EX-10.(g)








2005 EXECUTIVE DEFERRED COMPENSATION PLAN




(Effective as of January 1, 2005)




1




2005 EXECUTIVE 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 “ Compensation”
	 	 	1	 	 	 	 	 	 	 	 	 
	1.6 “ Disabled” or “Disability” 1
	 	 	 	 	 	 	 	 
	1.7 “Discretionary Employer
	 	 	 	 	 	 	 	 
	Contribution”
	 	 	2	 	 	 	 	 	 	 	 	 
	1.8 “ Effective Date”
	 	 	2	 	 	 	 	 	 	 	 	 
	1.9 “Employee”
	 	 	2	 	 	 	 	 	 	 	 	 
	1.10 “Employer”
	 	 	2	 	 	 	 	 	 	 	 	 
	1.11 “Employer Matching Account” 2
	 	 	 	 	 	 	 	 
	1.12 “Individual Account” 2
	 	 	 	 	 	 	 	 
	1.13 “Participant”
	 	 	2	 	 	 	 	 	 	 	 	 
	1.14 “Plan”
	 	 	2	 	 	 	 	 	 	 	 	 
	1.15 “Plan Year”
	 	 	2	 	 	 	 	 	 	 	 	 
	1.16 “Salary Deferral Contributions” 2
	 	 	 	 	 	 	 	 
	1.17 “Stock Ownership and Savings
	 	 	 	 	 	 	 	 
	Plan”
	 	 	2	 	 	 	 	 	 	 	 	 
	1.18 “Subsidiary” or “Subsidiaries” 2
	 	 	 	 	 	 	 	 
	1.19 “Unforeseeable Emergency” 3
	 	 	 	 	 	 	 	 







	 	 	 	 	 
	ARTICLE II            ELIGIBILITY AND PARTICIPATION
	 	 	3	 
	 	 	 	 	 









ARTICLE III    CONTRIBUTIONS AND ALLOCATIONS                                   3
--------------------------------------------

3.1  Participant Salary Deferral
Contributions                                                                  3

3.2  Compensation Deferral Election                                            5

3.3  Employer Contributions                                                    5

3.4 Allocation of Contributions and
Adjustments                                                                    6





ARTICLE IV    INVESTMENT OF CONTRIBUTIONS                                            7
-----------------------------------------

4.1  Investment Options                                           7

4.2  Crediting of Adjustments                                     7

4.3  Notification to Participants                                 7

4.4  Unsecured Contractual Rights                                 7



	 	 	 	 	 	 	 	 	 	 	 	 	 
	ARTICLE V            DISTRIBUTIONS
	 	 	 	 	 	 	8	 
	 
	 	 	 	 	 	 	 	 
	5.1 Time of Payment of Benefits
	 	 	8	 	 	 	 	 
	5.2 Methods of Payment
	 	 	 	 	 	 	8	 	 	 	 	 
	5.3 Beneficiary Designation
	 	 	9	 	 	 	 	 
	5.4 Suspension of Distributions on
	 	 	 	 	 	 	 	 
	Insolvency of Employer
	 	 	 	 	 	 	10	 	 	 	 	 
	5.5 Suspension of Installment
	 	 	 	 	 	 	 	 
	Distributions Upon Reinstatement
	 	 	10	 	 	 	 	 







	 	 	 	 	 	 	 	 	 	 	 	 	 
	ARTICLE VI            PLAN ADMINISTRATION
	 	 	 	 	 	 	10	 
	 
	 	 	 	 	 	 	 	 
	6.1 Appointment of the Committee
	 	 	10	 	 	 	 	 
	6.2 Powers and Responsibilities of the
	 	 	 	 	 	 	 	 
	Committee
	 	 	 	 	 	 	11	 	 	 	 	 
	6.3 Liabilities
	 	 	 	 	 	 	11	 	 	 	 	 
	6.4 Claims and Review Procedure
	 	 	12	 	 	 	 	 









ARTICLE VII    AMENDMENT AND TERMINATION OF THE PLAN                           15
----------------------------------------------------

7.1  Amendment of the Plan                                  15

7.2  Termination of the Plan                                15



	 	 	 	 	 	 	 	 	 	 	 	 	 
	ARTICLE VIII            MISCELLANEOUS
	 	 	 	 	 	 	15	 
	 
	 	 	 	 	 	 	 	 
	8.1 Governing Law
	 	 	 	 	 	 	15	 	 	 	 	 
	8.2 Headings and Gender
	 	 	15	 	 	 	 	 
	8.3 Participant’s Rights; Acquittance
	 	 	15	 	 	 	 	 
	8.4 Spendthrift Clause
	 	 	16	 	 	 	 	 
	8.5 Counterparts
	 	 	 	 	 	 	16	 	 	 	 	 
	8.6 No Enlargement of Employment
	 	 	 	 	 	 	 	 
