<PAGE>

                                                                     EXHIBIT 4.5

                [FORM OF JUNIOR SUBORDINATED DEBENTURE INDENTURE]

                              OLD NATIONAL BANCORP

                                       to

                J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,
                                   as Trustee

                                    INDENTURE

                                  Dated as of -

<PAGE>

                                TABLE OF CONTENTS

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<CAPTION>
                                                                                             PAGE
<S>                                                                                          <C>
                                        ARTICLE I
                 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.1.   Definitions...............................................................      1
SECTION 1.2.   Compliance Certificates and Opinions......................................      8
SECTION 1.3.   Form of Documents Delivered to Trustee....................................      9
SECTION 1.4.   Acts of Holders; Record Dates.............................................      9
SECTION 1.5.   Notices, Etc., to Trustee and Company.....................................     11
SECTION 1.6.   Notice to Holders; Waiver.................................................     11
SECTION 1.7.   Conflict with Trust Indenture Act.........................................     11
SECTION 1.8.   Effect of Headings and Table of Contents..................................     11
SECTION 1.9.   Successors and Assigns....................................................     12
SECTION 1.10.  Separability Clause.......................................................     12
SECTION 1.11.  Benefits of Indenture.....................................................     12
SECTION 1.12.  Governing Law.............................................................     12
SECTION 1.13.  Legal Holidays............................................................     12
SECTION 1.14.  Agreed Tax Treatment......................................................     12

                                       ARTICLE II
                                     SECURITY FORMS

SECTION 2.1.   Forms Generally...........................................................     13
SECTION 2.2.   Form of Face of Security..................................................     13
SECTION 2.3.   Form of Reverse of Security...............................................     17
SECTION 2.4.   Form of Trustee's Certificate of Authentication...........................     19

                                       ARTICLE III
                                     THE SECURITIES

SECTION 3.1.   Amount Unlimited; Issuable in Series......................................     20
SECTION 3.2.   Denominations.............................................................     22
SECTION 3.3.   Execution, Authentication, Delivery and Dating............................     23
SECTION 3.4.   Temporary Securities......................................................     24
SECTION 3.5.   Global Securities.........................................................     24
SECTION 3.6.   Registration, Transfer and Exchange.......................................     25
SECTION 3.7.   Mutilated, Destroyed, Lost and Stolen Securities..........................     26
SECTION 3.8.   Payment of Interest; Interest Rights Preserved............................     27
SECTION 3.9.   Persons Deemed Owners.....................................................     28
SECTION 3.10.  Cancellation..............................................................     29
SECTION 3.11.  Interest..................................................................     29
SECTION 3.12.  Shortening of Stated Maturity.............................................     29
SECTION 3.13.  Right of Set-Off..........................................................     30
SECTION 3.14.  CUSIP Number..............................................................     30
</TABLE>

                                       i

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<TABLE>
<S>                                                                                           <C>
                                       ARTICLE IV
                               SATISFACTION AND DISCHARGE

SECTION 4.1.   Satisfaction and Discharge of Indenture...................................     30
SECTION 4.2.   [intentionally omitted]
SECTION 4.3.   [intentionally omitted]
SECTION 4.4.   [intentionally omitted]
SECTION 4.5.   Application of Trust Money................................................     31
SECTION 4.6.   Indemnity for U.S. Government Obligations.................................     32

                                        ARTICLE V
                                  DEFAULTS AND REMEDIES

SECTION 5.1.   Events of Default.........................................................     32
SECTION 5.2.   Acceleration of Maturity; Rescission and Annulment........................     33
SECTION 5.3.   Collection of Indebtedness and Suits for Enforcement by Trustee...........     34
SECTION 5.4.   Trustee May File Proofs of Claim..........................................     35
SECTION 5.5.   Trustee May Enforce Claims Without Possession of Securities...............     36
SECTION 5.6.   Application of Money Collected............................................     36
SECTION 5.7.   Limitation on Suits.......................................................     36
SECTION 5.8.   Unconditional Right of Holders to Receive Principal, Premium and Interest;
               Direct Action by Holders of Capital Securities............................     37
SECTION 5.9.   Restoration of Rights and Remedies........................................     38
SECTION 5.10.  Rights and Remedies Cumulative............................................     38
SECTION 5.11.  Delay or Omission Not Waiver..............................................     38
SECTION 5.12.  Control by Holders........................................................     38
SECTION 5.13.  Waiver of Past Defaults...................................................     39
SECTION 5.14.  Undertaking for Costs.....................................................     39

                                       ARTICLE VI
                                       THE TRUSTEE

SECTION 6.1.   Certain Duties and Responsibilities.......................................     39
SECTION 6.2.   Notice of Defaults........................................................     41
SECTION 6.3.   Certain Rights of Trustee.................................................     41
SECTION 6.4.   Not Responsible for Recitals or Issuance of Securities....................     42
SECTION 6.5.   May Hold Securities.......................................................     42
SECTION 6.6.   Money Held in Trust.......................................................     42
SECTION 6.7.   Compensation and Reimbursement............................................     42
SECTION 6.8.   Disqualification; Conflicting Interests...................................     43
SECTION 6.9.   Corporate Trustee Required; Eligibility...................................     43
SECTION 6.10.  Resignation and Removal; Appointment of Successor.........................     43
SECTION 6.11.  Acceptance of Appointment by Successor....................................     45
SECTION 6.12.  Merger, Conversion, Consolidation or Succession to Business...............     46
SECTION 6.13.  Preferential Collection of Claims Against Company.........................     46
SECTION 6.14.  Appointment of Authenticating Agent.......................................     46
</TABLE>

                                       ii

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<TABLE>
<S>                                                                                           <C>
                                       ARTICLE VII
                    HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 7.1.   Company to Furnish Trustee Names and Addresses of Holders.................     48
SECTION 7.2.   Preservation of Information; Communications to Holders....................     48
SECTION 7.3.   Reports by Trustee........................................................     49
SECTION 7.4.   Reports by Company........................................................     49

                                      ARTICLE VIII
                  CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 8.1.   Company May Consolidate, Etc., Only on Certain Terms......................     49
SECTION 8.2.   Successor Company Substituted.............................................     50

                                       ARTICLE IX
                                 SUPPLEMENTAL INDENTURES

SECTION 9.1.   Supplemental Indentures Without Consent of Holders........................     51
SECTION 9.2.   Supplemental Indentures with Consent of Holders...........................     52
SECTION 9.3.   Execution of Supplemental Indentures......................................     53
SECTION 9.4.   Effect of Supplemental Indentures.........................................     53
SECTION 9.5.   Conformity with Trust Indenture Act.......................................     53
SECTION 9.6.   Reference in Securities to Supplemental Indentures........................     54

                                        ARTICLE X
                                        COVENANTS

SECTION 10.1.  Payment of Principal, Premium and Interest................................     54
SECTION 10.2.  Maintenance of Office or Agency...........................................     54
SECTION 10.3.  Money for Securities Payments to Be Held in Trust.........................     54
SECTION 10.4.  Statement by Officers as to Default.......................................     56
SECTION 10.5.  Covenants as to ONB Trusts................................................     56
SECTION 10.6.  Payment of Expenses and Additional Amounts................................     57
SECTION 10.7.  Listing on an Exchange....................................................     58

                                       ARTICLE XI
                                REDEMPTION OF SECURITIES

SECTION 11.1.  Applicability of Article..................................................     58
SECTION 11.2.  Election to Redeem; Notice to Trustee.....................................     59
SECTION 11.3.  Selection by Trustee of Securities to Be Redeemed.........................     59
SECTION 11.4.  Notice of Redemption......................................................     60
SECTION 11.5.  Deposit of Redemption Price...............................................     60
SECTION 11.6.  Securities Payable on Redemption Date.....................................     61
SECTION 11.7.  Securities Redeemed in Part...............................................     61
SECTION 11.8.  Special Event Redemption..................................................     61
</TABLE>

                                      iii

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<TABLE>
<S>                                                                                           <C>
                                       ARTICLE XII
                                      SINKING FUND

SECTION 12.1.  Applicability of Article..................................................     62
SECTION 12.2.  Satisfaction of Sinking Fund Payments with Securities.....................     62
SECTION 12.3.  Redemption of Securities for Sinking Fund.................................     62

                                      ARTICLE XIII
                            DEFERRAL OF INTEREST PAYMENT DATE

SECTION 13.1.  Deferral of Interest Payment Date.........................................     64
SECTION 13.2.  Notice of Deferral........................................................     64
SECTION 13.3.  Limitation of Transactions During Interest Payment Deferral Period........     65

                                       ARTICLE XIV
                               SUBORDINATION OF SECURITIES

SECTION 14.1.  Agreement to Subordinate..................................................     65
SECTION 14.2.  Default on Senior Debt....................................................     66
SECTION 14.3.  Liquidation; Termination; Bankruptcy......................................     66
SECTION 14.4.  Subrogation...............................................................     67
SECTION 14.5.  Trustee to Effectuate Subordination.......................................     68
SECTION 14.6.  Notice by the Company.....................................................     68
SECTION 14.7.  Rights of the Trustee; Holders of Senior Debt.............................     69
SECTION 14.8.  Subordination May Not Be Impaired.........................................     70

                                       ARTICLE XV
                                      MISCELLANEOUS

SECTION 15.1.  Acknowledgement of Rights.................................................     70
</TABLE>

                                       iv

<PAGE>

                              Old National Bancorp

Reconciliation and tie between Trust Indenture Act of 1939, as amended, and
Indenture, dated as of -:

<TABLE>
<CAPTION>
       Trust Indenture
        Act Section                                                       Indenture Section
<S>                                                                         <C>
Section 310  (a)(1)...................................................     6.9
             (a)(2)...................................................     6.9
             (a)(3)...................................................     Not Applicable
             (a)(4)...................................................     Not Applicable
             (b)......................................................     6.8, 6.10
Section 311  .........................................................     6.13
Section 312  (a)......................................................     7.1, 7.2(a)
             (b)......................................................     7.2(b)
             (c)......................................................     7.2(c)
Section 313  (a)......................................................     7.3(a), 7.3(b)
             (b)......................................................     7.3(a)
             (c)......................................................     7.3(a)
             (d)......................................................     7.3(c)
Section 314  (a)......................................................     7.4
             (b)......................................................     Not Applicable
             (c)(1)...................................................     1.2
             (c)(2)...................................................     1.2
             (c)(3)...................................................     Not Applicable
             (d)......................................................     Not Applicable
             (e)......................................................     1.2
Section 315  (a)......................................................     6.1(a)
             (b)......................................................     6.2, 7.3(a)
             (c)......................................................     6.1(b)
             (d)......................................................     6.1(c)
             (d)(1)...................................................     6.1(c)(i)
             (d)(2)...................................................     6.1(c)(ii)
             (d)(3)...................................................     6.1(c)(iii)
             (e)......................................................     5.14
Section 316  (a)(1)(A)................................................     5.12
             (a)(1)(B)................................................     5.13
             (a)(2)...................................................     Not Applicable
             (b)......................................................     5.8
Section 317  (a)(1)...................................................     5.3
             (a)(2)...................................................     5.4
             (b)......................................................     10.3
Section 318  (a)......................................................     1.7
</TABLE>

----------
NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a
      part of the Indenture.

                                       v

<PAGE>



            INDENTURE, dated as of -, between OLD NATIONAL BANCORP, a financial
holding company duly organized and under the laws of the State of Indiana (the
"Company"), having its principal office at One Main Street, Evansville, Indiana
47708, and J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, a national banking
association duly organized and existing under the laws of the United States of
America, as Trustee (the "Trustee").


                             RECITALS OF THE COMPANY

            WHEREAS, the Company has duly authorized the execution and delivery
of this Indenture to provide for the issuance from time to time of its unsecured
junior subordinated debentures, notes or other evidences of indebtedness (the
"Securities"), to be issued in one or more series as in this Indenture provided,
including, but not limited to, Securities issued to evidence loans made to the
Company of the proceeds from the issuance from time to time by one or more
statutory trusts (each, an "ONB Trust") of undivided preferred beneficial
interests in the assets of such ONB Trusts (the "Capital Securities") and
undivided common beneficial interests in the assets of such ONB Trusts (the
"Common Securities" and, together with the Capital Securities, the "Trust
Securities"), and to provide the terms and conditions upon which the Securities
are to be authenticated, issued and delivered; and

            WHEREAS, all things necessary to make this Indenture a valid
agreement of the Company, in accordance with its terms, have been done.

            NOW, THEREFORE, THIS INDENTURE WITNESSETH:

            For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities or of series
thereof, as follows:

                                   ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.1 Definitions.

            For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

            (1) the terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular;

            (2) all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;

            (3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles, and, except as otherwise herein expressly provided, the term
"generally accepted accounting principles" with

<PAGE>

respect to any computation required or permitted hereunder shall mean such
accounting principles as are generally accepted at the date of such computation;
and

            (4) the words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision.

            "Act," when used with respect to any Holder, has the meaning
specified in Section 1.4.

            "Additional Amounts" has the meaning specified in Section 10.6.

            "Additional Interest" means, in respect of the Securities of a
series, interest accrued (to the extent that the payment of such interest shall
be legally enforceable) on interest overdue and unpaid at the rate per annum
specified in a Board Resolution or an indenture supplemented hereto as the rate
at which Additional Interest shall accrue, compounded each Interest Payment
Period and calculated as set forth in the form of the Securities to be issued
pursuant to this Indenture set forth in Section 2.2, from the dates on which
such interest would otherwise have been due and payable until paid or made
available for payment.

            "Administrators" has the meaning set forth in the Trust Agreement of
the applicable ONB Trust.

            "Affiliate" of any specified Person means any other Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

            "Agent Member" means any member of, or participant in, the
Depositary.

            "Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of the Depositary for such Security, in each case to the
extent applicable to such transaction and as in effect from time to time.

            "Authenticating Agent" means any Person authorized by the Trustee to
act on behalf of the Trustee to authenticate Securities.

            "Board of Directors" means either the board of directors of the
Company or any duly authorized committee of that board.

            "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

                                       2

<PAGE>

            "Business Day" means any day other than a Saturday or Sunday or a
day on which banking institutions in The City of New York are authorized or
required by law, regulation or executive order to remain closed.

            "Capital Securities" means undivided beneficial interests in the
assets of an ONB Trust which rank, except upon the occurrence and continuation
of a Default, pari passu with Common Securities issued by such ONB Trust.

            "Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Exchange Act, or, if at any time
after the execution of this instrument such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties at such time.

            "Common Securities" means undivided beneficial interests in the
assets of an ONB Trust which rank, except upon the occurrence and continuation
of a Default, pari passu with Capital Securities issued by such ONB Trust.

            "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor corporation shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor corporation.

            "Company Request" or "Company Order" means a written request or
order signed in the name of the Company by its Chairman of the Board, its
President, a Senior Vice President, its Chief Financial Officer or its Corporate
Controller, and by its Treasurer, an Assistant Treasurer, its Secretary or an
Assistant Secretary, and delivered to the Trustee.

            "Corporate Trust Office" means the principal office of the Trustee
in the State of Illinois at which at any particular time its corporate trust
business shall be principally administered, which at the date hereof is located
at 227 West Monroe, 26th Floor, Chicago, Illinois 60606.

            "Default" has the meaning specified in Section 5.7.

            "Defaulted Interest" has the meaning specified in Section 3.8.

            "Deferred Interest" has the meaning specified in Section 13.1.

            "Delaware Trustee" has the meaning specified in the Trust Agreement
of the applicable ONB Trust.

            "Depositary" means, with respect to Securities of any series
issuable in whole or in part in the form of one or more Global Securities, a
clearing agency registered under the Exchange Act that is designated to act as
Depositary for such Securities as contemplated by Section 3.1.

            "Direct Action" has the meaning specified in Section 15.1.

                                       3

<PAGE>

            "Distributions" on Capital Securities of an ONB Trust has the
meaning set forth in the Trust Agreement of such ONB Trust.

            "Early Termination Event" has the meaning specified in the Trust
Agreement of the applicable ONB Trust.

            "Event of Default" has the meaning specified in Section 5.1.

            "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, and any successor legislation.

            "Floating or Adjustable Rate Provision" means a formula or
provision, specified in a Board Resolution or an indenture supplemental hereto,
providing for the determination, whether pursuant to objective factors or
pursuant to the sole discretion of any Person (including the Company), and
periodic adjustment of the interest rate per annum borne by a Floating or
Adjustable Rate Security.

            "Floating or Adjustable Rate Security" means any Security which
provides for interest to be payable thereon at a rate per annum that may vary
from time to time over the term thereof in accordance with a Floating or
Adjustable Rate Provision.

            "Global Security" means a Security that evidences all or part of the
Securities of any series and is authenticated and delivered to, and registered
in the name of, the Depositary for such Securities or a nominee thereof.

            "Guarantee" means, in respect of any ONB Trust created on or prior
to the date hereof, the guarantee agreement executed or to be executed by the
Company for the benefit of holders of the Capital Securities of such ONB Trust.

            "Holder" means a Person in whose name a Security is registered in
the Security Register.

            "Indenture" means this instrument as originally executed or as it
may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of particular series of Securities established as
contemplated by Section 3.1.

            "Interest Payment Date," when used with respect to any Security,
means the Stated Maturity of an installment of interest on such Security.

            "Interest Payment Deferral Period" has the meaning specified in
Section 13.1.

            "Interest Payment Period," when used with respect to any Security,
means the period specified in such Security as the period of accrual of interest
for such Security.

            "Interest Rate" has the meaning specified in Section 3.11.

                                       4

<PAGE>

            "Issuer Trustees" has the meaning set forth in the Trust Agreement
of the applicable ONB Trust.

            "Maturity," when used with respect to any Security, means the date
on which the principal of such Security or an installment of principal becomes
due and payable as therein or herein provided, whether at the Stated Maturity or
by declaration of acceleration, call for redemption or otherwise.

