shares under Section 8.4.3 removed from his or her Share
certificate.

     8.6. Voting Rights. During the Period of Restriction, Participants holding
Shares of Restricted Stock granted hereunder may exercise full voting rights
with respect to those Shares, unless the applicable Award Agreement provides
otherwise.

     8.7. Dividend Rights. Unless otherwise determined by the Committee and
subject to this Plan, the distribution of cash dividends on Shares of Restricted
Stock shall be automatically reinvested, by a constructive purchase by the
Company in the name and on behalf of the Participant, in additional Shares of
Restricted Stock. The number of Shares to be constructively purchased by the
Company shall be based upon the Fair Market Value of the Shares determined on
the date on which the applicable cash dividend is paid. Dividends on Shares that
are the subject of a Restricted Stock Award Agreement and which are paid in the
form of Shares shall be paid in the form of additional Shares of Restricted
Stock of the same class as the Shares on which such dividend was paid. All
Shares of Restricted Stock which are attributable to cash and stock dividends
shall be subject to all of the provisions of this Section 8, including, for
example, the terms and conditions of the Award Agreement which applies to the
Shares to which the dividends relate.

     8.8. Return of Restricted Stock to Company. On the date set forth in the
applicable Award Agreement, the Restricted Stock for which restrictions have not
lapsed by the last day of the Period of Restriction shall revert to the Company
and thereafter shall be available for the grant of new Awards under this Plan.

     8.9. Termination of Service. Unless otherwise provided in an Award
Agreement or determined by the Committee in its sole discretion, in the event of
a Participant=s Termination of Service due to death, Disability or Retirement
during the Period of Restriction, the restrictions on his Shares of Restricted
Stock shall lapse and the Participant (or his or her Beneficiary) shall, on the
date of such Termination of Service, be fully vested in the Restricted Stock.
Unless otherwise provided in an Award Agreement or this Plan, in the event of a
Participant=s Termination of Service for any reason during the Period of
Restriction other than a Termination of Service due to death, Disability or
Retirement, all Shares of Restricted Stock still subject to restriction shall be
forfeited by the Participant and thereafter shall be available for the grant of
new Awards under this Plan; provided, however, that the Committee shall have the
sole discretion to waive, in whole or in part, any or all remaining restrictions
with respect to any or all of such Participant=s Shares of Restricted Stock.
Notwithstanding any other provision of this Section 8 to the contrary, in the
case of grants of Restricted Stock to Covered Employees that the Committee
intends to qualify as "performance-based compensation" under Section 162(m) of
the Code (the vesting of which cannot be accelerated, except as provided in
Section 12.1 or 14.2), no shares of Restricted Stock shall become vested unless
the applicable Performance Goals have first been met; provided, further, that
the Committee shall not waive any restrictions with respect to such Restricted
Stock. If the vesting of shares of Restricted Stock is accelerated after the
applicable Performance Goals have been met, the amount of Restricted Stock
distributed shall be discounted by the Committee to reasonably reflect the time
value of money in connection with such early vesting.

                                    SECTION 9

                    PERFORMANCE UNITS AND PERFORMANCE SHARES

     9.1. Grant of Performance Units/Shares. Subject to the terms and provisions
of this Plan, the Committee, at any time and from time to time, may grant
Performance Units and Performance Shares to any Employees in such amounts as the
Committee, in its sole discretion, shall determine. Subject to the limitations
of Section 4, the Committee shall have complete discretion in determining the
number of Performance Units and Performance Shares granted to each Participant;
provided, however, that during any three (3) consecutive Fiscal Year period, (a)
no Participant shall receive Performance Units having an initial value greater
than Seven Hundred Fifty Thousand Dollars ($750,000), and (b) no Participant
shall receive more than Three Hundred Thousand (300,000) Performance Shares.

     9.2. Value of Performance Units/Shares. Each Performance Unit shall have an
initial value that is established by the Committee on or before the Grant Date.
Each Performance Share shall have an initial value equal to the Fair Market
Value of a Share on the Grant Date.

