EX-10.(c)








2005 DIRECTORS DEFERRED COMPENSATION PLAN




1




(Effective as of January 1, 2005)

2005 DIRECTORS DEFERRED COMPENSATION PLAN




TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	INTRODUCTION
	 	 	 	 	 	 	1	 
	 	 	 	 	 	 	 	 	 







	 	 	 	 	 
	ARTICLE 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”
	 	 	1	 
	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	 
	1.15 “Unforeseeable Emergency”
	 	 	2	 







	 	 	 	 	 
	ARTICLE II            ELIGIBILITY AND PARTICIPATION
	 	 	2	 
	 	 	 	 	 







	 	 	 	 	 
	ARTICLE III            CONTRIBUTIONS AND ALLOCATIONS
	 	 	3	 
	 	 	 	 	 







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







	 	 	 	 	 
	ARTICLE IV            INVESTMENT OF CONTRIBUTIONS
	 	 	4	 
	 	 	 	 	 







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







	 	 	 	 	 
	ARTICLE V            DISTRIBUTIONS
	 	 	5	 
	 	 	 	 	 







	 	 	 	 	 
	5.1 Time of Payment of Benefits
	 	 	5	 
	5.2 Methods of Payment
	 	 	6	 
	5.3 Beneficiary Designation
	 	 	7	 
	5.4 Suspension of Distributions on Insolvency of Company
	 	 	8	 
	5.5 Suspension of Installment Distributions Upon Reinstatement
	 	 	8	 







	 	 	 	 	 
	ARTICLE VI            PLAN ADMINISTRATION
	 	 	8	 
	 	 	 	 	 







	 	 	 	 	 
	6.1 Appointment of the Committee
	 	 	8	 
	6.2 Powers and Responsibilities of the Committee
	 	 	8	 
	6.3 Liabilities
	 	 	9	 
	6.4 Claims and Review Procedures
	 	 	9	 







	 	 	 	 	 
	ARTICLE VII            AMENDMENT AND TERMINATION OF THE PLAN
	 	 	13	 
	 	 	 	 	 







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







	 	 	 	 	 
	ARTICLE VIII            MISCELLANEOUS
	 	 	13	 
	 	 	 	 	 







	 	 	 	 	 
	8.1 Governing Law
	 	 	13	 
	8.2 Headings and Gender
	 	 	13	 
	8.3 Participant’s Rights; Acquittance
	 	 	13	 
	8.4 Spendthrift Clause
	 	 	13	 
	8.5 Counterparts
	 	 	13	 
	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
	 	 	14	 







	 	 	 	 	 
	SIGNATURES
	 	 	15	 
	 	 	 	 	 







2




INTRODUCTION




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 federal income tax purposes under Section 409A of 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” means the net increases and decreases in the 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 Old National Bancorp or a
Subsidiary; and (ii) is serving as a member of the board of directors of either Old National
Bancorp, Old National Bank or a Subsidiary.



1.8 “Disabled” or “Disability” means the inability of a Participant to engage in any
substantial gainful activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last for a continuous period of not
less than twelve (12) months. 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, 2005.



1.10 “Individual Account” means the individual bookkeeping 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, in lieu of cash or shares of Company stock paid by
the Company directly to the Director, at the election of the Participant pursuant to a Compensation
Deferral Election (as defined in Section 3.2), 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 2005 Directors Deferred Compensation Plan and amendments thereto.



1.13 “Plan Year” means the twelve (12) month period beginning January 1 and ending 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 Old National Bancorp or by another
corporation qualifying as a Subsidiary within this definition.



1.15 “Unforeseeable Emergency” means a severe financial hardship to the Participant resulting
from a sudden and unexpected illness or accident of the Participant, the Participant’s spouse, or a
dependent [as defined in Code Section 152(a)] of the Participant, loss of the Participant’s
property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as
a result of events beyond the control of the Participant. The Committee shall be the sole and
final judge of Unforeseeable Emergency, as defined herein, after consideration of such evidence as
it may require, including the financial statements and records of the Participant



ARTICLE II




ELIGIBILITY AND PARTICIPATION




A Director is automatically eligible for participation in the Plan upon becoming a Director.
Participation will commence as of the date such Director enters into a Compensation Deferral
Election pursuant to Section 3.2.