            "Notice of Default" has the meaning specified in Section 5.7.

            "Officers' Certificate" means a certificate signed by the Chairman
of the Board, the President, a Senior Vice President, the Chief Financial
Officer or the Corporate Controller, and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary of the Company, and delivered
to the Trustee.

            "ONB Trust" has the meaning set forth in the Preamble hereto.

            "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company.

            "Outstanding," when used with respect to Securities, means, as of
the date of determination, all Securities theretofore authenticated and
delivered under this Indenture, except:

            (i) Securities theretofore cancelled by the Trustee or delivered to
      the Trustee for cancellation;

            (ii) Securities for whose payment or redemption money in the
      necessary amount has been theretofore deposited with the Trustee or any
      Paying Agent (other than the Company) in trust or set aside and segregated
      in trust by the Company (if the Company shall act as its own Paying Agent)
      for the Holders of such Securities; provided that, if such Securities are
      to be redeemed, notice of such redemption has been duly given pursuant to
      this Indenture or provision therefor satisfactory to the Trustee has been
      made; and

            (iii) Securities which have been paid pursuant to Section 3.7 or in
      exchange for or in lieu of which other Securities have been authenticated
      and delivered pursuant to this Indenture, other than any such Securities
      in respect of which there shall have been presented to the Trustee proof
      satisfactory to it that such Securities are held by a bona fide purchaser
      in whose hands such Securities are valid obligations of the Company;
      provided that in determining whether the Holders of the requisite
      principal amount of the Outstanding Securities have given any request,
      demand, authorization, direction, notice, consent or waiver hereunder
      Securities owned by the Company or any other obligor upon the Securities
      or any Affiliate of the Company or of such other obligor shall be
      disregarded and deemed not to be Outstanding; provided, however, that, in
      determining whether the Trustee shall be protected in relying, upon any
      such request, demand, authorization, direction, notice, consent or waiver,
      only Securities which a Responsible Officer of the Trustee actually knows
      to be so owned shall be so disregarded and provided, further, that
      Securities held by the Property Trustee for the benefit of the

                                       5

<PAGE>

      holders of the Capital Securities shall not be so disregarded. Securities
      so owned which have been pledged in good faith may be regarded as
      Outstanding if the pledgee establishes to the satisfaction of the Trustee
      the pledgee's right so to act with respect to such Securities and that the
      pledgee is not the Company or any other obligor upon the Securities or any
      Affiliate of the Company or of such other obligor.

            "Paying Agent" means any Person authorized by the Company to pay the
principal of (or premium, if any) or interest on any Securities on behalf of the
Company.

            "Person" means any individual, corporation, partnership, joint
venture, association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

            "Place of Payment," when used with respect to the Securities of any
series, means the place or places where the principal of (and premium, if any)
and interest on the Securities of that series are payable as specified as
contemplated by Section 3.1.

            "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 3.7 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

            "Property Trustee" has the meaning set forth in the Trust Agreement
of the applicable ONB Trust.

            "Redemption Date," when used with respect to any Security to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

            "Redemption Option Date" means, with respect to a series of
Securities, the date specified as contemplated by Section 3.1 on or after which,
from time to time, the Company, at its option, may redeem such series of
Securities in whole or in part.

            "Redemption Price," when used with respect to any Security to be
redeemed, means such percentage of the principal amount of such Security that is
specified pursuant to Section 3.1 plus any accrued and unpaid interest thereon
to the Redemption Date.

            "Regular Record Date" for the interest payable on any Interest
Payment Date on the Securities of any series means the date specified as such
pursuant to Section 3.1.

            "Regulator" means the Board of Governors of the Federal Reserve
System or the primary federal banking regulator of the Company.

            "Responsible Officer" means, with respect to the Trustee, any
officer within the Corporate Trust Office of the Trustee, including any
vice-president, any assistant vice-president, any assistant secretary, the
treasurer, any assistant treasurer or other officer of the Corporate Trust
Office of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust

                                       6

<PAGE>

matter, any other officer to whom such matter is referred because of that
officer's knowledge of and familiarity with the particular subject.

            "Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

            "Security Beneficial Owner" means, with respect to an interest in a
Global Security, a person who is the beneficial owner of such interest, as
reflected on the books of the Depositary, or on the books of a Person
maintaining an account with such Depositary (directly as a Depositary
participant or as an indirect participant, in each case in accordance with the
rules of the Depositary).

            "Security Register" and "Security Registrar" have the respective
meanings specified in Section 3.6.

            "Senior Debt" means, (1) all obligations of the Company in respect
of borrowed and purchased money, including, but not limited to, all indebtedness
(whether now or hereafter outstanding) issued under the Indenture, dated as of
July 23, 1997, between the Company and J. P. Morgan Trust Company, National
Association (as successor to Bank One, NA), as trustee, as the same may be
amended, modified or supplemented from time to time, and under any other
indenture the terms of which do not expressly provide that such indebtedness
will rank equally with or junior to the Securities; (2) all obligations of the
Company arising from off-balance sheet guarantees and direct credit substitutes;
(3) all capital lease obligations of the Company; (4) all obligations of the
Company issued or assumed as the deferred purchase price of property, all
conditional sale obligations of the Company and all obligations of the Company
under any conditional sale or title retention agreement, but excluding trade
accounts payable arising in the ordinary course of business; (5) all
obligations, contingent or otherwise, of the Company in respect of any letters
of credit, banker's acceptances, security purchase facilities or similar credit
transactions; (6) all obligations of the Company associated with derivative
products such as interest rate and foreign exchange contracts, commodity
contracts and similar arrangements; (7) all obligations of the type referred to
in clauses (1) through (6) above of other Persons for the payment of which the
Company is responsible or liable as obligor, guarantor or otherwise; and (8) all
obligations of the type referred to in clauses (1) through (7) above of other
Persons secured by any lien on any property or asset of the Company, whether or
not such obligation is assumed by the Company, in each case, whether outstanding
on the date as of which this Indenture is dated, or created, assumed or incurred
after such date, except that Senior Debt shall not include (A) any indebtedness
that by its terms ranks equally with, or junior to, the Securities; and (B) any
indebtedness between or among the Company and (i) any ONB Trust or a trustee of
such ONB Trust or (ii) any other trust, or a trustee of such trust, partnership
or other entity affiliated with the Company that is a financing vehicle of the
Company in connection with the issuance by such financing vehicle of preferred
securities or other securities guaranteed by the Company pursuant to an
instrument that ranks equally with, or junior to, any Guarantee.

            "Special Event," with respect to an ONB Trust, has the meaning
specified in the Trust Agreement of such ONB Trust.

                                       7

<PAGE>

            "Special Record Date" for the payment of any Defaulted Interest
means a date fixed by the Trustee pursuant to Section 3.8.

            "Stated Maturity," when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable.

            "Trust Agreement" means, with respect to an ONB Trust, the amended
and restated trust agreement or any other governing instrument of such ONB
Trust.

            "Trust Indenture Act" means the Trust Indenture Act of 1939, as in
force at the date as of which this instrument was executed, except as provided
in Section 9.5.

            "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder, and
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that series.

            "Underwriting Agreement" has the meaning set forth in the Trust
Agreement of the applicable ONB Trust.

            "U.S. Government Obligations" has the meaning specified in Section
4.1.

SECTION 1.2 Compliance Certificates and Opinions.

            Upon any application or request by the Company to the Trustee to
take any action under any provision of this Indenture, the Company shall furnish
to the Trustee an Officer's Certificate stating that all conditions precedent,
if any, provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

            Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include,

            (a) a statement that each individual signing such certificate or
opinion has read such covenant or condition and the definitions herein relating
thereto;

            (b) a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such
certificate or opinion are based;

                                       8

<PAGE>

            (c) a statement that, in the opinion of each such individual, he has
made such examination or investigation as is necessary to enable him to express
an informed opinion as to whether or not such covenant or condition has been
complied with; and

            (d) a statement as to whether, in the opinion of each such
individual, such condition or covenant has been complied with.

SECTION 1.3 Form of Documents Delivered to Trustee.

            In any case where several matters are required to be certified by,
or covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

            Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

            Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

SECTION 1.4 Acts of Holders; Record Dates.

            (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided or permitted by this Indenture to be given or
taken by Holders shall be embodied in and evidenced by one or more substantially
similar instruments signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 6.1) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

            (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying

                                       9

<PAGE>

that the individual signing such instrument or writing acknowledged to him the
execution thereof. Where such execution is by a signer acting in a capacity
other than his individual capacity, such certificate or affidavit shall also
constitute sufficient proof of his authority. The fact and date of the execution
of any such instrument or writing, or the authority of the Person executing the
same, may also be proved in any other manner which the Trustee deems sufficient.

            (c) The ownership of Securities shall be proved by the Security
Register.

            (d) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Security shall bind every future Holder
of the same Security and the Holder of every Security issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee or the
Company in reliance thereon, whether or not notation of such action is made upon
such Security.

            (e) The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Securities of such series; provided, that the
Company may not set a record date for, and the provisions of this paragraph
shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next succeeding paragraph.
If any record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other Holders,
shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such record date. Nothing in this paragraph shall be
construed to prevent the Company from setting a new record date for any action
for which a record date has previously been set pursuant to this paragraph
(whereupon the record date previously set shall automatically and with no action
by any Person be cancelled and of no effect). Promptly after any record date is
set pursuant to this paragraph, the Company, at its own expense, shall cause
notice of such record date and the proposed action by Holders to be given to the
Trustee in writing and to each Holder of Securities of the relevant series in
the manner set forth in Section 1.6.

            The Trustee may set any date as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to join
in the giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 5.2, (iii) any request to institute
proceedings referred to in Section 5.7, or (iv) any direction referred to in
Section 5.12, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date. Nothing in this
paragraph shall be construed to prevent the Trustee from setting a new record
date for any action for which a record date has previously been set pursuant to
this paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be cancelled and of no effect). Promptly after any
record date is set pursuant to this paragraph, the Trustee, at the Company's
expense, shall cause notice of such record date and the proposed action by
Holders to be given to the Company in writing and to each Holder of Securities
of the relevant series in the manner set forth in Section 1.6.

                                       10

<PAGE>

SECTION 1.5 Notices, Etc., to Trustee and Company.

            Any request, demand, authorization, direction, notice, consent,
waiver or Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with,

            (a) the Trustee by any Holder or by the Company shall be sufficient
for every purpose hereunder if made, given, furnished or filed in writing to or
with the Trustee at its Corporate Trust Office, Attention: Corporate Trust
Administration; provided, however, that such instrument will be considered
properly given if submitted in an electronic format, i.e., by facsimile, e-mail
or otherwise upon receipt by a Responsible Officer, or

            (b) the Company by the Trustee or by any Holder shall be sufficient
for every purpose hereunder (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to the Company addressed to it
at the address of its principal office specified in the first paragraph of this
instrument or at any other address previously furnished in writing to the
Trustee by the Company; provided, however, that such instrument will be
considered properly given if submitted by facsimile.

SECTION 1.6 Notice to Holders; Waiver.

            Where this Indenture provides for notice to Holders of any event,
such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each Holder
affected by such event, at his address as it appears in the Security Register,
not later than the latest date and not earlier than the earliest date,
prescribed for the giving of such notice. In case by reason of the suspension of
regular mail service or by reason of any other cause it shall be impracticable
to give such notice by mail, then such notification as shall be made with the
approval of the Trustee shall constitute a sufficient notification for every
purpose hereunder. In any case where notice to Holders is given by mail, neither
the failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

SECTION 1.7 Conflict with Trust Indenture Act.

            If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this Indenture by any of
the provisions of the Trust Indenture Act, such required provision shall
control.

SECTION 1.8 Effect of Headings and Table of Contents.

            The Article and Section headings herein and the Table of Contents
are for convenience only and shall not affect the construction hereof.

                                       11

<PAGE>

SECTION 1.9 Successors and Assigns.

            All covenants and agreements in this Indenture by the Company shall
bind its successors and assigns, whether so expressed or not.

SECTION 1.10 Separability Clause.

            In case any provision in this Indenture or in the Securities shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.

SECTION 1.11 Benefits of Indenture.

            Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder, the holders of Senior Debt and the Holders, any benefit or any legal
or equitable right, remedy or claim under this Indenture.

SECTION 1.12 Governing Law.

            This Indenture and the Securities shall be governed by, and
construed and interpreted in accordance with, the law of the State of New York,
without regard for the conflicts of laws principles thereof.

SECTION 1.13 Legal Holidays.

            Unless otherwise specified as contemplated by Section 3.1 for
Securities of any series, in any case where any Interest Payment Date,
Redemption Date or Stated Maturity of any Security shall not be a Business Day
in The City of New York, then (notwithstanding any other provision of this
Indenture or of the Securities) payment of interest or principal (and premium,
if any) need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on the Interest Payment
Date or Redemption Date, or at the Stated Maturity, provided that no interest
shall accrue for the period from and after such Interest Payment Date,
Redemption Date or Stated Maturity, as the case may be, except that, if such
Business Day is in the next succeeding calendar year, such payment shall be made
on the immediately preceding Business Day, in each case with the same force and
effect as if made on such date.

SECTION 1.14 Agreed Tax Treatment.

            Each Security issued hereunder shall provide that the Company and,
by its acceptance or acquisition of a Security or a beneficial interest therein,
the Holder of, and any Person that acquires a direct or indirect beneficial
interest in, such Security, intend and agree to treat such Security as debt of
the Company for United States Federal, state and local tax purposes and, with
respect to Securities of a series issued to an ONB Trust, to treat Capital
Securities of such ONB Trust (including but not limited to all payments and
proceeds with respect to such Capital Securities) as an undivided beneficial
ownership interest in the Securities of such series (and payments and proceeds
therefrom, respectively) for United States federal, state and local tax

                                       12

<PAGE>

purposes. The provisions of this Indenture shall be interpreted to further this
intention and agreement of the parties.

                                   ARTICLE II

                                 SECURITY FORMS

SECTION 2.1 Forms Generally.

            The Securities of each series shall be in substantially the form set
forth in this Article, or in such other form as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or Depositary therefor or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution of such Securities. If the form of Securities of any series is
established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 3.3 for the
authentication and delivery of such Securities.

            The Trustee's certificates of authentication shall be in
substantially the form set forth in this Article.

            The definitive Securities may be produced in any manner as
determined by the officers executing such Securities, as evidenced by their
execution of such Securities.

SECTION 2.2 Form of Face of Security.

            [IF THE SECURITY IS TO BE A GLOBAL SECURITY, INSERT - This Security
is a Global Security within the meaning of the Indenture hereinafter referred to
and is registered in the name of a Depositary or a nominee of a Depositary. This
Security is exchangeable for Securities registered in the name of a person other
than the Depositary or its nominee only in the limited circumstances described
in the Indenture, and no transfer of this Security (other than a transfer of
this Security as a whole by the Depositary to a nominee of the Depositary or by
a nominee of the Depositary to the Depositary or another nominee of the
Depositary) may be registered except in limited circumstances.

            Unless this Security is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York, New York) to the issuer
or its agent for registration of transfer, exchange or payment, and any Security
issued is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of The Depository Trust Company and any payment
hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede &
Co., has an interest herein.]

No. _________________

                                       13

<PAGE>

                              OLD NATIONAL BANCORP

                      [INSERT TITLE OF SERIES OF SECURITY]

            OLD NATIONAL BANCORP, a financial holding company organized under
the laws of the State of Indiana (the "Company," which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to ______________ or registered assigns, the
principal sum of _____________ Dollars ($___________) on _________, ____[;
provided, that the Company may shorten the Stated Maturity of this Security to a
date not earlier than [_______, ___] at any time on one or more occasions,
subject to certain conditions specified in Section 3.12 of the Indenture], and
to pay interest on said principal sum from ____________, ____, or from the most
recent interest payment date (each such date, an "Interest Payment Date") to
which interest has been paid or duly provided for, [quarterly] [semi-annually]
[(subject to deferral as set forth herein)] in arrears on [___________[,
___________, ___________] and ___________] of each year commencing ________,
____, at [If the Security is to bear interest at a fixed rate, insert a rate of
______ % per annum,] [If the Security is a Floating or Adjustable Rate Security,
insert a rate per annum [determined] in accordance with the [insert defined name
of Floating or Adjustable Rate Provision] set forth below] until the principal
hereof shall have been paid or duly provided for, and on any overdue principal
and premium, if any, and (without duplication and to the extent that payment of
such interest is enforceable under applicable law) on any overdue installment of
interest at the same rate per annum compounded [quarterly] [semi-annually]. [If
the Security is to bear interest at a fixed rate, insert: The amount of interest
payable on any Interest Payment Date shall be computed on the basis of a 360-day
year of twelve 30-day months.] [If the Security is a Floating or Adjustable Rate
Security, insert other convention as applicable.] [If the Security is to bear
interest at a fixed rate, insert: In the event that any date on which interest
is payable on this Security is not a Business Day, then payment of interest
payable on such date will be made on the next succeeding day that is a Business
Day (and without any interest or other payment in respect of any such delay),
except that, if such Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on such date.] [If the Security is a
Floating or Adjustable Rate Security, insert other convention as applicable.]
The interest installment so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities, as
defined in said Indenture) is registered at the close of business on the Regular
Record Date for such interest installment, which shall be the close of business
on the fifteenth calendar day next preceding such Interest Payment Date. Any
such interest installment not punctually paid or duly provided for shall
forthwith cease to be payable to the registered Holders on such Regular Record
Date and may be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date to be fixed by the Trustee for the payment of such defaulted
interest, notice whereof shall be given to the registered Holders of this series
of Securities not less than 10 days prior to such Special Record Date, or may be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in the Indenture. The principal of (and premium, if any) and the
interest on this Security shall be payable at the office or agency of the
Trustee maintained for that purpose in any coin or currency of the United States

                                       14

<PAGE>

of America that at the time of payment is legal tender for payment of public and
private debts; provided, however, that payment of interest may be made at the
option of the Company by check mailed to the registered Holder at such address
as shall appear in the Security Register. [INSERT IF SECURITY IS TO BE HELD BY
AN ONB TRUST-- Notwithstanding the foregoing, so long as the Holder of this
Security is the Property Trustee of an ONB Trust, the payment of the principal
of (and premium, if any) and interest on this Security will be made at such
place and to such account as may be designated by such Property Trustee.]