     9.3. Performance Objectives and Other Terms. The Committee shall set
performance objectives in its sole discretion which, depending on the extent to
which they are met, will determine the number or value of Performance Units or
Performance Shares, or both, that will be paid to the Participant. Each Award of
Performance Units or Performance Shares shall be evidenced by an Award Agreement
that shall specify the number of Performance Units or Performance Shares, the
Performance Period, the performance objectives, and such other terms and
conditions as the Committee, in its sole discretion, shall determine.

     9.3.1. General Performance Objectives. The Committee may set performance
objectives based upon (a) the achievement of Company-wide, Affiliate-based,
Subsidiary-based, divisional, individual Participant, or other Performance
Goals, (b) applicable Federal or state securities laws, or (c) any other basis
determined by the Committee in its sole discretion.

<PAGE>

     9.3.2. Section 162(m) Performance Objectives. Notwithstanding any other
provision of this Section 9.3.2 to the contrary, for purposes of qualifying
grants of Performance Units or Performance Shares to Covered Employees as
"performance-based compensation" under Section 162(m) of the Code, the Committee
shall establish the specific targets under the Performance Goals applicable to
Performance Units or Performance Shares. Such targets under the Performance
Goals shall be set by the Committee on or before the latest date permissible to
enable the Performance Units or Performance Shares, as the case may be, to
qualify as "performance-based compensation" under Section 162(m) of the Code.
The business criteria for Performance Goals under this Section 9.3.2 shall be
the return on equity of the Company on a consolidated basis for a calendar year
calculated in accordance with generally accepted accounting principles
consistently applied. In granting Performance Units or Performance Shares to
Covered Employees which are intended to qualify under Section 162(m) the
Committee shall follow any procedures determined by it from time to time to be
necessary or appropriate in its sole discretion to ensure qualification of the
Performance Units or Performance Shares, as the case may be, under Section
162(m) of the Code.

     9.4. Earning of Performance Units/Shares. After the applicable Performance
Period has ended, the holder of Performance Units or Performance Shares shall be
entitled to receive those Performance Units or Performance Shares, as the case
may be, earned by the Participant over the Performance Period, to be determined
as a function of the extent to which the applicable Performance Goals have been
achieved. Except in the case of Performance Goals applicable to Performance
Units or Performance Shares granted to Covered Employees which are intended to
qualify as "performance-based compensation" under Section 162(m) of the Code
(which cannot be reduced or waived except as provided in Section 12.1 or 14.2),
after the grant of a Performance Unit or Performance Share, the Committee, in
its sole discretion, may reduce or waive any Performance Goals or related
business criteria applicable to such Performance Unit or Performance Share.

     9.5. Form and Timing of Payment of Performance Units/Shares. Payment of
earned Performance Units or Performance Shares shall be made as soon as
practicable after the end of the applicable Performance Period. The Committee,
in its sole discretion, may pay earned Performance Units or Performance Shares
in the form of cash, in Shares (which have an aggregate Fair Market Value equal
to the value of the earned Performance Units or Performance Shares, as the case
may be, determined as of the last day of the applicable Performance Period), or
a combination thereof.

     9.6. Cancellation of Performance Units/Shares. On the date set forth in the
applicable Award Agreement, all Performance Units or Performance Shares which
have not been earned or vested shall be forfeited and thereafter shall be
available for the grant of new Awards under this Plan.

     9.7. Termination of Service. Unless otherwise provided in an Award
Agreement or determined by the Committee in its sole discretion, in the event of
a Participant=s Termination of

<PAGE>

Service due to death, Disability or Retirement during a Performance Period, the
Participant (or his or her Beneficiary) shall receive the Performance Units or
Performance Shares which relate to such Performance Period. Unless otherwise
provided in an Award Agreement or determined by the Committee in its sole
discretion, in the event of a Participant=s Termination of Service for any other
reason, all Performance Units or Performance Share shall be forfeited and
thereafter shall be available for the grant of new Awards under this Plan.
Distribution of earned Performance Units or Performance Shares may be made at
the same time payments are made to Participants who did not incur a Termination
of Service during the applicable Performance Period. Notwithstanding any other
provision of this Section 9 to the contrary, in the case of awards of
Performance Units or Performance Shares to Covered Employees that the Committee
intends to qualify as "performance-based compensation" under Section 162(m) of
the Code (the vesting of which cannot be accelerated except as provided in
Section 12.1 or 14.2), no Performance Units or Performance Shares shall become
vested until the applicable Performance Goals have been met.