	Rights
	 	 	 	 	 	 	16	 	 	 	 	 
	8.7 No Guarantee
	 	 	 	 	 	 	16	 	 	 	 	 
	8.8 Limitations on Liability
	 	 	16	 	 	 	 	 
	8.9 Incapacity of Participant or
	 	 	 	 	 	 	 	 
	Beneficiary
	 	 	 	 	 	 	16	 	 	 	 	 
	8.10 Corporate Successors
	 	 	16	 	 	 	 	 







	 	 	 	 	 
	SIGNATURES
	 	 	17	 
	 	 	 	 	 







2




INTRODUCTION




The purpose of this Plan is to permit a select group of management or highly compensated
employees of Old National Bancorp or its Subsidiaries (the “Employer”) to elect to defer
compensation from the Employer or receive contributions from the Employer without regard to the
limitations imposed by the Internal Revenue Code of 1986, as amended, on the benefits which may
accrue to such employees under the Old National Bancorp Employee Stock Ownership and Savings Plan
and the Old National Bancorp Employees’ Retirement Plan. It is the intention of the Employer that
the Plan shall constitute (i) an unfunded arrangement maintained for the purpose of providing
deferred compensation for a select group of management or highly compensated employees for purposes
of Title I of the Employee Retirement Income Security Act of 1974, as amended, and (ii) a plan of
deferred compensation for purposes of Section 409A of such Code.



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 Employer empowered by such Committee to act on its behalf, responsible for administering the
Plan, as described in Section 6.2.



1.5 “Compensation”, for the purposes of this Plan, means the Participant’s Compensation as
defined in and calculated for purposes of the Stock Ownership and Savings Plan for the same
calendar year without regard to any limitations on the amount of such Compensation imposed on such
Stock Ownership and Savings Plan by Code Section 401(a) (17).



1.6 “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. For purposes of this section, a Participant who, by reason of any
medically determinable physical or mental impairment that can be expected to result in death or
last for a continuous period of not less than twelve (12) months, is receiving income replacement
benefits for a period of not less than three (3) months under an accident and health plan sponsored
by the Employer shall be deemed to be Disabled. The Committee shall be the sole and final judge of
Disability, as defined herein, after consideration of such evidence as it may require, including
the reports of such physician or physicians as it may designate.



1.7 “Discretionary Employer Contributions” means contributions made to the Plan by the
Employer for the Plan Year in accordance with the provisions of Section 3.3(b) and allocated to a
Participant’s Individual Account. Although the term “contribution” is used herein for ease of
reference, credits to Participants’ Individual Accounts under the Plan are merely credits to a
bookkeeping account.




1.8 “Effective Date” of the Plan means January 1, 2005.



1.9 “Employee” means any person who is employed by the Employer or by a Subsidiary as a
salaried or commissioned executive employee.




1.10 “Employer” means Old National Bancorp and its Subsidiaries.



1.11 “Employer Matching Contributions” means contributions made to the Plan by the Employer
for the Plan Year in accordance with the provisions of Section 3.3(a) and allocated to a
Participant’s Individual Account. Although the term “contribution” is used herein for ease of
reference, credits to Participants’ Individual Accounts under the Plan are merely credits to a
bookkeeping account.



1.12 “Individual Account” means the individual bookkeeping account maintained for each
Participant in accordance with the terms of the Plan.



1.13 “Participant” means an Employee who is eligible to participate in the Plan pursuant to
the provisions of Article II of the Plan and who has not been declared ineligible to participate in
the Plan by the Compensation Committee of the Board.




1.14 “Plan” means the 2005 Executive Deferred Compensation and amendments thereto.



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



1.16 “Salary Deferral Contributions” means contributions made to the Plan pursuant to Section
3.1 by the Employer, at the election of the Participant, in lieu of cash Compensation, under a
Compensation Deferral Election (as defined in Section 3.2) between the Participant and the
Employer. Although the term “contribution” is used herein for ease of reference, credits to
Participants’ Individual Accounts under the Plan are merely credits to a bookkeeping account.



1.17 “Stock Ownership and Savings Plan” means the Old National Bancorp Employee Stock
Ownership and Savings Plan, as amended from time to time.



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



1.19 “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




An Employee shall be eligible to participate in the Plan for a Plan Year for purposes of
making Salary Deferral Contributions pursuant to Section 3.1 if he or she satisfies, prior to the
beginning of that Plan Year, the eligibility requirements established by the Committee in its sole
and absolute discretion for that Plan Year for purposes of making such contributions to the Plan.