            [At this point in the Security Form of any series of Floating or
Adjustable Rate Securities, the text of the Floating or Adjustable Rate
Provision relating thereto should be inserted.]

            The Company shall have the right at any time during the term of the
Securities and from time to time to defer the payment of interest of such
Securities for up to [________] consecutive [quarterly] [semi-annual] interest
payment periods (each, an "Interest Payment Deferral Period"), at the end of
which period the Company shall pay all interest then accrued and unpaid
(together with Additional Interest thereon at the rate of [___]% per annum to
the extent that payment of such interest is enforceable under applicable law);
provided, that no such Interest Payment Deferral Period shall extend beyond the
maturity of the Securities; and provided, further, that if the Company shall
have provided notice of its election to begin any such Interest Payment Deferral
Period and shall not have rescinded such notice, during such Interest Payment
Deferral Period or any extension thereof the Company shall not (a) declare or
pay any dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any shares of its capital stock, (b) make
any payment of interest on or principal of (or premium, if any, on), or repay,
repurchase or redeem, any debt securities issued by the Company which rank pari
passu in all respects with or junior to the Securities, and (c) make any
payments on any guarantee with respect to any debt securities of any of its
subsidiaries to the extent such guarantee ranks pari passu in all respects with
or junior to the Securities, provided, that the foregoing restrictions will not
apply to (1) repurchases, redemptions or acquisitions of shares of common stock
of the Company related to the issuance of common stock of the Company under any
employment contract or benefit plan for the directors, officers or employees of
the Company, (2) dividends or distributions payable in common stock of the
Company, (3) payments under the Guarantee relating to the Capital Securities of
the ONB Trust that holds the Securities of this series or (4) obligations of the
Company under any dividend reinvestment plan or stock purchase plan. Before the
termination of any Interest Payment Deferral Period, the Company may further
extend such Interest Payment Deferral Period, provided, that such Interest
Payment Deferral Period together with all such further extensions thereof shall
not exceed [__] consecutive [quarterly] [semi-annual] interest payment periods.
At the termination of any Interest Payment Deferral Period and upon the payment
of all accrued and unpaid interest then due, the Company may commence a new
Interest Payment Deferral Period. No interest shall be due and payable during an
Interest Payment Deferral Period, except at the end thereof, but each
installment of interest that would otherwise have been due and payable during
such Interest Payment Deferral shall accrue Additional Interest (to the extent
that the payment of such interest shall be legally enforceable) at the rate of
[___]% per annum, compounded [quarterly] [semiannually] and calculated as set
forth in the first paragraph of this Security, from the dates on which amounts
would otherwise have been due and payable until paid or made available for
payment. The Company shall give the Holder of this Security and the Trustee
notice of its election to begin any

                                       15

<PAGE>

Interest Payment Deferral Period at least one Business Day prior to the next
succeeding Interest Payment Date on which interest on this Security would be
payable but for such deferral [or so long as such Securities are held by [insert
name of applicable ONB Trust], at least one Business Day prior to the earlier of
(i) the next succeeding date on which Distributions on the Capital Securities of
such ONB Trust would be payable but for such deferral, and (ii) the date on
which the Property Trustee of such ONB Trust is required to give notice to the
New York Stock Exchange (or other applicable self-regulatory organizations) or
to holders of such Capital Securities of the record date or the date such
Distributions are payable, but in any event at least one Business Day before
such record date.]

            The indebtedness evidenced by this Security is, to the extent
provided in the Indenture, subordinate and junior in right of payment to the
prior payment in full of all Senior Debt of the Company, and this Security is
issued subject to the provisions of the Indenture with respect thereto. Each
Holder of this Security, by accepting the same, (a) agrees to and shall be bound
by, such provisions, (b) authorizes and directs the Trustee on his or her behalf
to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination so provided and (c) appoints the Trustee his or her
attorney-in-fact for any and all such purposes. Each Holder hereof, by his or
her acceptance hereof, hereby waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by each holder of
Senior Debt of the Company, whether now outstanding or hereafter incurred, and
waives reliance by each such holder upon said provisions.

            This Security shall not be entitled to any benefit under the
Indenture hereinafter referred to, be valid or become obligatory for any purpose
until the Certificate of Authentication hereon shall have been signed by or on
behalf of the Trustee.

            The provisions of this Security are continued on the reverse side
hereof and such continued provisions shall for all purposes have the same effect
as though fully set forth at this place.

            IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed.

Dated: _______________

                                                 OLD NATIONAL BANCORP

                                                 By:_________________________
                                                     Name:
                                                     Title:

Attest:

_______________________
     Name:
     Title:

                                       16

<PAGE>

SECTION 2.3 Form of Reverse of Security.

            This Security is one of a duly authorized series of securities of
the Company (herein sometimes referred to as the "Securities"), specified in the
Indenture, all issued or to be issued in one or more series under and pursuant
to an Indenture dated as of ______________ (the "Indenture"), duly executed and
delivered between the Company and J. P. Morgan Trust Company, National
Association, as Trustee (the "Trustee"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the
respective rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company, the holders of Senior Debt and the
Holders of the Securities. By the terms of the Indenture, the Securities are
issuable in series that may vary as to amount, date of maturity, rate of
interest and in other respects as provided in the Indenture. This series of
Securities is limited in aggregate principal amount to $[_________].

            [Following the occurrence and continuation of a Special Event, in
certain circumstances, this Security may become due and payable at [___]% of the
principal amount thereof, together with any interest accrued and unpaid thereon
(the "Redemption Price"). The Redemption Price shall be paid prior to 12:00
noon, New York City time, on the date of such redemption or at such earlier time
as the Company determines.]

            [The Securities of this series are subject to redemption (1) on
_________ in any year commencing with the year ____ and ending with the year
_____ through operation of the sinking fund for this series at a Redemption
Price of _____, (2) at any time [on or after ________, ____], as a whole or in
part, at the election of the Company, at a Redemption Price equal to [___]% of
the principal amount, together, in the case of any such redemption (whether
through operation of the sinking fund or otherwise), with accrued and unpaid
interest to the Redemption Option Date; provided that interest installments
whose Stated Maturity is on or prior to such Redemption Date will be payable to
the Holders of such Securities, or one or more Predecessor Securities, of record
at the close of business on the relevant Record Dates referred to on the face
hereof, all as provided in the Indenture. Any redemption pursuant to this
paragraph will be made upon not less than 30 days nor more than 60 days notice
to holders of Securities as provided in the Indenture. If the Securities are
only partially redeemed by the Company, the Securities will be redeemed pro rata
or by lot or by any other method utilized by the Trustee; provided, that if, at
the time of redemption, the Securities are registered as a Global Security, the
Depositary shall determine the principal amount of such Securities held by each
Security Beneficial Owner to be redeemed in accordance with its procedures.]

            [Notwithstanding the foregoing, the Company may not, prior to
______, redeem any Securities of this series as contemplated by clause (2) of
the preceding paragraph as a part of, or in anticipation of, any refunding
operation by the application, directly or indirectly, of monies borrowed having
an interest cost to the Company (calculated in accordance with generally
accepted financial practice) of less than ____% per annum.] [The sinking fund
for this series provides for the redemption on _______ in each year beginning
with the year _______ and ending with the year________ of [not less than]
$_________ ("mandatory sinking fund") and not more than $__________ aggregate
principal amount of Securities of this series. Securities of this series
acquired or redeemed by the Company otherwise than through mandatory sinking

                                       17

<PAGE>

fund payments may be credited against subsequent mandatory sinking fund payments
otherwise required to be made in the inverse order in which they become due.]

            In the event of redemption of this Security in part only, a new
Security or Securities of this series for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.

            In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Securities shall become
due and payable, in the manner, with the effect and subject to the conditions
provided in the Indenture.

            The Indenture permits, subject to certain exceptions, the amendment
thereof with the consent of the Holders of not less than a majority in aggregate
principal amount of the Securities of each series affected at the time
Outstanding (as defined in the Indenture). The Indenture also contains
provisions permitting the Holders of a majority in aggregate principal amount of
the Securities of any series at the time outstanding affected thereby, on behalf
of all of the Holders of the Securities of such series, to waive any past
default in the performance of any of the covenants contained in the Indenture,
or established pursuant to the Indenture with respect to such series, and its
consequences, except a default in the payment of the principal of or premium, if
any, or interest on any of the Securities of such series. Any such consent or
waiver by the registered Holder of this Security (unless revoked as provided in
the Indenture) shall be conclusive and binding upon such Holder and upon all
future Holders and owners of this Security and of any Security issued in
exchange herefor or in place hereof (whether by registration of transfer or
otherwise), irrespective of whether or not any notation of such consent or
waiver is made upon this Security.

            No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
premium, if any, and interest on this Security at the time and place and at the
rate and in the money herein prescribed.

            As provided in the Indenture and subject to certain limitations
therein set forth, this Security is transferable by the registered Holder hereof
on the Security Register of the Company, upon surrender of this Security for
registration of transfer at the office or agency of the Trustee in the City and
State of New York accompanied by a written instrument or instruments of transfer
in form satisfactory to the Company or the Trustee duly executed by the
registered Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of authorized denominations and for the
same aggregate principal amount and series will be issued to the designated
transferee or transferees. No service charge will be made for any such transfer,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in relation thereto.

            Prior to due presentment for registration of transfer of this
Security, the Company, the Trustee, any paying agent and the Security Registrar
may deem and treat the registered holder hereof as the absolute owner hereof
(whether or not this Security shall be overdue and notwithstanding any notice of
ownership or writing hereon made by anyone other than the Security Registrar)
for the purpose of receiving payment of or on account of the principal hereof

                                       18

<PAGE>

and premium, if any, and interest due hereon and for all other purposes, and
neither the Company nor the Trustee nor any paying agent nor any Security
Registrar shall be affected by any notice to the contrary.

            No recourse shall be had for the payment of the principal of or the
interest on this Security, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture, against any
incorporator, stockholder, officer or director, past, present or future, as
such, of the Company or of any predecessor or successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issuance hereof, expressly
waived and released.

            [The Securities of this series are issuable only in registered form
without coupons in denominations of $[___] and any integral multiple thereof.]
[This Global Security is exchangeable for Securities in definitive form only
under certain limited circumstances set forth in the Indenture. Securities of
this series so issued are issuable only in registered form without coupons in
denominations of $[___] and any integral multiple thereof.] As provided in the
Indenture and subject to certain limitations therein set forth, Securities of
this series are exchangeable for a like aggregate principal amount of Securities
of this series of a different authorized denomination, as requested by the
Holder surrendering the same.

            The Company and, by its acceptance or acquisition of this Security
or a beneficial interest herein, the Holder of, and any Person that acquires a
direct or indirect beneficial interest herein, intend and agree to treat this
Security as debt of the Company for United States Federal, state and local tax
purposes and to treat the Capital Securities (including but not limited to all
payments and proceeds with respect to the Capital Securities) as an undivided
beneficial ownership interest herein (and payments and proceeds therefrom,
respectively) for United States federal, state and local tax purposes.

            All terms used in this Security that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

SECTION 2.4 Form of Trustee's Certificate of Authentication.

                          CERTIFICATE OF AUTHENTICATION

            The Trustee's certificate of authentication shall be in
substantially the following form:

            This is one of the Securities of the series of Securities described
in the within mentioned Indenture.

                                       19

<PAGE>

                                                 J.P. MORGAN TRUST COMPANY,
                                                 NATIONAL ASSOCIATION,
                                                  as Trustee

                                                 By:_______________________
                                                     Authorized Signatory

                                  ARTICLE III

                                 THE SECURITIES

SECTION 3.1 Amount Unlimited; Issuable in Series.

            The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

            The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution, and set forth in an Officers'
Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of any series,

            (a) the designation or title of the Securities of the series (which
shall distinguish the Securities of the series from all Securities of any other
series);

            (b) the limit, if any, upon the aggregate principal amount of the
Securities of such series that may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Section 3.4, 3.6, 3.7, 9.6 or 11.7 and except for any
Securities that, pursuant to Section 3.3, are deemed never to have been
authenticated and delivered hereunder) provided, however, that the authorized
aggregate principal amount of such series may be increased above such amount by
a Board Resolution to such effect;

            (c) the Person to whom any interest on a Security of the series
shall be payable, if other than the Person in whose name that Security (or one
or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest;

            (d) the Stated Maturity or Maturities on which the principal of the
Securities of such series is payable or the method of determination thereof, and
any dates on which or circumstances under which, the Company shall have the
right to extend or shorten such Stated Maturity or Maturities;

            (e) the Interest Rate at which the Securities of the series shall
bear interest or the Floating or Adjustable Rate Provision pursuant to which
such rates shall be determined, the date or dates from which any such interest
shall accrue, the Interest Payment Dates on which any such interest shall be
payable, the Regular Record Date for the interest payable on any Interest
Payment Date (if such Interest Payment Dates or Regular Record Dates differ from
those provided herein), the manner in which interest payments are made (if such
manner differs from

                                       20

<PAGE>

that provided herein) and the right, pursuant to Article XIII or otherwise, of
the Company to defer an Interest Payment Date;

            (f) the Place of Payment and the place or places where the
Securities of such series may be presented for registration of transfer or
exchange, any restrictions that may be applicable to any such transfer or
exchange in addition to or in lieu of those set forth herein, and the place or
places where notices and demands to or upon the Company in respect of the
Securities of such series may be made;

            (g) in addition to the redemption rights provided herein, the period
or periods within which (including the Redemption Option Date for the series)
and the price or prices at which any Securities of the series may be redeemed,
in whole or in part, at the option of the Company and if other than by a Board
Resolution, the manner in which any election by the Company to redeem such
Securities shall be evidenced;

            (h) the currency or composite currency of and denominations in which
Securities of the series shall be issuable;

            (i) any other Events of Default or Defaults applicable with respect
to the Securities of the series in addition to those provided in Sections 5.1
and 5.7, respectively;

            (j) if other than the principal amount thereof, the portion of the
principal amount of Securities of the series that shall be payable upon
declaration of acceleration of the maturity date;

            (k) any other covenant or warranty included for the benefit of
Securities of the series in addition to (and not inconsistent with) those
included in this Indenture for the benefit of Securities of all series, or any
other covenant or warranty included for the benefit of Securities of the series
in lieu of any covenant or warranty included in this Indenture for the benefit
of Securities of all series, or any provision that any covenant or warranty
included in this Indenture for the benefit of Securities of all series shall not
be for the benefit of Securities of the series, or any combination of such
covenants, warranties or provisions;

            (l) the obligation or the right, if any, of the Company to redeem,
repay or purchase the Securities of such series pursuant to any sinking fund,
amortization or analogous provisions, or at the option of a Holder thereof, and
the period or periods within which, the price or prices at which, the currency
or currencies (including currency unit or units) in which and the other terms
and conditions upon which Securities of the series shall be redeemed, repaid or
purchased, in whole or in part, pursuant to such obligation;

            (m) the terms of any right to convert or exchange the Securities of
the series into any other securities or property of the Company;

            (n) the price at which the Securities will be issued and any index
or indices used to determine the amount of payments of principal of and premium,
if any, on the Securities of such series or the manner in which such amounts
will be determined;

                                       21

<PAGE>

            (o) if applicable, that any Securities of the series shall be
issuable in whole or in part in the form of one or more Global Securities and,
in such case, the respective Depositaries for such Global Securities, the form
of any legend or legends that shall be borne by any such Global Security in
addition to or in lieu of that set forth in Section 2.2 and any circumstances in
addition to or in lieu of those set forth in Section 3.5 in which any such
Global Security may be exchanged in whole or in part for Securities registered,
and any transfer of such Global Security in whole or in part may be registered,
in the name or names of Persons other than the Depositary for such Global
Security or a nominee thereof;

            (p) the appointment of any Paying Agent or agents for the Securities
of such series;

            (q) if other than as set forth herein, the relative degree, if any,
to which the Securities of the series shall be senior to or be subordinated to
other series of Securities in right of payment, whether such other series of
Securities are Outstanding or not;

            (r) if such Securities are to be issued to an ONB Trust, the terms
upon which such Securities will be issued to such ONB Trust;

            (s) the additions or changes, if any, to this Indenture with respect
to the Securities of such series as shall be necessary to permit or facilitate
the issuance of the Securities of such series;

            (t) the terms of any indemnification of the ONB Trust for any taxes
owed (if the terms of such indemnification differ from the those provided in
Section 10.6);

            (u) the provisions of this Indenture, if any, that shall not apply
to the series; and

            (v) any other terms of the series (which additional terms shall not
be inconsistent with the provisions of this Indenture).

            All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to such Board Resolution and set forth, or determined in the manner provided, in
the Officers' Certificate referred to above or in any such indenture
supplemental hereto.

            If any of the terms of the Securities of a series are established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth the terms of the Securities of such series.

SECTION 3.2 Denominations.

            The Securities of each series shall be issuable in registered form
without coupons and in such denominations as shall be specified as contemplated
by Section 3.1.

                                       22

<PAGE>

SECTION 3.3 Execution, Authentication, Delivery and Dating.

            The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its President or a Senior Vice President, [under its
corporate seal reproduced thereon] attested by its Secretary or one of its
Assistant Secretaries. The signature of any of these officers on the Securities
may be manual or facsimile.

            Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

            At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Securities of any series executed by
the Company to the Trustee for authentication, together with a Company Order for
the authentication and delivery of such Securities, and the Trustee in
accordance with the Company Order shall authenticate and deliver such
Securities. If the form or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions as permitted by
Sections 2.1 and 3.1, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive at the time of the initial delivery by
the Company of Securities of such series to the Trustee for authentication, and
(subject to Section 6.1) shall be fully protected in relying upon, an Opinion of
Counsel stating:

            (a) that such form has been established in conformity with the
provisions of this Indenture; and

            (b) that such Securities, when authenticated and delivered by the
Trustee and issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute valid and legally binding
obligations of the Company enforceable in accordance with their terms, subject
to bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting the enforcement or creditors' rights and
to general equity principles.

            If such form or terms have been so established, the Trustee shall
not be required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

            Each Security shall be dated the date of its authentication.

            No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder and is entitled to the
benefits of this Indenture.

                                       23

<PAGE>

SECTION 3.4 Temporary Securities.

            Pending the preparation of definitive Securities of any series, the
Company may execute, and upon receipt of a Company Order the Trustee shall
authenticate and deliver, temporary Securities which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the directors or officers executing such Securities may
determine, as evidenced by their execution of such Securities.

            If temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for
Securities of that series, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities of any series the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like aggregate principal amount of definitive Securities of the same
series and of like tenor of authorized denominations. Until so exchanged, the
temporary Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities of such series.

SECTION 3.5 Global Securities.

            (a) Each Global Security issued under this Indenture shall be
registered in the name of the Depositary designated by the Company for such
Global Security or a nominee thereof and delivered to such Depositary or a
nominee thereof or custodian therefor, and each such Global Security shall
constitute a single Security for all purposes of this Indenture.

            (b) Notwithstanding any other provision in this Indenture, no Global
Security may be exchanged in whole or in part for Securities registered, and no
transfer of a Global Security in whole or in part may be registered, in the name
of any Person other than the Depositary for such Global Security or a nominee
thereof unless (i) such Depositary advises the Trustee in writing that such
Depositary is no longer willing or able to continue as Depositary with respect
to such Global Security, (ii) the Company executes and delivers to the Trustee a
Company Order stating that the Global Security will be exchangeable for
Securities in definitive, registered form, or (iii) there shall have occurred
and be continuing a Default, or any event that, with the giving of notice or
lapse of time, or both, would constitute a Default, in respect of the Securities
of the applicable series.

            (c) If any Global Security is to be exchanged for other Securities
or cancelled in whole, it shall be surrendered by or on behalf of the Depositary
or its nominee to the Securities Registrar for exchange or cancellation as
provided in this Article III. If any Global Security is to be exchanged for
other Securities or cancelled in part, or if another Security is to be exchanged
in whole or in part for a beneficial interest in any Global Security, then
either (i) such Global Security shall be so surrendered for exchange or
cancellation as provided in this Article III or (ii) the principal amount
thereof shall be reduced or increased by an amount equal

                                       24

<PAGE>

to the portion thereof to be so exchanged or cancelled, or equal to the
principal amount of such other Security to be so exchanged for a beneficial
interest therein, as the case may be, by means of an appropriate adjustment made
on the records of the Securities Registrar, whereupon the Trustee, in accordance
with the Applicable Procedures, shall instruct the Depositary or its authorized
representative to make a corresponding adjustment to its records. Upon any such
surrender or adjustment of a Global Security by the Depositary, accompanied by
registration instructions, the Trustee shall, subject to subsection (b) of this
Section 3.5 and as otherwise provided in this Article III, authenticate and
deliver any Securities issuable in exchange for such Global Security (or any
portion thereof) in accordance with the instructions of the Depositary. The
Trustee shall not be liable for any delay in delivery of such instructions and
may conclusively rely on, and shall be fully protected in relying on, such
instructions.

            (d) Every Security authenticated and delivered upon registration of
transfer of, or in exchange for or in lieu of, a Global Security or any portion
thereof, whether pursuant to this Article III or otherwise, shall be
authenticated and delivered in the form of, and shall be, a Global Security,
unless such Security is registered in the name of a Person other than the
Depositary for such Global Security or a nominee thereof.

            (e) Securities distributed to holders of Capital Securities in
global form upon the termination of an ONB Trust following an Early Termination
Event shall be distributed in the form of one or more Global Securities
registered in the name of a Depositary or its nominee, and deposited with the
Securities Registrar, as custodian for such Depositary, or with such Depositary,
for credit by the Depositary to the respective accounts of the beneficial owners
of the Securities represented thereby (or such other accounts as they may
direct). Securities distributed to holders of Capital Securities other than
Capital Securities in global form upon the termination of an ONB Trust following
an Early Termination Event shall not be issued in the form of a Global Security
or any other form intended to facilitate book-entry trading in beneficial
interests in such Securities.

            (f) The Depositary or its nominee, as the registered owner of a
Global Security, shall be the Holder of such Global Security for all purposes
under this Indenture and the Securities, and owners of beneficial interests in a
Global Security shall hold such interests pursuant to the Applicable Procedures.
Accordingly, any such owner's beneficial interest in a Global Security shall be
shown only on, and the transfer of such interest shall be effected only through,
records maintained by the Depositary or its nominee or its Agent Members.
Neither the Trustee nor the Securities Registrar shall have any liability in
respect of any transfers effected by the Depositary.

            (g) The rights of owners of beneficial interests in a Global
Security shall be exercised only through the Depositary and shall be limited to
those established by law and agreements between such owners and the Depositary
and/or its Agent Members.

SECTION 3.6 Registration, Transfer and Exchange.

            The Company shall cause to be kept at the Corporate Trust Office of
the Trustee a register (the register maintained in such office and in any other
office or agency of the Company in a Place of Payment being herein sometimes
collectively referred to as the "Security Register")

                                       25

<PAGE>

in which, subject to such reasonable regulations as it may prescribe, the
Company shall provide for the registration and transfer of Securities. The
Trustee is hereby appointed "Security Registrar" for the purpose of registering
Securities and transfers of Securities as herein provided.

            Upon surrender for registration of transfer of any Security of any
series at the office or agency of the Company in a Place of Payment for
Securities of that series, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of like tenor of the same series, of any
authorized denominations and of a like aggregate principal amount.

            At the option of the Holder, Securities of any series may be
exchanged for other Securities of like tenor of the same series, of any
authorized denominations and of a like aggregate principal amount, upon
surrender of the Securities to be exchanged at such office or agency. Whenever
any Securities are so surrendered for exchange, the Company shall execute, and
the Trustee shall authenticate and deliver, the Securities which the Holder
making the exchange is entitled to receive.

            All Securities issued upon any registration of transfer or exchange
of Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

            Every Security presented or surrendered for registration of transfer
or for exchange shall (if so required by the Company or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar, duly executed by the
Holder thereof or his attorney duly authorized in writing.

            No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 3.4, 9.6 or 11.7 not involving any transfer.

            The Company shall not be required (a) to issue, register the
transfer of or exchange any Security of any series during a period beginning at
the opening of business 15 days before the day of the mailing of a notice of
redemption of Securities of such series selected for redemption under Section
11.3 and ending at the close of business on the day of such mailing, or (b) to
register the transfer of or exchange any Security so selected for redemption in
whole or in part, except the unredeemed portion of any Security being redeemed
in part.

SECTION 3.7 Mutilated, Destroyed, Lost and Stolen Securities.

            If any mutilated Security is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

                                       26

<PAGE>

            If there shall be delivered to the Company and the Trustee (a)
evidence to their satisfaction of the destruction, loss or theft of any Security
and (b) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon its written request the Trustee
shall authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

            In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

            Upon the issuance of any new Security under this Section, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

            Every new Security of any series issued pursuant to this Section in
lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series duly issued hereunder.

            The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities.

SECTION 3.8 Payment of Interest; Interest Rights Preserved.

            Interest on any Security which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person in
whose name that Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest, except
that unless otherwise provided in the Securities of such series, interest
payable on the Stated Maturity of the principal of a Security shall be paid to
the Person to whom principal is paid. The initial payment of interest on any
Security of any series that is issued between a Regular Record Date and the
related Interest Payment Date shall be payable as provided in such Security or
in the Board Resolution pursuant to Section 3.1 with respect to the related
series of Securities.

            Interest on any Security of any series which is payable, but is not
punctually paid or duly provided for (other than Deferred Interest) (herein
called "Defaulted Interest"), on any Interest Payment Date shall forthwith cease
to be payable to the registered Holder on the relevant Regular Record Date by
virtue of having been such Holder, and such Defaulted Interest may be paid by
the Company, at its election in each case, as provided in clause (a) or (b)
below:

            (a) The Company may elect to make payment of any Defaulted Interest
to the Persons in whose names the Securities of such series (or their respective
Predecessor Securities)

                                       27

<PAGE>

are registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest, which shall be fixed in the following manner. The
Company shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each Security of such series and the date of the proposed
payment, and at the same time the Company shall deposit with the Trustee an
amount of money equal to the aggregate amount proposed to be paid in respect of
such Defaulted Interest or shall make arrangements satisfactory to the Trustee
for such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a
Special Record Date for the payment of such Defaulted Interest which shall be
not more than 15 days and not less than 10 days prior to the date of the
proposed payment and not less than 10 days after the receipt by the Trustee of
the notice of the proposed payment. The Trustee shall promptly notify the
Company of such Special Record Date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor to be mailed, first-class postage prepaid,
to each Holder of Securities of such series at his address as it appears in the
Security Register, not less than 10 days prior to such Special Record Date.
Notice of the proposed payment of such Defaulted Interest and the Special Record
Date therefor having been so mailed, such Defaulted Interest shall be paid to
the Persons in whose names the Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on such Special
Record Date and shall no longer be payable pursuant to the following clause (b).

            (b) The Company may make payment of any Defaulted Interest on the
Securities of any series in any other lawful manner not inconsistent with the
requirements of any securities exchange on which such Securities may be listed,
and upon such notice as may be required by such exchange, if, after written
notice given by the Company to the Trustee of the proposed payment pursuant to
this clause, such manner of payment shall be deemed practicable by the Trustee
in its sole discretion.

            Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security. For the
purposes of determining the Holders who are entitled to participate in any
distribution on the Securities in respect of which a Regular Record Date or a
Special Record Date is not otherwise provided for in this Indenture, or for the
purpose of any other action (unless provided for pursuant to Section 3.1), the
Company may from time to time fix a date, not more than 90 days prior to the
date of the payment of distribution or other action, as the case may be, as a
record date for the determination of the identity of the Holders of record for
such purposes.

SECTION 3.9 Persons Deemed Owners.

            The Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name any Security is registered as the owner of
such Security for the purpose of receiving payment of principal of (and premium,
if any) and (subject to Section 3.8) interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

                                       28

<PAGE>

SECTION 3.10 Cancellation.

            All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly cancelled by the
Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section, except as expressly permitted
by this Indenture. Unless otherwise directed by a Company Order, delivery of
which must be delivered in a timely manner to prevent such destruction, all
cancelled Securities held by the Trustee shall be destroyed by it, and, upon
request, the Trustee shall deliver a certificate of such destruction to the
Company.

SECTION 3.11 Interest.

            (a) Each Security will bear interest at the rate established for the
series of Securities of which such Security is a part pursuant to Section 3.1
(the "Interest Rate") from and including the original date of issuance of such
Security until the principal thereof becomes due and payable, and on any overdue
principal and (to the extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest (including Deferred
Interest and Defaulted Interest) at the Interest Rate, compounded each Interest
Payment Period, payable (subject to the provisions of Article IV) on each
Interest Payment Date commencing on the date established for the series of
Securities of which such Security is a part pursuant to Section 3.1, to the
Person in whose name such Security or any Predecessor Security is registered, at
the close of business on the Regular Record Date for such interest installment.

            (b) Unless otherwise provided in respect of a series of Securities
pursuant to Section 2.1 or Section 3.1, the amount of interest payable for any
period will be computed on the basis of a 360-day year of twelve 30-day months
and will include the first day but exclude the last day of such period. Unless
otherwise provided in respect of a series of Securities pursuant to Section 2.1
or Section 3.1, in the event that any date on which interest is payable on the
Securities of any series is not a Business Day, then payment of interest payable
on such date will be made on the next succeeding day that is a Business Day (and
without any interest or other payment in respect of any such delay), except
that, if such Business Day is in the next succeeding calendar year, such payment
shall be made on the immediately preceding Business Day, in each case with the
same force and effect as if made on such date.

SECTION 3.12 Shortening of Stated Maturity.

            If specified as contemplated by Section 2.1 or Section 3.1 with
respect to the Securities of a particular series, the Company shall have the
right to shorten the Stated Maturity of the principal of the Securities of such
series at any time to any date not earlier than the first date on which the
Company has the right to redeem the Securities of such series. In the event that
the Company elects to shorten the Stated Maturity of the Securities of such
series, it shall given written notice to the Trustee.

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SECTION 3.13 Right of Set-Off.

            With respect to the Securities of a series initially issued to an
ONB Trust, notwithstanding anything to the contrary herein, the Company shall
have the right to set off any payment it is otherwise required to make in
respect of any such Security to the extent the Company has theretofore made, or
is concurrently on the date of such payment making, a payment under the
Guarantee Agreement relating to such Security or to a holder of Capital
Securities pursuant to an action undertaken under Section 5.8 of this Indenture.

SECTION 3.14 CUSIP Number.

            The Company in issuing the Securities may use "CUSIP" numbers (if
then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in
notices of redemption and other similar or related materials as a convenience to
Holders; provided, that any such notice or other materials may state that no
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of redemption or other materials
and that reliance may be placed only on the other identification numbers printed
on the Securities, and any such redemption shall not be affected by any defect
in or omission of such numbers.

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

SECTION 4.1 Satisfaction and Discharge of Indenture.

            This Indenture shall, upon Company Request, cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for), and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

            (a) either

                  (i) all Securities theretofore authenticated and delivered
            (other than (A) Securities which have been destroyed, lost or stolen
            and which have been replaced or paid as provided in Section 3.7 and
            (B) Securities for whose payment money has theretofore been
            deposited in trust or segregated and held in trust by the Company
            and thereafter repaid to the Company or discharged from such trust,
            as provided in Section 10.3) have been delivered to the Trustee for
            cancellation; or

                  (ii) all such Securities not theretofore delivered to the
            Trustee for cancellation

                        (A) have become due and payable,

                        (B) will become due and payable at their Stated Maturity
                  within one year, or

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<PAGE>

                        (C) are to be called for redemption within one year
                  under arrangements satisfactory to the Trustee for the giving
                  of notice of redemption by the Trustee in the name, and at the
                  expense, of the Company,

and the Company, in the case of subclause (ii)(A), (B) or (C) above, has
deposited or caused to be deposited with the Trustee as trust funds in trust for
the purpose (x) money in an amount, or (y) direct obligations of the United
States of America or an agency or instrumentality thereof, backed by the full
faith and credit of the United States of America or an agency or instrumentality
thereof that are not callable at the issuer's option ("U.S. Government
Obligations") which through the payment of interest and principal in respect
thereof in accordance with their terms, without consideration of any
reinvestment thereof, will provide not later than the opening of business on the
due dates of any payment of principal, premium, and interest with respect
thereto money in an amount, or (z) a combination thereof, sufficient to pay and
discharge the entire indebtedness on such Securities not theretofore delivered
to the Trustee for cancellation, for principal (and premium, if any) and
interest to the date of such deposit (in the case of Securities which have
become due and payable) or to the Stated Maturity or Redemption Date, as the
case may be;

            (b) the Company has paid or caused to be paid all other sums payable
hereunder by the Company; and

            (c) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this
Indenture have been complied with.

            Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee under Section 6.7, the Company's
obligation to pay the expenses of any ONB Trust under Section 10.6 (except upon
the application of subclauses (a)(i) or (a)(ii)(A) above), the obligations of
the Trustee to any Authenticating Agent under Section 6.14, and, if money shall
have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of
this Section, the obligations of the Trustee under Section 4.5 and the last
paragraph of Section 10.3 shall survive.

SECTION 4.2. [intentionally omitted].

SECTION 4.3. [intentionally omitted].

SECTION 4.4. [intentionally omitted].

SECTION 4.5. Application of Trust Money.

            Subject to the provisions of the last paragraph of Section 10.3, all
money and U.S. Government Obligations deposited with the Trustee pursuant to
Section 4.1 shall be held in trust, and such money and all money from such U.S.
Government Obligations shall be applied by it, in accordance with the provisions
of the Securities and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal (and
premium, if any)

                                       31

<PAGE>

and interest for whose payment such money and U.S. Government Obligations has
been deposited with the Trustee.

SECTION 4.6. Indemnity for U.S. Government Obligations.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 4.1 or the principal or interest
received in respect of such obligations other than any such tax, fee or other
charge that by law is for the account of the Holders of Outstanding Securities.

                                   ARTICLE V

                              DEFAULTS AND REMEDIES

SECTION 5.1. Events of Default.