                                   SECTION 10

                      AMENDMENT, TERMINATION, AND DURATION

     10.1. Amendment, Suspension, or Termination. The Board may supplement,
amend, alter, or discontinue the Plan in its sole discretion at any time and
from time to time, but no supplement, amendment, alteration, or discontinuation
shall be made which would impair the rights of a Participant under an Award
theretofore granted without the Participant=s consent, except that any
supplement, amendment, alteration, or discontinuation may be made to (a) avoid a
material charge or expense to the Company or an Affiliate, (b) cause this Plan
to comply with applicable law, or (c) permit the Company or an Affiliate to
claim a tax deduction under applicable law. In addition, subject to the
provisions of this Section 10.1, the Board of Directors, in its sole discretion
at any time and from time to time, may supplement, amend, alter, or discontinue
this Plan without the approval of the Company=s shareholders (a) to the extent
such approval is not required by applicable law or the terms of a written
agreement, and (b) so long as any such amendment or alteration does not increase
the number of Shares subject to this Plan (other than pursuant to Section 4.5)
or increase the maximum number of Options, SARs, Shares of Restricted Stock,
Performance Units or Performance Shares that the Committee may award to an
individual Participant under this Plan. The Committee may supplement, amend,
alter, or discontinue the terms of any Award theretofore granted, prospectively
or retroactively, on the same conditions and limitations (and exceptions to
limitations) as apply to the Board under the foregoing provisions of this
Section 10.1, and further subject to any approval or limitations the Board may
impose. Notwithstanding any provision of this Plan to the contrary, if any
right, Award or Award Agreement under this Plan would cause a transaction of or
acquisition by the Company to be ineligible for "pooling of interest" accounting

<PAGE>

treatment that would, but for such right hereunder, otherwise be eligible for
such accounting treatment, the Committee may amend, modify, or adjust the right,
the Award, or the Award Agreement of a Participant (without the prior consent,
approval, or authorization of the Participant) so that pooling of interest
accounting treatment shall be available with respect to such transaction or
acquisition even if any such amendment, modification, or adjustment would be
detrimental to or impair the rights of a Participant under this Plan.

     10.2. Duration of This Plan and Shareholder Approval. This Plan shall
become effective on the Effective Date, and subject to Section 10.1 (regarding
the Board=s right to supplement, amend, alter, or discontinue this Plan), shall
remain in effect thereafter; provided, however, that no Incentive Stock Option
shall be exercised and no other Award shall be exercised or otherwise paid
hereunder until this Plan has been approved by the holders of at least a
majority of the outstanding Shares at a meeting at which approval of this Plan
is considered; and provided further, however, that no Incentive Stock Option may
be granted under this Plan after the tenth anniversary of the Effective Date.

                                   SECTION 11

                                 TAX WITHHOLDING

     11.1. Withholding Requirements. Prior to the delivery of any Shares or cash
pursuant to the payment or exercise of an Award, the Company shall have the
power and the right to deduct or withhold, or require a Participant to remit to
the Company, an amount sufficient to satisfy all Federal, state, and local
income and employment taxes required to be withheld with respect to the payment
or exercise of such Award.