ARTICLE III




3






CONTRIBUTIONS AND ALLOCATIONS





3.1 Participant Deferral Contributions.




	 	(a)	 	Amount of Contributions. 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. In the case of a Participant’s initial year of
participation under the Plan the Participant may elect, no later than thirty
(30) days after the date that the Participant initially becomes eligible, to
commence compensation deferral contributions (in one of the foregoing
percentages) with respect to services to be performed after the date of the
election. Such deferral percentage shall remain in effect throughout the Plan
Year and for each Plan Year thereafter until another deferral percentage
(either 25%, 50%, 75% or 100%) is elected by the Participant prior to the
beginning of a subsequent 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 amount of a
Participant’s Compensation that may be subject to Participant deferral
contributions for a Plan Year is one hundred percent (100%) of such
Participant’s Compensation for such Plan Year.






	 	(c)	 	Timing of Contributions. Compensation deferral
contributions for the benefit of a Participant for any Plan Year shall be made
to the Plan by the Company as soon as administratively feasible following the
date as of which such amounts would otherwise have been paid to the
Participant.





3.2 Compensation Deferral Election. 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 Election on such forms as shall be
prescribed by the Committee in which it is requested that the Company withhold payment of all or a
portion of the Participant’s Compensation, as elected by the Participant, and credit such withheld
amount to the Participant’s Individual Account at the times set forth in the Plan. Except as
otherwise provided in Section 3.1(a) with respect to a Participant’s initial year of participation
under the Plan, the Compensation Deferral Election for any Plan Year must be executed and delivered
by the Participant to the Company prior to the first day of the Plan Year to which the Compensation
Deferral Election relates.



The Participant’s election to defer a portion of his or her Compensation for a Plan Year, once
made, shall be irrevocable for such year, 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 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 or her 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 or
she 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 Contributions and Adjustments.




	 	(a)	 	Individual Account. The Committee shall establish and
maintain on behalf of each Participant a bookkeeping account, to be known as
the Individual Account, to which the Committee shall credit as soon as
administratively feasible all Compensation deferral contributions allocable to
each Participant’s Individual Account pursuant to this Article III.






	 	(b)	 	Determination of Adjustments. In addition to the
allocations of Compensation deferral contributions made pursuant to Section
3.1, the Committee shall determine the Adjustments allocable to the Individual
Account during the applicable Plan Year pursuant to Section 4.2.






	 	(c)	 	Allocation of Adjustments. All Adjustments
attributable to an Individual Account shall be allocated daily except for
hypothetical investment credits attributable to the Index Fund (described in
Section 4.1), which shall be accrued on a daily basis but allocated as of the
last day of each calendar month.





ARTICLE IV




INVESTMENT OF CONTRIBUTIONS




4.1 Investment Options. (a) Except as otherwise provided in paragraph (b) of this
section, a Participant may elect, on an electronic or manual investment election platform provided
by the Committee for this purpose, to hypothetically invest his or her Individual Account, in whole
percentages not to exceed one hundred percent (100%), in one or both of the following options: (i)
a Company Stock Fund; or (ii) an Index Fund. An investment election, once made, shall remain in
effect until superseded by a subsequent investment election made by the Participant. Any investment
election may be prospectively changed by a superseding investment election as of any day during the
Plan Year. Except as otherwise provided in paragraph (b), in the absence of an initial investment
election, Individual Accounts shall automatically be deemed invested in the Index Fund. For
purposes of this Section 4.1, the Company Stock Fund is a hypothetical investment account which
purchases only common stock of Old National Bancorp; and the Index Fund is a hypothetical
investment account with a rate of return based on a recognized market index, as determined by the
Committee in its sole and absolute discretion prior to each Plan Year. The Committee, in its sole
and absolute discretion, may determine the rate of return of the hypothetical Index Fund 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 rate of return in effect for a Plan Year.