            "Event of Default," wherever used herein with respect to Securities
of any series, means any one of the following events (whatever the reason for
such Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body):

            (a) failure to pay in full interest accrued on any Securities of
such series upon the conclusion of a period consisting of 20 consecutive
quarters commencing with the earliest quarter for which interest (including
interest accrued on deferred payments) has not been paid in full and continuance
of such failure to pay for a period of 30 days; or

            (b) the entry by a court having jurisdiction in the premises of (i)
a decree or order for relief in respect of the Company in an involuntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or (ii) a decree or order adjudging the
Company a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect
of the Company under any applicable Federal or State law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and the continuance of
any such decree or order for relief or any such other decree or order unstayed
and in effect for a period of 90 consecutive days; or

            (c) the commencement by the Company of a voluntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or of any other case or proceeding to be
adjudicated a bankrupt or insolvent, or the consent by it to the entry of a
decree or order for relief in respect of the Company in an involuntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any bankruptcy or
insolvency case or proceeding against it, or the filing by it of a petition or
answer or consent seeking reorganization or relief under any applicable Federal
or State law, or the consent by it to the filing of such petition or to the
appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or similar official of the Company or of any
substantial part of its property, or the

                                       32

<PAGE>

making by it of an assignment for the benefit of creditors, or the admission by
it in writing of its inability to pay its debts generally as they become due, or
the taking of corporate action by the Company in furtherance of any such action;
or

            (d) any other Event of Default provided with respect to the
Securities of that series.

SECTION 5.2. Acceleration of Maturity; Rescission and Annulment.

            If an Event of Default specified in Section 5.1(a) or 5.1(d) with
respect to Securities of any series at the time Outstanding occurs and is
continuing, then in every such case the Trustee or the Holders of not less than
25% in principal amount of the Outstanding Securities of that series may declare
the principal amount of, and accrued and unpaid interest on, all of the
Securities of such series (or such other amount as may be specified by the terms
of the Securities of that series) to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by Holders); provided,
that in the case of Securities of a series issued to an ONB Trust, if, upon an
Event of Default, the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Securities of such series fail to declare the
principal of all the Outstanding Securities of such series to be immediately due
and payable, the holders of at least 25% in principal amount of the related
series of Capital Securities issued by such ONB Trust then outstanding shall
have the right to make such declaration by a notice in writing to the Company
and the Trustee; and upon any such declaration such principal amount and accrued
and unpaid interest (or other specified amount) shall become immediately due and
payable. If an Event of Default specified in Section 5.1(b) or 5.1(c) with
respect to Securities of any series at the time Outstanding occurs, the
principal amount of, and accrued and unpaid interest on, all the Securities of
such series (or such other amount as may be specified by the terms of the
Securities of that series) shall automatically, and without any declaration or
other action on the part of the Trustee or any Holder, become immediately due
and payable. Payment of principal and interest on such Securities shall remain
subordinated to the extent provided in Article XIV notwithstanding that such
amount shall become immediately due and payable as herein provided.

            At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of Securities representing a majority in principal
amount of the Outstanding Securities of that series or, in the case of a
declaration of acceleration with respect to Securities of a series issued to an
ONB Trust, the Holders of a majority in principal amount of the related series
of Capital Securities issued by such ONB Trust then outstanding, by written
notice to the Company and the Trustee, may rescind and annul such declaration
and its consequences if:

            (a) the Company has paid or deposited with the Trustee a sum
sufficient to pay:

                  (i) all overdue interest on all Securities of that series,

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<PAGE>

                  (ii) the principal of (and premium, if any, on) any Securities
            of that series which have become due otherwise than by such
            declaration of acceleration and interest thereon at the rate or
            rates prescribed therefor in such Securities,

                  (iii) all overdue sinking fund payments with respect to
            Securities of that series and interest thereon at the rate or rates
            prescribed therefor in such Securities,

                  (iv) to the extent that payment of such interest is lawful,
            Additional Interest, and

                  (v) all sums paid or advanced by the Trustee hereunder and the
            reasonable compensation, expenses, disbursements and advances of the
            Trustee, its agents and counsel (including reasonable legal fees and
            expenses);

            (b) all other Defaults with respect to Securities of that series,
other than the non-payment of the principal of Securities of that series which
have become due solely by such declaration of acceleration, have been cured or
waived as provided in Section 5.13; and

            (c) such rescission would not conflict with any judgment or decree
of any governmental or regulatory authority.

            No such rescission shall affect any subsequent default or impair any
right consequent thereon.

SECTION 5.3. Collection of Indebtedness and Suits for Enforcement by Trustee.

            The Company covenants that if:

            (a) default is made in the payment of any interest on any Security
when such interest becomes due and payable and such default continues for a
period of 30 days,

            (b) default is made in the payment of the principal of (or premium,
if any, on) any Security at the Maturity thereof, or

            (c) default is made in the deposit of any sinking fund payment, when
and as due by the terms of a Security of any series;

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal (and premium, if any) and interest and for any sinking
fund payment and, to the extent that payment of such interest shall be legally
enforceable, interest on any overdue principal (and premium, if any), on any
overdue interest and on any overdue sinking fund payment, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

                                       34

<PAGE>

            If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due unpaid, may, in its
discretion, prosecute such proceeding to judgment or final decree and may
enforce the same against the Company or any other obligor upon such Securities
and collect the monies adjudged or decreed to be payable in the manner provided
by law out of the property of the Company or any other obligor upon such
Securities, wherever situated.

            If a Default with respect to Securities of any series occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the Holders of Securities of such series by such
appropriate judicial proceedings or other available remedy as the Trustee shall
deem most effectual to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or in aid of
the exercise of any power granted herein, or to enforce any other proper remedy.

SECTION 5.4. Trustee May File Proofs of Claim.

            In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of any of the
Securities shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand
on the Company for the payment of overdue principal or interest or any sinking
fund payment) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

            (a) to file and prove a claim for the whole amount of principal (and
premium, if any), and interest and sinking fund payments owing and unpaid in
respect of the Securities and to file such other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any
claim for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel) and of the Holders allowed in such judicial
proceeding; and

            (b) to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 6.7.

            Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of an Holder in any such proceeding.

                                       35

<PAGE>

SECTION 5.5. Trustee May Enforce Claims Without Possession of Securities.

            All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

SECTION 5.6. Application of Money Collected.

            Subject to Article XIV, any money collected by the Trustee pursuant
to this Article shall be applied in the following order, at the date or dates
fixed by the Trustee and, in case of the distribution of such money on account
of principal (or premium, if any), interest or sinking fund payments, upon
presentation of the Securities and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:

            FIRST: To the payment of all amounts due the Trustee under Section
6.7; and

            SECOND: To the payment of the amounts then due and unpaid for
principal of (and premium, if any), and interest on, and sinking fund payments
with respect to, the Securities in respect of which or for the benefit of which
such money has been collected, ratably, without preference or priority of any
kind, according to the amounts due and payable on such Securities for principal
(and premium, if any), and interest and sinking fund payments, respectively.

SECTION 5.7. Limitation on Suits.

            No Holder of any Security of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless such Holder has previously given written notice to the Trustee
of a continuing Default with respect to the Securities of that series; the
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series shall have made written request to the Trustee to institute
proceedings in respect of such Default in its own name as Trustee hereunder;
such Holder or Holders have offered to the Trustee indemnity, reasonably
satisfactory to the Trustee, against the costs, expenses (including reasonable
legal fees and expenses) and liabilities to be incurred in compliance with such
request; the Trustee for 60 days after its receipt of such notice, request and
offer of indemnity has failed to institute any such proceeding; and no direction
inconsistent with such written request has been given to the Trustee during such
60-day period by the Holders of a majority in principal amount of all
Outstanding Securities of that series; it being understood and intended that no
one or more of such Holders shall have any right in any manner whatever by
virtue of, or by availing of, any provision of this Indenture to affect, disturb
or prejudice the rights of any other of such Holders, or to obtain or to seek to
obtain priority or preference over any other of such Holders or to enforce any
right under this Indenture, except in the manner herein provided and for the
equal and ratable benefit of all of such Holders.

                                       36

<PAGE>

            The following events shall be "Defaults" with respect to any series
of Securities under this Indenture:

            (a) an Event of Default with respect to the Securities of such
series specified in Section 5.1; or

            (b) default in the payment of interest upon any Security of such
series when it becomes due and payable, and continuance of such default for a
period of 30 days; it being understood that the occurrence of an Interest
Payment Deferral Period in accordance with the terms of such Security will not
constitute such a default; or

            (c) default in the payment of the principal of (or premium, if any)
any Security of that series when those payments are due and payable, whether at
its Stated Maturity or upon acceleration or otherwise; or

            (d) default in the deposit of any sinking fund payment, when and as
due by the terms of the Board Resolution establishing that series, and
continuance of such default for a period of 30 days; or

            (e) default in the performance, or breach, of any covenant or
warranty of the Company in this Indenture (other than a covenant or warranty a
default in whose performance or whose breach is elsewhere in this Indenture
specifically dealt with or which has expressly been included in this Indenture
solely for the benefit of Securities of any series other than such series), and
continuance of such default or breach for a period of 90 days after there has
been given, by registered or certified mail, to the Company by the Trustee or to
the Company and the Trustee by the Holders of at least 25% in principal amount
of the Outstanding Securities of that series, written notice specifying such
default or breach and requiring it to be remedied and stating that such notice
is a "Notice of Default" hereunder; or

            (f) any other Default provided with respect to Securities of that
series.

SECTION 5.8. Unconditional Right of Holders to Receive Principal, Premium and
             Interest; Direct Action by Holders of Capital Securities.

            Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and interest on such
Security on the Stated Maturity or Maturities expressed in such Security (or, in
the case of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder. In the case of Securities issued to an ONB Trust,
any registered holder of the Capital Securities issued by such ONB Trust shall
have the right, upon the occurrence of a Default described in Section 5.7(b) or
5.7(c), to institute a suit directly against the Company for enforcement of
payment to such holder of principal of (and premium, if any) and interest on the
Securities having a principal amount equal to the aggregate principal amount of
such Capital Securities held by such holder.

                                       37

<PAGE>

SECTION 5.9. Restoration of Rights and Remedies.

            If the Trustee, any Holder or any holder of Capital Securities
issued by an ONB Trust has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee, such
Holder or such holder of Capital Securities, then and in every such case,
subject to any determination in such proceeding, the Company, the Trustee, such
Holder and such holder of Capital Securities shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and
remedies of the Trustee, such Holder and such holder of Capital Securities shall
continue as though no such proceeding had been instituted.

SECTION 5.10. Rights and Remedies Cumulative.

            Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities in the last paragraph
of Section 3.7, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

SECTION 5.11. Delay or Omission Not Waiver.

            No delay or omission of the Trustee, any Holder of any Securities or
any holder of Capital Securities issued by an ONB Trust to exercise any right or
remedy accruing upon any Default shall impair any such right or remedy or
constitute a waiver of any such Default or an acquiescence therein. Every right
and remedy given by this Article or by law to the Trustee, the Holders or the
holders of the Capital Securities may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee, the Holders or the holders of
the Capital Securities, as the case may be.

SECTION 5.12. Control by Holders.

            The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series; provided, that

            (a) such direction shall not be in conflict with any rule of law or
with this Indenture, and

            (b) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.

                                       38

<PAGE>

SECTION 5.13. Waiver of Past Defaults.

            The Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities of any series and, in the case of any
Securities initially issued to an ONB Trust, the holders of a majority in
aggregate principal amount of the Capital Securities issued by such ONB Trust,
may on behalf of the Holders of all the Securities of such series waive any past
default hereunder with respect to the Securities of such series and its
consequences, except a default

            (a) in the payment of the principal of (or premium, if any), or
interest on, any Security of such series, or in the payment of any sinking fund
installment with respect to the Securities, or

            (b) in respect of a covenant or provision hereof which under Article
IX cannot be modified or amended without the consent of the Holder of each
Outstanding Security of such series affected.

            Upon any such waiver, such default shall cease to exist, and any
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or Default or impair any right consequent thereon.

SECTION 5.14. Undertaking for Costs.

            All parties to this Indenture agree, and each Holder of any Security
by his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the Outstanding Securities of any series, or to any suit instituted by
any Holder for the enforcement of the payment of the principal of (or premium,
if any) or interest on any Security on or after the Stated Maturity or
Maturities expressed in such Security (or, in the case of redemption, on or
after the Redemption Date).

                                   ARTICLE VI

                                   THE TRUSTEE

SECTION 6.1. Certain Duties and Responsibilities.

            (a) Except during the continuance of a Default:

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<PAGE>

                  (i) the Trustee undertakes to perform such duties and only
            such duties as are specifically set forth in this Indenture, and no
            implied covenants or obligations shall be read into this Indenture
            against the Trustee; and

                  (ii) in the absence of bad faith on its part, the Trustee may
            conclusively rely, as to the truth of the statements and the
            correctness of the opinions expressed therein, upon certificates or
            opinions furnished to the Trustee and conforming to the requirements
            of this Indenture; but in the case of any such certificates or
            opinions which by any provision hereof are specifically required to
            be furnished to the Trustee, the Trustee shall be under a duty to
            examine the same to determine whether or not they conform to the
            requirements of this Indenture.

            (b) In case a Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.

            (c) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that:

                  (i) this subsection shall not be construed to limit the effect
            of subsection (a) of this Section;

                  (ii) the Trustee shall not be liable for any error of judgment
            made in good faith by a Responsible Officer, unless it shall be
            proved that the Trustee was negligent in ascertaining the pertinent
            facts;

                  (iii) the Trustee shall not be liable with respect to any
            action taken or omitted to be taken by it in good faith in
            accordance with the direction of the Holders of a majority in
            principal amount of the Outstanding Securities of any series
            determined as provided in Section 5.12, relating to the time, method
            and place of conducting any proceeding for any remedy available to
            the Trustee, or exercising any trust or power conferred upon the
            Trustee, under this Indenture with respect to the Securities of such
            series; and

                  (iv) no provision of this Indenture shall require the Trustee
            to expend or risk its own funds or otherwise incur any financial
            liability in the performance of any of its duties hereunder, or in
            the exercise of any of its rights or powers, if it shall have
            reasonable grounds for believing that repayment of such funds or
            indemnity, reasonably satisfactory to it, against such risk or
            liability is not reasonably assured to it.

            (d) Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section.

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<PAGE>

SECTION 6.2. Notice of Defaults.

            Within 90 days after the occurrence of any default hereunder with
respect to Securities of any series, the Trustee shall transmit by mail to all
Holders of Securities of such series, as their names and addresses appear in the
Security Register, notice of such default hereunder actually known to a
Responsible Officer of the Trustee, unless such default shall have been cured or
waived; provided, that, except in the case of a default in the payment of the
principal of (or premium, if any) or interest on any Security of such series or
in the payment of any sinking fund installment with respect to Securities of
such series, the Trustee shall be protected in withholding such notice if and so
long as a Responsible Officer of the Trustee in good faith determines that the
withholding of such notice is in the interest of the Holders of Securities of
such series; and provided, further, that in the case of any Default of the
character specified in Section 5.7(e) with respect to Securities of such series,
no such notice to Holders shall be given until at least 30 days after the
occurrence thereof. For the purpose of this Section, the term "default" means
any event which is, or after notice or lapse of time or both would become, a
Default with respect to Securities of such series.

SECTION 6.3. Certain Rights of Trustee.

            Subject to the provisions of Section 6.1:

            (a) the Trustee may conclusively rely and shall be fully protected
in acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties;

            (b) any request or direction of the Company mentioned herein shall
be sufficiently evidenced by a Company Request or Company Order, and any
resolution of the Board of Directors may be sufficiently evidenced by a Board
Resolution;

            (c) whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
conclusively rely upon an Officers' Certificate;

            (d) the Trustee may consult with counsel and the written advice of
such counsel or any Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it
hereunder in good faith and in reliance thereon;

            (e) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders pursuant to this Indenture, unless such Holders shall have
offered to the Trustee security or indemnity, reasonably satisfactory to it,
against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction;

                                       41

<PAGE>

            (f) the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but
the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Company, personally or by agent
or attorney; and

            (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder.

SECTION 6.4. Not Responsible for Recitals or Issuance of Securities.

            The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee or any Authenticating Agent assumes no
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities. The Trustee
or any Authenticating Agent shall not be accountable for the use or application
by the Company of the Securities or the proceeds thereof.

SECTION 6.5. May Hold Securities.

            The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to
Sections 6.8 and 6.13, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.

SECTION 6.6. Money Held in Trust.

            Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed with the Company.

SECTION 6.7. Compensation and Reimbursement.

            The Company agrees:

            (a) to pay to the Trustee from time to time such reasonable
compensation for all services rendered by it hereunder (which compensation shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust);

            (b) except as otherwise expressly provided herein, to reimburse the
Trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any provision of this
Indenture (including the reasonable compensation and the expenses and
disbursements of its agents, nominees, custodians and

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<PAGE>

counsel), except any such expense, disbursement or advance as may be
attributable to its negligence or bad faith; and

            (c) to indemnify the Trustee for, and to hold it harmless against,
any loss, liability or expense incurred without negligence or bad faith on its
part, arising out of or in connection with the acceptance or administration of
the trust or trusts hereunder, including the costs and expenses of defending
itself against any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder.

            When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 5.1(b) or 5.1(c) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under the Bankruptcy Reform Act of 1978 or any successor statute.

            The provisions of this Section 6.7 shall survive the termination of
this Indenture and the resignation or removal of the Trustee.

SECTION 6.8. Disqualification; Conflicting Interests.

            (a) The Trustee for the Securities of any series issued hereunder
shall be subject to the provisions of Section 310(b) of the Trust Indenture Act.
Nothing herein shall prevent the Trustee from filing with the Commission the
application referred to in the second to last paragraph of said Section 310(b).

            (b) The Trust Agreement and the Guarantee Agreement with respect to
each ONB Trust shall be deemed to be specifically described in this Indenture
for the purposes of clause (i) of the first proviso contained in Section 310(b)
of the Trust Indenture Act.

SECTION 6.9. Corporate Trustee Required; Eligibility.

            There shall at all times be a Trustee hereunder which shall be a
corporation or banking association organized and doing business under the laws
of the United States of America, any State thereof or the District of Columbia,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $50,000,000 and subject to supervision or
examination by Federal or State authority. If such corporation publishes reports
of condition at least annually, pursuant to law or to the requirements of said
supervision or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

SECTION 6.10. Resignation and Removal; Appointment of Successor.