     11.2. Withholding Arrangements. The Committee, in its sole discretion and
pursuant to such procedures as it may specify from time to time, may permit a
Participant to satisfy such tax withholding obligation, in whole or in part, by
(a) electing to have the Company withhold otherwise deliverable Shares (except
in the case of exercises of Incentive Stock Options), or (b) delivering to the
Company Shares then owned by the Participant having a Fair Market Value equal to
the amount required to be withheld; provided, however, that any shares delivered
to the Company shall satisfy the ownership requirements specified in Section
6.6(a). The amount of the withholding requirement shall be deemed to include any
amount that the Committee agrees may be withheld at the time any such election
is made, not to exceed, in the case of income tax withholding, the amount
determined, based upon minimum statutory requirements, by using the maximum
federal, state, or local marginal income tax rates applicable to the Participant
with respect to the Award on the date that the amount of income tax to be
withheld is determined. The Fair Market Value of the Shares to be withheld or
delivered shall be determined as of the date that the taxes are required to be
withheld.

<PAGE>

                                   SECTION 12

                               CHANGE IN CONTROL

     12.1. Change in Control. Notwithstanding any other provision of this Plan
to the contrary, in the event of a Change in Control of the Company, all Awards
granted under this Plan that then are outstanding and that either are not then
exercisable or are subject to any restrictions or Performance Goals shall,
unless otherwise provided for in the Award Agreements applicable thereto, become
immediately exercisable, and all restrictions and Performance Goals shall be
removed, as of the first date that the Change in Control has been deemed to have
occurred, and shall remain removed for the remaining life of the Award as
provided herein and within the provisions of the related Award Agreements.

     12.2. Definition. For purposes of Section 12.1, a "Change in Control" of
the Company shall be deemed to have occurred if the conditions or events set
forth in any one or more of the following subsections shall occur:


     (a)  Any merger, consolidation, share exchange, or other combination or
          reorganization involving the Company, irrespective of which party is
          the surviving entity, excluding any merger, consolidation, share
          exchange, or other combination involving the Company solely in
          connection with the acquisition by the Company of any Subsidiary;


     (b)  Any sale, lease, exchange transfer, or other disposition of all or any
          substantial part of the assets of the Company;


     (c)  Any acquisition or agreement to acquire by any person or entity (other
          than an employee pension benefit plan sponsored by the Company),
          directly or indirectly, beneficial ownership of twenty-five percent
          (25%) or more of the outstanding voting stock of the Company;


     (d)  During any period of two consecutive years during the term of this
          Plan, individuals who at the Effective Date constitute the Board of
          Directors cease for any reason to constitute at least a majority
          thereof, unless the election of each Director at the beginning of such
          Director=s term has been approved by Directors representing at least
          two-thirds of the Directors then in office who were Directors on the
          Effective Date;

<PAGE>

     (e)  A majority of the Board or a majority of the shareholders of the
          Company approve, adopt, agree to recommend, or accept any agreement,
          contract, offer, or other arrangement providing for any of the
          transactions described above;

     (f)  The consummation of any series of transactions which result in any of
          the transactions described above; or

     (g)  Any other set of circumstances which the Board determines, in its sole
          discretion, to constitute a Change in Control of the Company.

                                   SECTION 13

                               LEGAL CONSTRUCTION

     13.1. Gender and Number. Except where otherwise indicated by the context,
any masculine term used herein also shall include the feminine, the plural shall
include the singular, and the singular shall include the plural.

     13.2. Severability. In the event any provision of this Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of this Plan, and this Plan shall be construed and enforced
as if the illegal or invalid provision had never been included herein.

     13.3. Requirements of Law. The grant of Awards and the issuance of Shares
under this Plan shall be subject to all applicable statutes, laws, rules, and
regulations and to such approvals and requirements as may be required from time
to time by any governmental authorities or any securities exchange or market on
which the Shares are then listed or traded.

     13.4. Governing Law. Except to the extent preempted by the Federal laws of
the United States of America, this Plan and all Award Agreements shall be
construed in accordance with and governed by the laws of the State of Indiana
without giving effect to any choice or conflict of law provisions, principles or
rules (whether of the State of Indiana or any other jurisdiction) that would
cause the application of any laws of any jurisdiction other than the State of
Indiana.