(b) If a Participant defers all or any portion of his or her Compensation consisting of
retainer fees paid in the form of shares of Company stock, the amount deferred shall not be subject
to any initial investment election under paragraph (a) of this section but shall automatically be
deemed initially invested in the hypothetical Company Stock Fund. Thereafter the Participant may
prospectively re-invest such amount in either the hypothetical Company Stock Fund or the
hypothetical Index Fund pursuant to a subsequent investment election made by the Participant at any
time pursuant to paragraph (a) of this section.



4.2 Crediting of Adjustments. On a daily basis the Individual Account of each
Participant shall be credited with the sum of: (1) the balance credited to such Account as of the
end of the preceding day; (2) the Compensation deferral contributions to be allocated that day to
such Account; (3) the distributions from such Account, if any, on that day; and (4) the
hypothetical investment credits under Section 4.1 attributable to the Company Stock Fund, including
stock dividends and splits, allocable to such Account. On a monthly basis, as of the last day of
the calendar month, the Individual Account of each Participant shall be credited with the
hypothetical investment credits under Section 4.1 attributable to the Index Fund allocable to such
Account.



4.3 Notification to Participants. For each Plan Year, as soon as administratively
feasible, and in no event later than the due date of the Participant’s Compensation Deferral
Election under Section 3.2 for such Plan Year, the Committee shall notify each Participant of the
recognized market index selected for such Plan year by the Committee for purposes of the
hypothetical Index Fund 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; (iv) the date on which the
Participant attains age seventy (70) years; (v) the occurrence of an Unforeseeable Emergency; or
(vi) to the extent provided by the Secretary of Treasury and provided the Plan is not continued as
described in Section 8.10, a change in the ownership or effective control of the Company or in the
ownership of a substantial portion of the assets of the Company. For purposes of the preceding
distributable event (v), as determined under Treasury regulations, the amounts distributed with
respect to an emergency may not exceed the amounts necessary to satisfy such emergency plus amounts
necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into
account the extent to which such hardship is or may be relieved through reimbursement or
compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent
the liquidation of such assets would not itself cause severe financial hardship to the
Participant).



5.2 Methods of Payment. A Participant’s Individual Account shall be distributed in
cash only 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)	 	A Participant’s election of the form in which his benefits
hereunder shall be distributed must be made by delivering a Benefit Election
Form to the Committee at the time of his or her initial compensation deferral
election under the Plan If the Participant does not elect a form of
distribution, or such election is not properly made, the Participant’s
Individual Account balance 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 delivering a new Benefit Election Form to the Committee;
provided, however, that: (i) any subsequent Benefit Election Form may not take
effect until at least twelve (12) months after the date on which the election
is made; (ii) in the case of a subsequent election related to the Participant’s
ceasing to be a director or a change in the ownership or effective control of
the Company or in the ownership of a substantial portion of the Company’s
assets, the first payment with respect to which such election is made must be
deferred for a period of not less than five (5) years from the date such
payment would otherwise have been made; and (iii) no subsequent Benefit
Election Form may be made less than twelve (12) months prior to the date of the
first regularly scheduled payment under the Plan.






	 	(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 as
of the end of the preceding Plan Year 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,
as of the end of the preceding Plan Year, 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 Beneficiary Designation. 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. 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 or her benefits under the Plan shall be paid:
(i) to his or her surviving spouse; (ii) if there is no surviving spouse, to his or her 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. 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 the Participant
has incurred a distributable event as defined in Section 5.1, or after receipt
by the Committee 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
Committee.






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 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 future
contributions under the Plan 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 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. 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 2005 Directors Deferred Compensation Plan to
be executed by its duly authorized officers this 10th day of December, 2004, but
effective as of January 1, 2005.




OLD NATIONAL BANCORP




By: /s/ Allen R. Mounts



ATTEST:



By: /s/ G. Michael Ledbetter




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