            (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.11.

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<PAGE>

            (b) The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 6.11 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

            (c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series, delivered to the Trustee and to
the Company.

            (d) The Company may remove the Trustee with respect to all
Securities if at any time:

                  (i) the Trustee shall fail to comply with Section 310(b) of
            the Trust Indenture Act,

                  (ii) the Trustee shall cease to be eligible under Section 6.9
            and shall fail to resign after written request therefor by the
            Company, or

                  (iii) the Trustee shall become incapable of acting or shall be
            adjudged a bankrupt or insolvent or a receiver of the Trustee or of
            its property shall be appointed or any public officer shall take
            charge or control of the Trustee or of its property or affairs for
            the purpose of rehabilitation, conservation or liquidation.

            If no Default has occurred and is continuing, the Company also may
remove the Trustee without cause; provided, that the Company has provided the
Trustee with three months advance notice of such removal.

            (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 6.11. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
6.11, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee with respect to the Securities of any series shall have
been so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 6.11, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of

                                       44

<PAGE>

himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

            (f) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
by mailing written notice of such event by first-class mail, postage prepaid, to
all Holders of Securities of such series as their names and addresses appear in
the Security Register. Each notice shall include the name of the successor
Trustee with respect to the Securities of such series and the address of its
Corporate Trust Office.

SECTION 6.11. Acceptance of Appointment by Successor.

            (a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.

            (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which:

                  (i) shall contain such provisions as shall be necessary or
            desirable to transfer and confirm to, and to vest in, each successor
            Trustee all the rights, powers, trusts and duties of the retiring
            Trustee with respect to the Securities of that or those series to
            which the appointment of such successor Trustee relates,

                  (ii) if the retiring Trustee is not retiring with respect to
            the Securities of all series for which it is the Trustee hereunder,
            shall contain such provisions as shall be deemed necessary or
            desirable to confirm that all the rights, powers, trusts and duties
            of the retiring Trustee with respect to the Securities of that or
            those series as to which the retiring Trustee is not retiring shall
            continue to be vested in the retiring Trustee, and

                  (iii) shall add to or change any of the provisions of this
            Indenture as shall be necessary to provide for or facilitate the
            administration of the trusts hereunder by more than one Trustee, it
            being understood that nothing herein or in such supplemental
            indenture shall constitute such Trustees co-trustees of the same
            trust and that each such Trustee shall be trustee of a trust or
            trusts hereunder separate and apart from any trust or trusts
            hereunder administered by any other

                                       45

<PAGE>

            such Trustee; and upon the execution and delivery of such
            supplemental indenture the resignation or removal of the retiring
            Trustee shall become effective to the extent provided therein and
            each such successor Trustee, without any further act, deed or
            conveyance, shall become vested with all the rights, powers, trusts
            and duties of the retiring Trustee with respect to the Securities of
            that or those series to which the appointment of such successor
            Trustee relates; but, on request of the Company or any successor
            Trustee, such retiring Trustee shall duly assign, transfer and
            deliver to such successor Trustee all property and money held by
            such retiring Trustee hereunder with respect to the Securities of
            that or those series to which the appointment of such successor
            Trustee relates.

            (c) Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to in paragraph (a) or (b) of this Section, as the case may be.

            (d) No successor Trustee shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be qualified and eligible
under this Article.

            (e) The Trustee shall not be liable for the acts or omissions to act
of any successor Trustee.

SECTION 6.12. Merger, Conversion, Consolidation or Succession to Business.

            Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

SECTION 6.13. Preferential Collection of Claims Against Company.

            If and when the Trustee shall be or become a creditor of the Company
(or any other obligor of the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding collection of claims against the
Company (or any other such obligor).

SECTION 6.14. Appointment of Authenticating Agent.

            At any time when any of the Securities remain Outstanding the
Trustee may appoint an Authenticating Agent or Agents with respect to one or
more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series issued upon exchange,
registration of transfer or partial redemption thereof or pursuant to Section
3.6, and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid

                                       46

<PAGE>

and obligatory for all purposes as if authenticated by the Trustee hereunder.
Wherever reference is made in this Indenture to the authentication and delivery
of Securities by the Trustee or the Trustee's certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf
of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination
by Federal or State authority. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section.

            Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

            An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment by first-class mail, postage prepaid, to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve, as
their names and addresses appear in the Security Register. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder, with
like effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.

            The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 6.7.

            If an appointment with respect to one or more series is made
pursuant to this Section, the Securities of such series may have endorsed
thereon an alternative certificate of authentication in the following form:

                                       47

<PAGE>

            "This is one of the Securities of the series designated herein
referred to in the within- mentioned Indenture.

                                   [______________],
                                                     As Trustee

                                   By_____________________________
                                           As Authenticating Agent

                                   By_____________________________
                                           Authorized Officer"

                                  ARTICLE VII

                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 7.1. Company to Furnish Trustee Names and Addresses of Holders.

            The Company will furnish or cause to be furnished to the Trustee

            (a) semi-annually, not later than fifteen days after the Regular
Record Date for a semi-annual Interest Payment Date for each series of
Securities, or, if there is no semi-annual Interest Payment Date for a series of
Securities, then not later than June 30 and December 31 in each year, commencing
on the first June 30 or December 31, as the case may be, after the first
issuance of such Securities hereunder, a list, in such form as the Trustee may
reasonably require, of the names and addresses of the Holders of Registered
Securities of such series as of a date not more than 15 days prior to the date
of delivery thereof, and

            (b) at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Company of any such request, a list of
similar form and content as of a date not more than 15 days prior to the time
such list is furnished,

in each case to the extent such information is in the possession or control of
the Company and has not been received by the Trustee in its capacity as
Securities Registrar.

SECTION 7.2. Preservation of Information; Communications to Holders.

            (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the most
recent list furnished to the Trustee as provided in Section 7.1 and the names
and addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.1 upon receipt of a new list so furnished.

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<PAGE>

            (b) The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided in the
Trust Indenture Act.

            (c) Every Holder of Securities, by receiving and holding Securities,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them shall be held accountable by reason of the
disclosure of information as to the names and addresses of the Holders made
pursuant to the Trust Indenture Act.

SECTION 7.3. Reports by Trustee.

            (a) The Trustee shall transmit to Holders such reports concerning
the Trustee and its actions under this Indenture as may be required pursuant to
the Trust Indenture Act, at the times and in the manner provided pursuant
thereto.

            (b) Reports so required to be transmitted at stated intervals of not
more than 12 months shall be transmitted no later than July 31 in each calendar
year, commencing with the July 31 next following the first issuance of
Securities under this Indenture.

            (c) A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each securities exchange
upon which any Securities are listed and also with the Commission. The Company
will notify the Trustee when any Securities are listed on any securities
exchange.

SECTION 7.4. Reports by Company.

            The Company shall file with the Trustee and with the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided in the Trust Indenture Act; provided, that any
such information, documents or reports required to be filed with the Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act shall be filed with
the Trustee within 15 days after the same is required to be filed with the
Commission. Notwithstanding that the Company may not be required to remain
subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, the Company shall continue to file with the Commission and provide the
Trustee with the annual reports and the information, documents and other reports
which are specified in Sections 13 and 15(d) of the Exchange Act. The Company
also shall comply with the other provisions of Trust Indenture Act Section
314(a).

                                  ARTICLE VIII

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 8.1. Company May Consolidate, Etc., Only on Certain Terms.

            The Company shall not consolidate with or merge into any other
corporation or convey, transfer or lease its properties and assets substantially
as an entirety to any Person, and no Person shall consolidate with or merge into
the Company or convey, transfer or lease its properties and assets substantially
as an entirety to the Company, unless:

                                       49

<PAGE>

            (a) the Person formed by such consolidation or into which the
Company is merged or the Person which acquires by conveyance or transfer, or
which leases, the properties and assets of the Company substantially as an
entirety, shall be a corporation organized and existing under the laws of the
United States of America, any State thereof or the District of Columbia and
shall expressly assume, by an indenture supplemental hereto, executed and
delivered to the Trustee, in form satisfactory to the Trustee, the due and
punctual payment of the principal of (and premium, if any) and interest on all
the Securities and the performance of every covenant of this Indenture on the
part of the Company to be performed or observed;

            (b) all required approvals of any regulatory body having
jurisdiction over the transaction shall have been obtained by the Company;

            (c) immediately after giving effect to such transaction, no Default,
and no event which, after notice or lapse of time or both, would become a
Default, shall have happened and be continuing; and

            (d) the Company has delivered to the Trustee an Officer's
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and such supplemental indenture comply
with this Article and that all conditions precedent herein provided for relating
to such transaction have been complied with.

SECTION 8.2. Successor Company Substituted.

            Upon any consolidation of the Company with, or merger of the Company
into, any other Person or any conveyance, transfer or lease of the properties
and assets of the Company substantially as an entirety in accordance with
Section 8.1, the successor entity formed by such consolidation or into which the
Company is merged or to which such conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such Person had been
named as the Company herein, and thereafter, except in the case of a lease, the
predecessor corporation shall be relieved of all obligations and covenants under
this Indenture and the Securities.

            Such successor Person may cause to be executed, and may issue either
in its own name or in the name of the Company, any or all of the Securities
issuable hereunder that theretofore shall not have been signed by the Company
and delivered to the Trustee; and, upon the order of such successor Person
instead of the Company and subject to all terms, conditions and limitations in
this Indenture prescribed, the Trustee shall authenticate and shall deliver any
Securities that previously shall have been signed and delivered by the officers
of the Company to the Trustee for authentication pursuant to such provisions and
any Securities that such successor Person thereafter shall cause to be executed
and delivered to the Trustee on its behalf for the purpose pursuant to such
provisions. All the Securities so issued shall in all respects have the same
legal rank and benefit under this Indenture as the Securities theretofore or
thereafter issued in accordance with the terms of this Indenture.

                                       50

<PAGE>

            In case of any such consolidation, merger, sale, conveyance or
lease, such changes in phraseology and form may be made in the Securities
thereafter to be issued as may be appropriate.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

SECTION 9.1. Supplemental Indentures Without Consent of Holders.

            Without the consent of any Holders, the Company, when authorized by
a Board Resolution, and the Trustee, at any time and from time to time, may
enter into one or more indentures supplemental hereto, in form satisfactory to
the Trustee, for any of the following purposes:

            (a) to evidence the succession of another corporation to the Company
and the assumption by any such successor of the covenants of the Company
contained herein and in the Securities, pursuant to Article VIII; or

            (b) to add to the covenants of the Company for the benefit of the
Holders of all or any series of Securities (and if such covenants are to be for
the benefit of less than all series of Securities, stating that such covenants
are expressly being included solely for the benefit of one or more specified
series) or to surrender any right or power herein conferred upon the Company; or

            (c) to add any additional Events of Default or Defaults for the
benefit of the Holders of all or any series of Securities (and if such
additional Events of Default or Defaults are to be for the benefit of less than
all series of Securities, stating that such additional Events of Default or
Defaults are expressly being included solely for the benefit of one or more
specified series); or

            (d) to change or eliminate any of the provisions of this Indenture,
provided that any such change or elimination shall become effective only when
there is no Security Outstanding of any series created prior to the execution of
such supplemental indenture which is entitled to the benefit of such provision;
or

            (e) to secure the Securities; or

            (f) to establish the form or terms of Securities of any series as
permitted by Sections 2.1 and 3.1; or

            (g) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or more
series and to add to or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to the requirements of Section
6.11(b); or

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<PAGE>

            (h) to cure any ambiguity, to correct or supplement any provision
herein which may be inconsistent with any other provision herein, or to make any
other provisions with respect to matters or questions arising under this
Indenture, provided such action shall not adversely affect the interests of the
Holders of Securities of any series or, in the case of the Securities of a
series issued to an ONB Trust and for so long as any of the corresponding series
of Capital Securities issued by such ONB Trust are outstanding, the holders of
such Capital Securities, in any material respect; or

            (i) to comply with the requirements of the Commission in order to
effect or maintain the qualification of this Indenture under the Trust Indenture
Act.

SECTION 9.2. Supplemental Indentures with Consent of Holders.

            With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture. However, without the
consent of each Holder of an Outstanding Security affected thereby, no such
supplemental indenture shall

            (a) change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any Security, or change the currency
in which any such amounts are payable, or reduce the principal amount thereof or
the rate of interest thereon (including any change in the Floating or Adjustable
Rate Provision pursuant to which such rate is determined that would reduce that
rate for any period) or any premium payable upon the redemption thereof, or
change any Place of Payment where, or the coin or currency in which, any
Security or any premium or the interest thereon is payable, or impair the right
to institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption, on or after the Redemption
Date), or modify the provisions of this Indenture with respect to the
subordination of the Securities in a manner adverse to the Holders,

            (b) modify this Indenture in any way that materially adversely
affects the right of Holders to convert or exchange any Security,

            (c) reduce the percentage in principal amount of the Outstanding
Securities of any series, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any
waiver (of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this Indenture,

            (d) with respect to Securities of a series issued to an ONB Trust,
remove or impair the rights of any registered holder of Capital Securities to
bring an action directly against the Company in the circumstance set forth in
Section 5.8; or

            (e) modify any of the provisions of this Section or Section 5.13,
except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot

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be modified or waived without the consent of the Holder of each Outstanding
Security affected thereby;

provided, that if the Securities of such series are held by an ONB Trust or a
trustee of such trust, such supplemental indenture shall not be effective until
the holders of a majority in principal amount of Capital Securities of such ONB
Trust shall have consented to such supplemental indenture; provided, further,
that if the consent of the Holders of each Outstanding Security of a series is
required, such supplemental indenture shall not be effective until each holder
of the Capital Securities of the applicable ONB Trust shall have consented to
such supplemental indenture.

            A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely for
the benefit of one or more particular series of Securities or any corresponding
Capital Securities of an ONB Trust that holds the Securities of such series, or
which modifies the rights of the Holders of Securities of such series or the
holders of such corresponding Capital Securities with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series or holders of Capital
Securities of any other ONB Trust.

            It shall not be necessary for any Act of Holders under this Section
to approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof.

SECTION 9.3. Execution of Supplemental Indentures.

            In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 6.1) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

SECTION 9.4. Effect of Supplemental Indentures.

            Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby to the extent provided therein.

SECTION 9.5. Conformity with Trust Indenture Act.

            Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.

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SECTION 9.6. Reference in Securities to Supplemental Indentures.

            Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.

                                   ARTICLE X

                                   COVENANTS

SECTION 10.1. Payment of Principal, Premium and Interest.

            The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of (and premium,
if any) and interest on the Securities of that series in accordance with the
terms of the Securities of such series and this Indenture, and will duly comply
with all other terms, agreements and conditions contained in, or made in the
Indenture for the benefit of, the Securities of such series.

SECTION 10.2. Maintenance of Office or Agency.

            The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Securities of that series and this Indenture
may be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.

            The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, that no such designation or rescission shall in any
manner relieve the Company of its obligation to maintain an office or agency in
each Place of Payment for Securities of any series for such purposes. The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.

SECTION 10.3. Money for Securities Payments to Be Held in Trust.

            If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of (and premium, if any) or interest on any of the Securities of that
series, segregate and hold in trust for the benefit of the

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<PAGE>

Persons entitled thereto a sum sufficient to pay the principal (and premium, if
any) or interest so becoming due until such sums shall be paid to such Persons
or otherwise disposed of as herein provided and will promptly notify the Trustee
of its action or failure so to act.

            Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, prior to each due date of the principal of (and
premium, if any) or interest on any Securities of that series, deposit with a
Paying Agent a sum sufficient to pay the principal (and premium, if any) or
interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its action
or failure so to act.

            The Company will cause each Paying Agent for any series of
Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will:

            (a) hold all sums held by it for the payment of the principal of
(and premium, if any) or interest on Securities of that series in trust for the
benefit of the Persons entitled thereto until such sums shall be paid to such
Persons or otherwise disposed of as herein provided;

            (b) give the Trustee notice of any default by the Company (or any
other obligor upon the Securities of that series) in the making of any payment
of principal (and premium, if any) or interest on the Securities of that series;

            (c) at any time during the continuance of any such default, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so held in
trust by such Paying Agent; and

            (d) comply with the provisions of the Trust Indenture Act applicable
to it as a Paying Agent.

            The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

            Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of (and premium,
if any) or interest on any Security of any series and remaining unclaimed for
three years after such principal (and premium, if any) or interest has become
due and payable shall be paid to the Company on Company Request, or (if then
held by the Company) shall be discharged from such trust; and the Holder of such
Security shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in a newspaper

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<PAGE>

published in the English language, customarily published on each Business Day
and of general circulation in the Borough of Manhattan, The City of New York,
New York, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid
to the Company.

SECTION 10.4. Statement by Officers as to Default.

            The Company will deliver to the Trustee, within 120 days after the
end of each fiscal year of the Company ending after the date hereof, an
Officers' Certificate stating whether or not to the best knowledge of the
signers thereof the Company is in default in the performance, observance and
fulfillment of any of the terms, provisions and conditions of this Indenture,
and if the Company shall be in default, specifying all such defaults and the
nature and status thereof of which they may have knowledge. For the purpose of
this Section 10.4, compliance shall be determined without regard to any grace
period or requirement of notice provided pursuant to the terms of this
Indenture.

SECTION 10.5. Covenants as to ONB Trusts.