     13.5. Headings. The descriptive headings and sections of this Plan are
provided herein for convenience of reference only and shall not serve as a basis
for interpretation or construction of this Plan.

<PAGE>

     13.6. Mistake of Fact. Any mistake of fact or misstatement of facts shall
be corrected when it becomes known by a proper adjustment to an Award or Award
Agreement.

     13.7. Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document, or other information which the person relying
thereon considers pertinent and reliable, and signed, made, or presented by the
proper party or parties.

                                   SECTION 14

                                  MISCELLANEOUS

     14.1. Deferrals. The Committee, in its sole discretion, may permit a
Participant to elect to defer receipt of all or any percentage of the cash or
Shares that would otherwise be due to such Participant under an Award so long as
(a) such deferral election is made by the Participant in the Award Agreement
which provides for the payment of cash or the delivery of Shares, and (b) the
Award evidenced by such Award Agreement is based upon services to be rendered by
the Participant as an Employee after the Grant Date. The Award Agreement shall
specify the whole percentage (or dollar amount or Fair Market Value) of the cash
or Shares to be deferred and the date or event on or with respect to which any
amount deferred thereunder shall be distributed. In no event shall any amount
deferred under this Section 14.1 become distributable later than the earlier of
the following two (2) events: the date of the Participant=s death or the date on
which the Participant attains age sixty-five (65). Any such deferral election
shall be subject to such additional rules and procedures as may be determined by
the Committee in its sole discretion. All cash amounts deferred under this
Section 14.1 shall be distributed solely in the form of a single lump sum
payment as soon as reasonably practicable following the date on which the amount
deferred becomes distributable. In the case of all amounts deferred under this
Section 14.1 which are intended to qualify as "performance-based compensation"
under Section 162(m) of the Code, any amount paid in excess of the amount
deferred shall be based on a reasonable rate of interest or a "predetermined
actual investment" as described in the Treasury Regulations promulgated under
Section 162(m) of the Code.

     14.2. No Effect on Employment or Service. Neither this Plan nor the grant
of any Awards or the execution of any Award Agreement shall confer upon any
Participant any right to continued employment by the Company or shall interfere
with or limit in any way the right of the Company to terminate any Participant=s
employment or service at any time, with or without Cause. Employment with the
Company and its Affiliates is on an at-will basis only, unless otherwise
provided by a written employment or severance agreement, if any, between the
Participant and the Company or an Affiliate, as the case may be. If there is any
conflict between the provisions of this Plan and an employment or severance
agreement between a Participant and the Company, the

<PAGE>

provisions of such employment or severance agreement shall control, including,
but not limited to, the vesting and nonforfeiture of any Awards.

     14.3. No Company Obligation. Unless required by applicable law, the
Company, an Affiliate, the Board of Directors, and the Committee shall not have
any duty or obligation to affirmatively disclose material information to a
record or beneficial holder of Shares or an Award, and such holder shall have no
right to be advised of any material information regarding the Company or any
Affiliate at any time prior to, upon, or in connection with the receipt,
exercise, or distribution of an Award. In addition, the Company, an Affiliate,
the Board of Directors, the Committee, and any attorneys, accountants, advisors,
or agents for any of the foregoing shall not provide any advice, counsel, or
recommendation to any Participant with respect to, without limitation, any
Award, any exercise of an Option, or any tax consequences relating to an Award.

     14.4. Participation. No Employee shall have the right to be selected to
receive an Award under this Plan or, having been selected, to be selected to
receive a future Award. Participation in the Plan will not give any Participant
any right or claim to any benefit under the Plan, unless such right or claim has
specifically accrued under the terms of this Plan.

