EX-10.(a)








DEFERRED COMPENSATION PLAN




FOR DIRECTORS OF




OLD NATIONAL BANCORP AND SUBSIDIARIES




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




1




DEFERRED COMPENSATION PLAN

FOR DIRECTORS OF

OLD NATIONAL BANCORP AND SUBSIDIARIES




TABLE OF CONTENTS




	 	 	 
	ARTICLE

	 	PAGE
	 

	 	 







	 	 	 	 	 
	INTRODUCTION
	 	 	1	 







	 	 	 	 	 
	I            DEFINITIONS
	 	 	1	 







	 	 	 	 	 
	1.1 “Adjustment”
	 	 	1	 
	1.2 “Board”
	 	 	1	 
	1.3 “Code
	 	 	1	 
	1.4 “Committee”
	 	 	1	 
	1.5 “Company”
	 	 	1	 
	1.6 “Compensation”
	 	 	1	 
	1.7 “Director”
	 	 	2	 
	1.8 “Disabled” or “Disability”
	 	 	2	 
	1.9 “Effective Date”
	 	 	2	 
	1.10 “Individual Account”
	 	 	2	 
	1.11 “Participant”
	 	 	2	 
	1.12 “Plan”
	 	 	2	 
	1.13 “Plan Year”
	 	 	2	 
	1.14 “Subsidiary” or “Subsidiaries”
	 	 	2	 







	 	 	 	 	 
	II            ELIGIBILITY AND PARTICIPATION
	 	 	2	 







	 	 	 	 	 
	III            CONTRIBUTIONS AND ALLOCATIONS
	 	 	3	 







	 	 	 	 	 
	3.1 Participant Deferral Contributions
	 	 	3	 
	3.2 Compensation Deferral Agreement
	 	 	3	 
	3.3 Allocation of Adjustments
	 	 	4	 







	 	 	 	 	 
	IV            INVESTMENT OF CONTRIBUTIONS
	 	 	4	 







	 	 	 	 	 
	4.1 Investment Credits
	 	 	4	 
	4.2 Crediting of Adjustments
	 	 	5	 
	4.3 Notification to Participants
	 	 	5	 
	4.4 Unsecured Contractual Rights
	 	 	6	 







	 	 	 
	ARTICLE

	 	PAGE
	 

	 	 







	 	 	 	 	 
	V            DISTRIBUTIONS
	 	 	6	 







	 	 	 	 	 
	5.1 Time of Payment of Benefits
	 	 	6	 
	5.2 Methods of Payment
	 	 	6	 
	5.3 Death of the Participant and Beneficiary Designation
	 	 	7	 
	5.4 Suspension of Distributions on Insolvency of Company
	 	 	8	 
	5.5 Suspension of Installment Distributions Upon Reinstatement
	 	 	8	 







	 	 	 	 	 
	VI            PLAN ADMINISTRATION
	 	 	9	 







	 	 	 	 	 
	6.1 Appointment of the Committee
	 	 	9	 
	6.2 Powers and Responsibilities of the Committee
	 	 	9	 
	6.3 Liabilities
	 	 	10	 
	6.4 Claims and Review Procedures
	 	 	10	 







	 	 	 	 	 
	VII            AMENDMENT AND TERMINATION OF THE PLAN
	 	 	13	 







	 	 	 	 	 
	7.1 Amendment of the Plan
	 	 	13	 
	7.2 Termination of the Plan
	 	 	13	 







	 	 	 	 	 
	VIII            MISCELLANEOUS
	 	 	13	 







	 	 	 	 	 
	8.1 Governing Law
	 	 	13	 
	8.2 Headings and Gender
	 	 	14	 
	8.3 Participant’s Rights; Acquittance
	 	 	14	 
	8.4 Spendthrift Clause
	 	 	14	 
	8.5 Counterparts
	 	 	14	 
	8.6 No Enlargement of Director Rights
	 	 	14	 
	8.7 No Guarantee
	 	 	14	 
	8.8 Limitations on Liability
	 	 	14	 
	8.9 Incapacity of Participant or Beneficiary
	 	 	14	 
	8.10 Corporate Successors
	 	 	15	 







	 	 	 	 	 
	SIGNATURES
	 	 	15	 







2




INTRODUCTION




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



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



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



ARTICLE I




DEFINITIONS




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



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




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



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



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




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



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



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



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



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



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



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



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



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



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



ARTICLE II




ELIGIBILITY AND PARTICIPATION




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



ARTICLE III




3






CONTRIBUTIONS AND ALLOCATIONS





3.1 Participant Deferral Contributions.




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






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






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





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



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




3.3 Allocation of Adjustments.




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






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






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





ARTICLE IV




INVESTMENT OF CONTRIBUTIONS





4.1 Investment Credits.




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






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






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





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



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



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



ARTICLE V




DISTRIBUTIONS




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



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




(a) A single lump sum; or




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






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






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






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






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






5.3 Death of the Participant and Beneficiary Designation.




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






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





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




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






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





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



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



ARTICLE VI




PLAN ADMINISTRATION




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




6.2 Powers and Responsibilities of the Committee.




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






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






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






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






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





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




6.4 Claims and Review Procedures.




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






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






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




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




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






(i) The specific reasons for the adverse determination;



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



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



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



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




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






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



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



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




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






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





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




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






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




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






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






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






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





ARTICLE VII




AMENDMENT AND TERMINATION OF THE PLAN




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



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



ARTICLE VIII




MISCELLANEOUS




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



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



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



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



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



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



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



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



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



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



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SIGNATURES




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




OLD NATIONAL BANCORP




By: /s/ G. Michael Ledbetter



ATTEST:



By: /s/ Jane Elfreich




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