            (a) If at any time (i) there shall have occurred any event (A) of
which the Company has actual knowledge that with the giving of notice or the
lapse of time, or both, would constitute a Default with respect to the
Securities of such series, and (B) which the Company shall not have taken
reasonable steps to cure, (ii) if the Securities of such series are held by an
ONB Trust, the Company shall be in default with respect to its payment of any
obligations under the Guarantee Agreement relating to the Capital Securities
issued by such ONB Trust, or (iii) the Company shall have given notice of its
election to begin an Interest Payment Deferral Period with respect to the
Securities of such series as provided herein and shall not have rescinded such
notice, or such Interest Payment Deferral Period, or any extension thereof,
shall be continuing, the Company covenants and agrees with each Holder of
Securities of such series that it shall not:

                  (1) declare or pay any dividends or distributions on, or
            redeem, purchase, acquire or make a liquidation payment with respect
            to, any shares of the Company's capital stock;

                  (2) make any payment of principal of or interest or premium,
            if any, on or repay, repurchase or redeem any debt securities of the
            Company that rank pari passu in all respects with or junior in
            interest to the Securities of such series; or

                  (3) make any payment on any guarantee with respect to any debt
            securities of subsidiaries of the Company to the extent such
            guarantee ranks pari passu in all respect with or junior in interest
            to the Securities of such series.

The restrictions set forth in subsections (1) - (3) above will not apply to (a)
repurchases, redemptions or acquisitions of shares of common stock of the
Company related to the issuance of common stock of the Company under any
employment contract or benefit plan for the directors, officers or employees of
the Company, (b) dividends or distributions payable in common stock of the
Company, (c) any payment obligations under any guarantee relating to the Capital

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<PAGE>

Securities of an ONB Trust holding the Securities of such series and (d)
obligations of the Company under any dividend reinvestment plan or stock
purchase plan.

            (b) For so long as any Capital Securities of an ONB Trust remain
outstanding, the Company also covenants that it will (i) maintain 100% direct or
indirect ownership of the Common Securities of such ONB Trust; provided,
however, that any permitted successor of the Company hereunder may succeed to
the Company's ownership of such Common Securities, (ii) not voluntarily
dissolve, wind up or liquidate such ONB Trust, except in connection with a
distribution of Securities upon a Special Event, or in connection with certain
mergers, consolidations or amalgamations, (iii) use its reasonable efforts to
cause such ONB Trust to (A) remain a statutory trust, except in connection with
a distribution of Securities to the holders of Capital Securities as provided in
the Trust Agreement of such ONB Trust, the redemption of all of the Capital
Securities and in connection with certain mergers, consolidations or
amalgamations permitted by the Trust Agreement of such ONB Trust, and (B)
otherwise continue to be classified as a grantor trust for United States federal
income tax purposes and (iv) not knowingly take any action that would cause such
ONB Trust to not be classified as a grantor trust.

SECTION 10.6. Payment of Expenses and Additional Amounts.

            (a) In connection with the offering, sale and issuance of each
series of Securities to the Property Trustee of an ONB Trust and in connection
with the sale of Capital Securities by such ONB Trust, the Company, in its
capacity as borrower with respect to such Securities, shall:

                  (i) pay all costs and expenses relating to the offering, sale
            and issuance of such Securities, including commissions to the
            underwriters payable pursuant to the applicable Underwriting
            Agreement and compensation of the Trustee under this Indenture in
            accordance with the provisions of Section 6.7;

                  (ii) pay all costs and expenses of such ONB Trust (including,
            but not limited to, costs and expenses relating to the organization
            of the trust, the offering, sale and issuance of the Capital
            Securities of such ONB Trust, the fees and expenses of the Issuer
            Trustees and the Administrators of such ONB Trust, the costs and
            expenses relating to the operation, maintenance and termination of
            such ONB Trust and the enforcement by such Property Trustee of the
            rights of the holders of the Capital Securities of such ONB Trust,
            including without limitation, costs and expenses of accountants,
            attorneys, statistical or bookkeeping services, expenses for
            printing and engraving and computing or accounting equipment, paying
            agent(s), registrar(s), transfer agent(s), duplicating, travel and
            telephone and other telecommunications expenses and costs and
            expenses incurred in connection with the acquisition, financing, and
            disposition of assets of such ONB Trust);

                  (iii) be primarily liable for any indemnification obligations
            arising with respect to the Trust Agreement of such ONB Trust; and

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<PAGE>

                  (iv) pay any and all taxes (other than United States
            withholding taxes in respect of amounts paid on the Securities held
            by such ONB Trust) and all liabilities, costs and expenses with
            respect to such taxes of such ONB Trust.

            (b) Upon termination of this Indenture or any series of Securities
or the removal or resignation of the Trustee pursuant to Section 6.10, the
Company shall pay to the Trustee all amounts accrued and owing to the Trustee to
the date of such termination, removal or resignation. Upon termination of the
Trust Agreement of any ONB Trust or the removal or resignation of the Delaware
Trustee or the Property Trustee, as the case may be, pursuant to Section 8.10 of
the Trust Agreement of such ONB Trust, the Company shall pay to such Delaware
Trustee or such Property Trustee, as the case may be, all amounts accrued and
owing to such Delaware Trustee or such Property Trustee, as the case may be, to
the date of such termination, removal or resignation.

            (c) If, at any time an ONB Trust is required to pay any taxes,
duties, assessments or governmental charges of whatever nature (other than
withholding taxes) imposed by the United States or any other taxing authority,
then the Company will pay such additional amounts on the Securities of such
series as shall be required so that the net amounts received and retained by
such ONB Trust after paying such taxes, duties, assessments or other
governmental charges will be equal to the amounts such ONB Trust would have
received had no such taxes, duties, assessments or other government charges been
imposed (the "Additional Amounts"). Whenever in this Indenture or the Securities
there is a reference in any context to the payment of principal of or interest
on the Securities, such mention shall be deemed to include mention of the
payments of the Additional Amounts provided for in this paragraph to the extent
that, in such context, Additional Amounts are, were or would be payable in
respect thereof pursuant to the provisions of this paragraph and express mention
of the payment of Additional Amounts (if applicable) in any provisions hereof
shall not be construed as excluding Additional Amounts in those provisions
hereof where such express mention is not made; provided, however, that the
deferral of the payment of interest pursuant to Article XIII or the Securities
shall not defer the payment of any Additional Amounts that may be due and
payable.

SECTION 10.7. Listing on an Exchange.

            If Securities of any series are to be issued as a Global Security in
connection with the distribution of such Securities to the holders of the
Capital Securities of an ONB Trust upon an Early Termination Event with respect
to such ONB Trust, the Company will use its best efforts to list such series of
Securities on the securities exchange, if any, on which the Capital Securities
of such ONB Trust are then listed.

                                   ARTICLE XI

                            REDEMPTION OF SECURITIES

SECTION 11.1. Applicability of Article.

            Securities of each series are redeemable before their respective
Stated Maturities in accordance with their respective terms and (except as
otherwise specified as contemplated by

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Section 3.1 for Securities of any series) in accordance with this Article. Any
redemption of any series of Securities, in whole or in part, prior to their
respective Stated Maturities shall be subject to receipt by the Company of prior
written approval from the Regulator, if then required under applicable capital
adequacy guidelines, regulations or policies of the Regulator.

SECTION 11.2. Election to Redeem; Notice to Trustee.

            (a) Subject to the provisions of subsection (b) of this Section 11.2
and to the other provisions of this Article XI, except as otherwise may be
specified in this Indenture or, with respect to any series of Securities, as
otherwise specified as contemplated by Section 3.1 for the Securities of such
series, the Company shall have the right to redeem any series of Securities, in
whole or in part, from time to time, on or after the Redemption Option Date for
such series at the Redemption Price. The election of the Company to redeem any
Securities redeemable at the election of the Company shall be evidenced by a
Board Resolution. In case of any redemption at the election of the Company, the
Company shall, at least 30 days, but not more than 60 days, prior to the
Redemption Date fixed by the Company, notify the Trustee of such Redemption Date
and, if less than all of the Securities of such series are to be redeemed, of
the principal amount of the Securities of such series to be redeemed. In the
case of any redemption of Securities prior to the expiration of any restriction
on such redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction.

            (b) If a partial redemption of any series of Securities would result
in the delisting of the Capital Securities of the ONB Trust that purchased such
Securities from any national securities exchange or other organization on which
the Capital Securities of such ONB Trust are then listed, the Company shall not
be permitted to effect such partial redemption and may only redeem such series
of Securities in whole.

SECTION 11.3. Selection by Trustee of Securities to Be Redeemed.

            If less than all the Securities of any series are to be redeemed,
the particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the principal
amount of Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series; provided, that if at the
time of redemption such Securities are registered as a Global Security, the
Depositary shall determine, in accordance with its procedures, the principal
amount of such Securities held by each Security Beneficial Owner to be redeemed.

            The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in case of any Securities selected for
partial redemption, the principal amount thereof to be redeemed.

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            For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.

SECTION 11.4. Notice of Redemption.

            Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his address appearing in
the Security Register.

            All notices of redemption shall state:

            (a) the Redemption Date,

            (b) the Redemption Price,

            (c) if less than all the Outstanding Securities of any series are to
be redeemed, the identification (and, in the case of partial redemption, the
principal amounts) of the particular Securities of such series to be redeemed,

            (d) that on the Redemption Date, the Redemption Price will become
due and payable upon each such Security to be redeemed and that interest thereon
will cease to accrue on and after said date,

            (e) the place or places where such Securities are to be surrendered
for payment of the Redemption Price,

            (f) that the redemption is for a sinking fund, if such is the case,
and

            (g) such other provisions as may be required in respect of the terms
of a particular series of Securities.

            Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company and shall be irrevocable.
The notice if mailed in the manner provided above shall be conclusively presumed
to have been duly given, whether or not the Holder receives such notice. In any
case, a failure to give such notice by mail or any defect in the notice to the
Holder of any Security designated for redemption as a whole or in part shall not
affect the validity of the proceedings for the redemption of any other Security.

SECTION 11.5. Deposit of Redemption Price.

            Prior to 10:00 a.m., New York City time, on any Redemption Date, the
Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.3) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an

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<PAGE>

Interest Payment Date) accrued interest on, all the Securities which are to be
redeemed on that date.

SECTION 11.6. Securities Payable on Redemption Date.

            Notice of redemption having been given as aforesaid, the Securities
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest. Upon presentation and surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; provided, that installments of interest whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such at
the close of business on the relevant Record Dates according to their terms and
the provisions of Section 3.8.

            If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate prescribed
therefor in the Security.

            The Redemption Price shall be paid prior to 12:00 noon, New York
City time, on the date of such redemption or such earlier time as the Company
determines, provided that the Company shall deposit with the Trustee an amount
sufficient to pay the Redemption Price by 10:00 a.m., New York City time, on the
date such Redemption Price is to be paid.

SECTION 11.7. Securities Redeemed in Part.

            Any Security which is to be redeemed only in part shall be
surrendered at a Place of Payment for Securities of that series (with, if the
Company or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company duly executed by, the Holder
thereof or his attorney duly authorized in writing), and the Company shall
execute, and the Trustee shall authenticate and deliver to the Holder of such
Security without service charge, a new Security or Securities of the same
series, of like tenor and of any authorized denomination as requested by such
Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered.

SECTION 11.8. Special Event Redemption.

            If a Special Event with respect to an ONB Trust has occurred and is
continuing, the Company may redeem the corresponding Securities held by such ONB
Trust, in whole but not in part, at any time within 90 days thereafter. If the
applicable ONB Trust is the holder of all outstanding corresponding Securities,
the proceeds of the redemption will be used by the ONB Trust to redeem the
corresponding Capital Securities and the Common Securities, at the liquidation
amount per capital security specified in the Trust Agreement of such ONB Trust
plus unpaid distributions to the date of redemption; provided, however, that if
the Company can eliminate, within a 90 day period, the Special Event by taking
some action, such as filing a form or making an election, or pursuing some other
similar reasonable measure which has no adverse effect on the Company, the
applicable ONB Trust or the holders of the Capital Securities or the

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Common Securities, the Company must pursue that action instead of redemption.
The Company will have no right to redeem the Securities while the applicable ONB
Trust or the Property Trustee is pursuing any similar action based on its
obligations under the Trust Agreement of such ONB Trust.

                                  ARTICLE XII

                                  SINKING FUND

SECTION 12.1. Applicability of Article.

            If provided for the Securities of a series as contemplated by
Section 3.1, the provisions of this Article shall be applicable to any sinking
fund for the retirement of Securities of such series except as otherwise
specified as contemplated by Section 3.1 for the Securities of such series.

            The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment," and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment." If provided for by the terms of Securities of any series,
the cash amount of any sinking fund payment may be subject to reduction as
provided in Section 12.2. Each sinking fund payment shall be applied to the
redemption of Securities as provided for by the terms of Securities of such
series.

SECTION 12.2. Satisfaction of Sinking Fund Payments with Securities.

            Unless the form or terms of any series of Securities shall provide
otherwise, the Company (a) may deliver to the Trustee Outstanding Securities of
a series (other than any previously called for redemption) and (b) may apply as
a credit Securities of a series which have been redeemed either at the election
of the Company pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms of
such Securities, in each case in satisfaction of all or any part of any sinking
fund payment with respect to any Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
Securities; provided, that such Securities have not been previously so credited.
Such Securities shall be received and credited for such purpose by the Trustee
at the Redemption Price specified in such Securities for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.

SECTION 12.3. Redemption of Securities for Sinking Fund.

            Not less than 90 days prior to each sinking fund payment date for
any series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 12.2 and will also deliver to the Trustee any Securities to
be so delivered. Such Officers' Certificate shall be irrevocable and upon its
delivery the Company shall be

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obligated to make the cash payment or payments therein referred to, if any, on
or before the succeeding sinking fund payment date. In the case of the failure
of the Company to deliver such Officers' Certificate (or, as required by this
Indenture and the Securities) by the due date therefor, the sinking fund payment
due on the succeeding sinking fund payment date for such series shall be paid
entirely in cash and shall be sufficient to redeem the principal amount of the
Securities of such series subject to a mandatory sinking fund payment without
the right to deliver or credit securities as provided in Section 12.2 and
without the right to make the optional sinking fund payment with respect to such
series at such time.

            Any sinking fund payment or payments (mandatory or optional) made in
cash plus any unused balance of any preceding sinking fund payments made with
respect to the Securities of any particular series shall be applied by the
Trustee (or by the Company if the Company is acting as its own Paying Agent) on
the sinking fund payment date on which such payment is made (or, if such payment
is made before a sinking fund payment date, on the sinking fund payment date
immediately following the date of such payment) to the redemption of Securities
of such series at the Redemption Price specified in such Securities with respect
to the sinking fund. Any sinking fund moneys not so applied or allocated by the
Trustee (or, if the Company is acting as its own Paying Agent, segregated and
held in trust by the Company as provided in Section 10.3) for such series and
together with such payment (or such amount so segregated) shall be applied in
accordance with the provisions of this Section 12.3. Any and all sinking fund
moneys with respect to the Securities of any particular series held by the
Trustee (or, if the Company is acting as its own Paying Agent, segregated and
held in trust as provided in Section 10.3) on the last sinking fund payment date
with respect to Securities of such series and not held for the payment or
redemption of particular Securities of such series shall be applied by the
Trustee (or by the Company if the Company is acting as its own Paying Agent),
together with other moneys, if necessary, to be deposited (or segregated)
sufficient for the purpose, to the payment of the principal of the Securities of
such series at Maturity. The Trustee shall select the Securities to be redeemed
upon such sinking fund payment date in the manner specified in Section 11.3 and
cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 11.4. Such notice
having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Section 11.6. On or before each sinking fund
payment date, the Company shall pay to the Trustee (or, if the Company is acting
as its own Paying Agent, the Company shall segregate and hold in trust as
provided in Section 10.3) in cash a sum in the currency in which Securities of
such series are payable (except as provided pursuant to Section 3.1) equal to
the principal (and premium, if any) and any interest accrued to the Redemption
Date for Securities or portions thereof to be redeemed on such sinking fund
payment date pursuant to this Section 12.3.

            Neither the Trustee nor the Company shall redeem any Securities of a
series with sinking fund moneys or mail any notice of redemption of Securities
of such series by operation of the sinking fund for such series during the
continuance of a default in payment of interest, if any, on any Securities of
such series or of any Default (other than a Default occurring as a consequence
of this paragraph) with respect to the Securities of such series, except that if
the notice of redemption shall have been provided in accordance with the
provisions hereof, the Trustee (or the Company, if the Company is then acting as
its own Paying Agent) shall redeem such Securities if cash sufficient for that
purpose shall be deposited with the Trustee (or segregated by the Company) for
that purpose in accordance with the terms of this Article XII.

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<PAGE>

Except as aforesaid, any moneys in the sinking fund for such series at the time
when any such default or Default shall occur and any moneys thereafter paid into
such sinking fund shall, during the continuance of such default or Default, be
held as security for the payment of the Securities and coupons, if any, of such
series; provided, however, that in case such default or Default shall have been
cured or waived as provided herein, such moneys shall thereafter be applied on
the next sinking fund payment date for the Securities of such series on which
such moneys may be applied pursuant to the provisions of this Section 12.3.

                                  ARTICLE XIII

                        DEFERRAL OF INTEREST PAYMENT DATE

SECTION 13.1. Deferral of Interest Payment Date.