     14.5. Liability and Indemnification. No member of the Board, the Committee,
or any officer or employee of the Company or any Affiliate shall be personally
liable for any action, failure to act, decision, or determination made in good
faith in connection with this Plan. By participating in this Plan, each
Participant agrees to release and hold harmless the Company and its Affiliates
(and their respective directors, officers, and employees) and the Committee from
and against any tax liability, including, but not limited to, interest and
penalties, incurred by the Participant in connection with his receipt of Awards
under this Plan and the deferral, payment, and exercise thereof. Each person who
is or shall have been a member of the Committee, or of the Board, shall be
indemnified and held harmless by the Company against and from (a) any loss,
cost, liability, or expense (including, but not limited to, attorneys= fees)
that may be imposed upon or reasonably incurred by him or her in connection with
or resulting from any claim, action, suit, or proceeding to which he or she may
be a party or in which he or she may be involved by reason of any action taken
or failure to act under this Plan or any Award Agreement, and (b) any and all
amounts paid by him or her in settlement thereof, with the Company=s prior
written approval, or paid by him or her in satisfaction of any judgment in any
such claim, action, suit, or proceeding against him or her; provided, however,
that he or she shall give the Company an opportunity, at the Company=s expense,
to handle and defend such claim, action, suit, or proceeding before he or she
undertakes to handle and defend the same on his or her own behalf. The foregoing
right of indemnification shall not be exclusive of any other rights of
indemnification to which such persons may be entitled under the Company=s
Articles of Incorporation or By-Laws, by contract, as a matter of law or
otherwise, or under any power that the Company may have to indemnify them or
hold them harmless.

<PAGE>

     14.6. Successors. All obligations of the Company under this Plan, with
respect to Awards granted hereunder, shall be binding on any successor to the
Company, whether or not the existence of such successor is the result of a
Change in Control of the Company.

     The Company shall not, and shall not permit its Affiliates to, recommend,
facilitate, or agree or consent to a transaction or series of transactions which
would result in a Change in Control of the Company unless and until the person
or persons or entity or entities acquiring control of the Company as a result of
such Change in Control agree(s) to be bound by the terms of this Plan insofar as
it pertains to Awards theretofore granted and agrees to assume and perform the
obligations of the Company and its Successor (as defined in subsection 4.5.2)
hereunder.

     14.7. Beneficiary Designations. Any Participant may designate, on such
forms as may be provided by the Committee for such purpose, a Beneficiary to
whom any vested but unpaid Award shall be paid in the event of the Participant=s
death. Each such designation shall revoke all prior designations by the
Participant and shall be effective only if given in a form and manner acceptable
to the Committee. In the absence of any such designation, any vested benefits
remaining unpaid at the Participant=s death shall be paid to the Participant=s
estate and, subject to the terms of this Plan and of the applicable Award
Agreement, any unexercised vested Award may be exercised by the administrator or
executor of the Participant=s estate.

     14.8. Nontransferability of Awards. Except as provided in Sections 14.8.1
and 14.8.2, no Award under this Plan can be sold, transferred, assigned,
margined, encumbered, bequeathed, gifted, alienated, hypothecated, pledged, or
otherwise disposed of, whether by operation of law, whether voluntarily or
involuntarily or otherwise, other than by will or by the laws of descent and
distribution. In addition, no Award under this Plan shall be subject to
execution, attachment, or similar process. Any attempted or purported transfer
of an Award in contravention of this Plan or an Award Agreement shall be null
and void ab initio and of no force or effect whatsoever. All rights with respect
to an Award granted to a Participant shall be exercisable during his or her
lifetime only by the Participant.

     14.8.1. Limited Transfers of Nonqualified Stock Options. Notwithstanding
the foregoing, the Committee may, in its sole discretion, permit the transfer of
Nonqualified Stock Options by a Participant to: (a) the Participant=s spouse,
any children or lineal descendants of the Participant or the Participant=s
spouse, or the spouse(s) of any such children or lineal descendants ("Immediate
Family Members"), (b) a trust or trusts for the exclusive benefit of Immediate
Family Members, or (c) a partnership or limited liability company in which the
Participant and/or the Immediate Family Members are the only equity owners,
(collectively, "Eligible Transferees"); provided, however, that, in the event
the Committee permits the transferability of Nonqualified Stock Options granted
to the

<PAGE>

Participant, the Committee may subsequently, in its sole discretion, amend,
modify, revoke, or restrict, without the prior consent, authorization, or
agreement of the Eligible Transferee, the ability of the Participant to transfer
Nonqualified Stock Options that have not been already transferred to an Eligible
Transferee. An Option that is transferred to an Immediate Family Member shall
not be transferable by such Immediate Family Member, except for any transfer by
such Immediate Family Member=s will or by the laws of descent and distribution
upon the death of such Immediate Family Member. Incentive Stock Options granted
under this Plan shall not be transferable pursuant to this Section 14.8.

     14.8.2. Exercise by Eligible Transferees. In the event that the Committee,
in its sole discretion, permits the transfer of Nonqualified Stock Options by a
Participant to an Eligible Transferee under Section 14.8.1, the Options
transferred to the Eligible Transferee must be exercised by such Eligible
Transferee and, in the event of the death of such Eligible Transferee, by such
Eligible Transferee=s executor or administrator only in the same manner, to the
same extent, and under the same circumstances (including, but not limited to,
the time period within which the Options must be exercised) as the Participant
could have exercised such Options. The Participant, or in the event of his or
her death, the Participant=s estate, shall remain liable for all federal, state,
local, and other taxes applicable upon the exercise of a Nonqualified Stock
Option by an Eligible Transferee.

     14.9. No Rights as Shareholder. Except to the limited extent provided in
Sections 8.6 and 8.7, no Participant (or any Beneficiary) shall have any of the
rights or privileges of a shareholder of the Company with respect to any Shares
issuable pursuant to an Award (or the exercise thereof), unless and until
certificates representing such Shares shall have been recorded on the Company=s
official shareholder records (or the records of its transfer agents or
registrars) as having been issued and transferred to the Participant (or his or
her Beneficiary).

     14.10. Mitigation of Excise Tax. Subject to any other agreement providing
for the Company=s indemnification of the tax liability described herein, if any
payment or right accruing to a Participant under this Plan (without the
application of this Section 14.10), either alone or together with other payments
or rights accruing to the Participant from the Company or an Affiliate ("Total
Payments"), would constitute a "parachute payment", as defined in Section 280G
of the Code and regulations thereunder, such payment or right shall be reduced
to the largest amount or greatest right that will result in no portion of the
amount payable or right accruing under this Plan being subject to an excise tax
under Section 4999 of the Code or being disallowed as a deduction under Section
280G of the Code. The determination of whether any reduction in the rights or
payments under this Plan is to apply shall be made by the Committee in good
faith after consultation with the Participant, and such determination shall be
conclusive and binding on the Participant. The Participant shall

<PAGE>

cooperate in good faith with the Committee in making such determination and
providing the necessary information for this purpose.

     14.11. Funding. Benefits payable under this Plan to any person will be paid
by the Company from its general assets. Shares to be distributed hereunder shall
be issued directly by the Company from its authorized but unissued Shares or
acquired by the Company on the open market, or a combination thereof. Neither
the Company nor any of its Affiliates shall be required to segregate on their
books or otherwise establish any funding procedure for any amount to be used for
the payment of benefits under this Plan. The Company or any of its Affiliates
may, however, in their sole discretion, set funds aside in investments to meet
any anticipated obligations under this Plan. Any such action or set-aside shall
not be deemed to create a trust of any kind between the Company or any of its
Affiliates and any Participant or other person entitled to benefits under the
Plan or to constitute the funding of any Plan benefits. Consequently, any person
entitled to a payment under the Plan will have no rights greater than the rights
of any other unsecured general creditor of the Company or its Affiliates.

     14.12. Use of Proceeds. The proceeds received by the Company from the sale
of Shares pursuant to this Plan will be used for general corporate purposes.

                                                  OLD NATIONAL BANCORP




DATED:  April 15, 1999                            By: /s/ JAMES A. RISINGER
                                                      James A. Risinger
                                                      Chairman and CEO


ATTEST:


By: /s/ JEFFREY L. KNIGHT
    Jeffrey L. Knight
    Corporate Secretary and General Counsel