            Unless an Event of Default shall have occurred and be continuing,
the Company shall have the right, at any time and from time to time during the
term of the Securities of any series, to defer payments of interest by extending
the interest payment period of all Securities of such series for a period not
exceeding 20 consecutive quarters (the "Interest Payment Deferral Period"),
during which Interest Payment Deferral Period no interest shall be due and
payable on the Securities of such series; provided, that no Interest Payment
Deferral Period may extend beyond the Maturity of such Securities. To the extent
permitted by applicable law, interest, the payment of which has been deferred
pursuant to this Section 13.1, will bear Additional Interest thereon for each
Interest Payment Period of the Interest Payment Deferral Period. At the end of
any Interest Payment Deferral Period with respect to any series of Securities,
the Company shall pay all interest accrued and unpaid on such Securities,
including any Additional Interest (together, the "Deferred Interest") that shall
be payable to the Holders of Securities of such series in whose names such
Securities are registered in the Security Register on the first record date
after the end of such Interest Payment Deferral Period. Before the termination
of any Interest Payment Deferral Period, the Company may further extend such
period; provided that such period, together with all such further extensions
thereof, shall not exceed 20 consecutive quarters, and, provided further, that
no prepayment of interest during an Interest Payment Deferral Period shall allow
the Company to extend such Interest Payment Deferral Period beyond 20
consecutive quarters . Upon the termination of any Interest Payment Deferral
Period with respect to any series of Securities and upon the payment of all
Deferred Interest then due, the Company may commence a new Interest Payment
Deferral Period with respect to such series of Securities, subject to the
foregoing requirements. No interest on a series of Securities shall be due and
payable during an Interest Payment Deferral Period with respect thereto, except
at the end thereof; provided, that the Company may prepay at any time all or any
portion of the interest accrued during any Interest Payment Deferral Period.

SECTION 13.2. Notice of Deferral.

            (a) If the Property Trustee of an ONB Trust is the only Holder of
Securities of a series at the time the Company selects an Interest Payment
Deferral Period with respect thereto, the Company shall give written notice to
the Issuer Trustees of such ONB Trust and to the Trustee of such Interest
Payment Deferral Period, unless otherwise specified as contemplated by Section
3.1 for Securities of any series, one Business Day before the earlier of (i) the
next

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succeeding date on which Distributions on the Capital Securities issued by such
ONB Trust would be payable, if not for such Interest Payment Deferral Period, or
(ii) the date such ONB Trust is required to give notice to the New York Stock
Exchange (or other applicable self-regulatory organization) or to holders of the
Capital Securities issued by such ONB Trust of the record date or the date such
Distributions are payable.



            (b) If the Property Trustee of an ONB Trust is not the only Holder
of Securities of a series at the time the Company selects an Interest Payment
Deferral Period with respect thereto, the Company shall give written notice to
the Holders of Securities of such series and the Trustee of its selection of
such Interest Payment Deferral Period, unless otherwise specified as
contemplated by Section 3.1 for Securities of any series, five Business Days
before the earlier of (i) the next succeeding Interest Payment Date, or (ii) the
date the Company is required to give notice to the New York Stock Exchange (or
other applicable self-regulatory organization) or to Holders of Securities of
such series of the record or payment date of such interest payment.


            (c) The Interest Payment Period in which any notice is given
pursuant to paragraphs (a) or (b) of this Section 13.2 shall be counted as one
of the consecutive Interest Payment Periods permitted in the maximum Interest
Payment Deferral Period with respect to any series of Securities permitted under
Section 3.1.

SECTION 13.3. Limitation of Transactions During Interest Payment Deferral
              Period.

            If with respect to any series of Securities the Company shall
exercise its right to defer payments of interest thereon as provided in Section
13.1, the Company shall be subject to the provisions of Section 10.5

                                  ARTICLE XIV

                           SUBORDINATION OF SECURITIES

SECTION 14.1. Agreement to Subordinate.

            The Company covenants and agrees, and each Holder of Securities
issued hereunder by such Holder's acceptance thereof likewise covenants and
agrees, that all Securities shall be issued subject to the provisions of this
Article XIV; and each Holder of a Security, whether upon original issue or upon
transfer or assignment thereof, accepts and agrees to be bound by such
provisions.

            The payment by the Company of the principal of, premium, if any, and
interest and Additional Amounts on all Securities issued hereunder shall, to the
extent and in the manner hereinafter set forth, be subordinated and junior in
right of payment to the prior payment in full of all Senior Debt of the Company,
whether outstanding at the date of this Indenture or thereafter incurred.

            No provision of this Article XIV shall prevent the occurrence of any
default or Default hereunder.

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SECTION 14.2. Default on Senior Debt.

            In the event and during the continuation of any default by the
Company in the payment of principal, premium, interest or any other payment due
on any Senior Debt of the Company, as the case may be, or in the event that the
maturity of any Senior Debt of the Company, as the case may be, has been
accelerated because of a default, then, in either case, no payment shall be made
by the Company with respect to the principal (including redemption payments) of,
or premium, if any, or interest or Additional Amounts on, the Securities or to
acquire any of the Securities (except sinking fund payments made with respect to
Securities acquired by the Company prior to such default).

            In the event that, notwithstanding the foregoing, any payment shall
be received by the Trustee, by any Holder or by any Paying Agent (or, if the
Company is acting as its own Paying Agent, money for any such payment is
segregated and held in trust) when such payment is prohibited by the preceding
paragraph of this Section 14.2, before all Senior Debt of the Company is paid in
full, or provision is made for such payment in money in accordance with its
terms, such payment shall be held in trust for the benefit of, and shall be paid
over or delivered to, the holders of Senior Debt of the Company or their
respective representatives, or to the trustee or trustees under any indenture
pursuant to which any of such Senior Debt may have been issued, as their
respective interests may appear, ratably according to the aggregate amount
remaining unpaid on account of the principal, premium, interest or any other
payment due on the Senior Debt held or represented by each, for application to
the payment of all Senior Debt of the Company, as the case may be, remaining
unpaid to the extent necessary to pay such Senior Debt in full in money in
accordance with its terms, after giving effect to any concurrent payment or
distribution to or for the benefit of the holders of such Senior Debt, but only
to the extent that the holders of the Senior Debt (or their representative or
representatives or a trustee) notify the Trustee in writing within 90 days of
such payment of the amounts then due and owing on the Senior Debt and only the
amounts specified in such notice to the Trustee shall be paid to the holders of
Senior Debt.

SECTION 14.3. Liquidation; Termination; Bankruptcy.

            Upon any payment by the Company or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
creditors upon any termination, winding-up, liquidation or reorganization of the
Company, whether voluntary or involuntary or in bankruptcy, insolvency or other
proceedings, all amounts due upon all Senior Debt of the Company shall first be
paid in full, or payment thereof provided for in money in accordance with its
terms, before any payment is made by the Company on account of the principal
(and premium, if any) or interest or Additional Amounts on the Securities; and
upon any such termination, winding-up, liquidation or reorganization, any
payment by the Company, or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, to which the Holders of the
Securities or the Trustee would be entitled to receive, except for the
provisions of this Article XIV, shall be paid by the Company or by any receiver,
trustee in bankruptcy, liquidating trustee, agent or other Person making such
payment or distribution, or by the Holders of the Securities or by the Trustee
under this Indenture if received by them or it, directly to the holders of
Senior Debt of the Company (pro rata to such holders on the basis of the
respective amounts of Senior Debt held by such holders, as calculated by the

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<PAGE>

Company) or their representative or representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing such
Senior Debt may have been issued, as their respective interests may appear, to
the extent necessary to pay such Senior Debt in full, in money or money's worth,
after giving effect to any concurrent payment or distribution to or for the
holders of such Senior Debt, before any payment or distribution is made to the
Holders of Securities or to the Trustee.

            In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing, shall be received by the
Trustee, by any Holder or by any Paying Agent (or, if the Company is acting as
its own Paying Agent, money for any such payment is segregated and held in
trust) before all Senior Debt of the Company is paid in full, or provision is
made for such payment in money in accordance with its terms, such payment or
distribution shall be held in trust for the benefit of and shall be paid over or
delivered to the holders of such Senior Debt or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any of such Senior Debt may have been issued, as their respective
interests may appear, ratably according to the aggregate amount remaining unpaid
on account of the principal, premium, interest or any other payment due on the
Senior Debt held or represented by each, as calculated by the Company, for
application to the payment of all Senior Debt of the Company, as the case may
be, remaining unpaid to the extent necessary to pay such Senior Debt in full in
money in accordance with its terms, after giving effect to any concurrent
payment or distribution to or for the benefit of the holders of such Senior
Debt.

            For purposes of this Article XIV, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article XIV with respect
to the Securities to the payment of all Senior Debt of the Company, as the case
may be, that may at the time be outstanding, provided that (i) such Senior Debt
is assumed by the new corporation, if any, resulting from any such
reorganization or readjustment, and (ii) the rights of the holders of such
Senior Debt are not, without the consent of such holders, altered by such
reorganization or readjustment. The consolidation of the Company with, or the
merger of the Company into, another corporation or the liquidation or
termination of the Company following the conveyance or transfer of its property
as an entirety, or substantially as an entirety, to another corporation upon the
terms and conditions provided for in Article VIII shall not be deemed a
termination, winding-up, liquidation or reorganization for the purposes of this
Section 14.3 if such other corporation shall, as a part of such consolidation,
merger, conveyance or transfer, comply with the conditions stated in Article
VIII. Nothing in Section 14.2 or in this Section 14.3 shall apply to claims of,
or payments to, the Trustee under or pursuant to Section 6.7.

SECTION 14.4. Subrogation.

            Subject to the payment in full of all Senior Debt of the Company,
the rights of the Holders of the Securities shall be subrogated to the rights of
the holders of such indebtedness to receive payments or distributions of cash,
property or securities of the Company, as the case may be, applicable to such
Senior Debt until the principal of (and premium, if any) and interest and

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<PAGE>

Additional Amounts, if any, on the Securities shall be paid in full; and, for
the purposes of such subrogation, no payments or distributions to the holders of
such Senior Debt of any cash, property or securities to which the Holders of the
Securities or the Trustee would be entitled except for the provisions of this
Article XIV, and no payment over pursuant to the provisions of this Article XIV
to or for the benefit of the holders of such Senior Debt by Holders of the
Securities or the Trustee, shall, as between the Company, its creditors other
than Holders of Senior Debt of the Company, and the holders of the Securities,
be deemed to be a payment by the Company to or on account of such Senior Debt.
It is understood that the provisions of this Article XIV are and are intended
solely for the purposes of defining the relative rights of the Holders of the
Securities, on the one hand, and the holders of such Senior Debt on the other
hand.

            Nothing contained in this Article XIV or elsewhere in this Indenture
or in the Securities is intended to or shall impair, as between the Company, its
creditors other than the holders of Senior Debt of the Company, and the Holders
of the Securities, the obligation of the Company, which is absolute and
unconditional, to pay to the Holders of the Securities the principal of (and
premium, if any) and interest and Additional Amounts, if any, on the Securities
as and when the same shall become due and payable in accordance with their
terms, or is intended to or shall affect the relative rights of the Holders of
the Securities and creditors of the Company, as the case may be, other than the
holders of Senior Debt of the Company, nor shall anything herein or therein
prevent the Trustee or the Holder of any Security from exercising all remedies
otherwise permitted by applicable law upon default under the Indenture, subject
to the rights, if any, under this Article XIV of the holders of such Senior Debt
in respect of cash, property or securities of the Company, as the case may be,
received upon the exercise of any such remedy.

            Upon any payment or distribution of assets of the Company referred
to in this Article XIV, the Trustee, subject to the provisions of Section 6.1,
and the Holders of the Securities shall be entitled to conclusively rely upon
any order or decree made by any court of competent jurisdiction in which such
termination, winding-up, liquidation or reorganization proceedings are pending,
or a certificate of the receiver, trustee in bankruptcy, liquidation trustee,
agent or other Person making such payment or distribution, delivered to the
Trustee or to the Holders of the Securities, for the purposes of ascertaining
the Persons entitled to participate in such distribution, the holders of Senior
Debt and other indebtedness of the Company, as the case may be, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article XIV.

SECTION 14.5. Trustee to Effectuate Subordination.

            Each Holder of Securities by such Holder's acceptance thereof
authorizes and directs the Trustee on such Holder's behalf to take such action
as may be necessary or appropriate to effectuate the subordination provided in
this Article XIV and appoints the Trustee such Holder's attorney-in-fact for any
and all such purposes.

SECTION 14.6. Notice by the Company.

            The Company shall give prompt written notice to a Responsible
Officer of the Trustee of any fact known to the Company that would prohibit the
making of any payment of

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<PAGE>

monies to or by the Trustee in respect of the Securities pursuant to the
provisions of this Article XIV. Notwithstanding the provisions of this Article
XIV or any other provision of this Indenture, the Trustee shall not be charged
with knowledge of the existence of any facts that would prohibit the making of
any payment of monies to or by the Trustee in respect of the Securities pursuant
to the provisions of this Article XIV, unless and until a Responsible Officer of
the Trustee shall have received written notice thereof from the Company or a
holder or holders of Senior Debt or their representative or representatives or
from any trustee therefor; and before the receipt of any such written notice,
the Trustee, subject to the provisions of Section 6.1, shall be entitled in all
respects to assume that no such facts exist; provided, however, that if the
Trustee shall not have received the notice provided for in this Section 14.6 at
least two Business Days prior to the date upon which by the terms hereof any
money may become payable for any purpose (including, without limitation, the
payment of the principal of (or premium, if any) or interest or Additional
Amounts on any Security), then, anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive such
money and to apply the same to the purposes for which they were received, and
shall not be affected by any notice to the contrary that may be received by it
within two Business Days prior to such date.

            The Trustee, subject to the provisions of Section 6.1, shall be
entitled to conclusively rely on the delivery to it of a written notice by a
Person representing himself to be a holder of Senior Debt of the Company (or a
trustee on behalf of such holder) to establish that such notice has been given
by a holder of such Senior Debt or a trustee on behalf of any such holder or
holders. In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of such
Senior Debt to participate in any payment or distribution pursuant to this
Article XIV, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of such Senior Debt held
by such Person, the extent to which such Person is entitled to participate in
such payment or distribution and any other facts pertinent to the rights of such
Person under this Article XIV, and, if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.

SECTION 14.7. Rights of the Trustee; Holders of Senior Debt.

            The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article XIV in respect of any Senior Debt at any time
held by it, to the same extent as any other holder of Senior Debt, and nothing
in this Indenture shall deprive the Trustee of any of its rights as such holder.

            With respect to the holders of Senior Debt of the Company, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article XIV, and no implied
covenants or obligations with respect to the holders of such Senior Debt shall
be read into this Indenture against the Trustee. The Trustee shall not be deemed
to owe any fiduciary duty to the holders of such Senior Debt and, subject to the
provisions of Section 6.1, the Trustee shall not be liable to any holder of such
Senior Debt if it shall pay over or deliver to Holders of Securities, the
Company or any other Person money or assets to which any holder of such Senior
Debt shall be entitled by virtue of this Article XIV or otherwise.

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<PAGE>

SECTION 14.8. Subordination May Not Be Impaired.

            No right of any present or future holder of any Senior Debt of the
Company to enforce subordination as herein provided shall at any time in any way
be prejudiced or impaired by any act or failure to act on the part of the
Company or by any act or failure to act, in good faith, by any such holder, or
by any noncompliance by the Company with the terms, provisions and covenants of
this Indenture, regardless of any knowledge thereof that any such holder may
have or otherwise be charged with.

            Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Debt of the Company may, at any time and from
time to time, without the consent of or notice to the Trustee or the Holders of
the Securities, without incurring responsibility to the Holders of the
Securities and without impairing or releasing the subordination provided in this
Article XIV or the obligations hereunder of the Holders of the Securities to the
holders of such Senior Debt, do any one or more of the following: (i) change the
manner, place or terms of payment or extend the time of payment of, or renew or
alter, such Senior Debt, or otherwise amend or supplement in any manner such
Senior Debt or any instrument evidencing the same or any agreement under which
such Senior Debt is outstanding; (ii) sell, exchange, release or otherwise deal
with any property pledged, mortgaged or otherwise securing such Senior Debt;
(iii) release any Person liable in any manner for the collection of such Senior
Debt; and (iv) exercise or refrain from exercising any rights against the
Company, as the case may be, and any other Person.

                                   ARTICLE XV

                                  MISCELLANEOUS

SECTION 15.1. Acknowledgement of Rights.

            The Company acknowledges that, with respect to any Securities held
by an ONB Trust or a trustee of such Trust, if the Property Trustee of such ONB
Trust fails to enforce its rights under this Indenture as the Holder of the
series of Securities held as the assets of such ONB Trust, any holder of Capital
Securities of such ONB Trust may institute legal proceedings directly against
the Company to enforce such Property Trustee's rights under this Indenture
without first instituting any legal proceedings against such Property Trustee or
any other person or entity.

            Notwithstanding the foregoing, if a Default has occurred and is
continuing and such event is attributable to the failure of the Company to pay
interest or principal on the applicable series of Securities on the date such
interest or principal is otherwise payable (or in the case of redemption, on the
redemption date), the Company acknowledges that a holder of Capital Securities
issued by the ONB Trust which is, or the Property Trustee of which is, the
Holder of such Securities may directly institute a proceeding for enforcement of
payment to such holder of the principal of or interest on the applicable series
of Securities having a principal amount equal to the aggregate liquidation
amount of the Capital Securities of such holder (a "Direct Action") on or after
the respective due dates specified in the applicable series of Securities.
Notwithstanding any payments made to such holder of Capital Securities by the

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Company in connection with a Direct Action, the Company shall remain obligated
to pay the principal of or interest on the series of Securities held by an ONB
Trust or the Property Trustee of an ONB Trust, and the Company shall be
subrogated to the rights of the holder of such Capital Securities to the extent
of any payments made by the Company to such holder in any Direct Action.

                                     * * * *

            This instrument may be executed in any number of counterparts, each
of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.

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            IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, [and their respective corporate seals to be hereunto affixed]
and attested, all as of the day and year first above written.

                                              OLD NATIONAL BANCORP

                                              By:_______________________________
                                                  Name:
                                                  Title:

Attest:

   ___________________________
   Name:
   Title:

                                              J. P. MORGAN TRUST COMPANY,
                                              NATIONAL ASSOCIATION,
                                              As Trustee

                                              By________________________________
                                                 Name:
                                                 Title:

Attest:

   ___________________________
   Name:
   Title:

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