An Employee shall be eligible to participate in the Plan for a Plan Year for purposes of
receiving either Employer Matching Contributions pursuant to Section 3.3 (a) or Discretionary
Employer Contributions pursuant to Section 3.3 (b) if he or she has “Excess Compensation” for such
Plan Year. For purposes of the Plan “Excess Compensation” means Compensation in excess of the
applicable dollar limitation in effect for a Plan Year under Code Section 401(a) (17).



An Employee who becomes eligible to participate in the Plan for a Plan Year shall not
automatically be eligible to participate in the Plan for any subsequent Plan Year. The Committee
shall annually determine the continuing eligibility of an Employee for participation in the Plan
for any subsequent Plan Year following the Plan Year in which the Employee first becomes eligible
to participate in the Plan.



An Employee who has been declared ineligible to participate in the Plan by the Compensation
Committee of the Board shall not become a Participant in the Plan notwithstanding any other
provision of the Plan to the contrary.



ARTICLE III




CONTRIBUTIONS AND ALLOCATIONS





3.1 Participant Salary Deferral Contributions.




	 	(a)	 	Amount of Contribution. Subject to the limitations set
forth in subsection (b) of this Section 3.1, the Employer shall credit, as
Salary Deferral Contributions on behalf of each Participant (excluding a
Limited Participant) under the Plan for the Plan Year, such percentage of such
Participant’s Compensation as may be elected by the Participant prior to the
beginning of each Plan Year on a form provided by the Committee for this
purpose. In the case of the first Plan Year in which an Employee becomes a
Participant, however, the foregoing election may be made no later than thirty
(30) days after the date the Employee is initially eligible to participate in
the Plan, with respect to services to be performed after the date of the
election, and such election shall commence with respect to Compensation paid
for the first payroll period which begins after the effective date of the
election. Such deferral percentage shall remain in effect for each Plan Year
thereafter until or unless another deferral percentage is elected by the
Participant prior to the beginning of a subsequent Plan Year on a form provided
by the Committee for this purpose.






	 	(b)	 	Limit on Contributions. The amount of a Participant’s
Compensation that may be subject to Salary Deferral Contributions for a Plan
Year may not exceed twenty-five percent (25%) of such Participant’s
Compensation for such Plan Year. It is noted that pursuant to subsection (d),
for any Plan Year, a Participant (excluding a Limited Participant) may defer up
to seventy-five percent (75%) of any annual bonus under the Old National
Executive Short Term Incentive Plans (“Short Term Incentive Plans”). As a
result, the twenty-five percent (25%) of Compensation limitation on Salary
Deferral Contributions shall be calculated by the Committee without regard to
any bonus or other form of payment under the Short Term Incentive Plans.






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






	 	(d)	 	Deferral of Bonuses under Short Term Incentive Plans.
In addition to the Salary Deferral Contributions described in subsection (a)
and notwithstanding the limitations on the amount of Salary Deferral
Contributions imposed by subsection (b), for each Plan Year the Employer shall
also credit, as a Salary Deferral Contribution, such whole percentage, not to
exceed seventy-five percent (75%), of a Participant’s annual bonus under the
Short Term Incentive Plans as may be elected by the Participant (excluding a
Limited Participant). The Participant must specify the whole percentage, not
to exceed seventy-five percent (75%), of the annual bonus to be treated as a
Salary Deferral Contribution, including any changes to such percentage, no
later than December 31 of the Plan Year prior to the Plan Year during which the
services are to be performed with respect to which such bonus is based. In the
event the Participant fails to specify the foregoing percentage prior to
December 31 of any Plan Year the percentage for the following Plan Year shall
be deemed to be zero percent (0%). All Salary Deferral Contributions under
this subsection (d) shall be made on a Bonus Deferral Election prescribed by
the Committee for this purpose, which election form may be either separate from
or a component of the Compensation Deferral Election described in Section 3.2.
That portion of a bonus which is treated as a Salary Deferral Contribution for
a Plan Year shall be credited to a Participant’s Individual Account as of the
time prescribed for the payment of annual bonuses under the Short Term
Incentive Plans.





3.2 Compensation Deferral Election. As a condition to the Employer’s obligation to
credit Salary Deferral Contributions for the benefit of a Participant pursuant to Section 3.1, the
Participant must execute a Compensation Deferral Election with the Employer, on such forms as shall
be prescribed by the Committee for this purpose, in which it is requested that the Employer
withhold payment of 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 Employer prior to the first day of the Plan Year
in which are to be performed the services 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 upon written application by a Participant 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 the Stock Ownership and Savings Plan. An
unforeseeable emergency shall not include the need to send the Participant’s child to college or
the desire to purchase a home. The foregoing provisions of this paragraph shall also apply to
bonuses under the Short Term Incentive Plans which are the subject of a Bonus Deferral Election.
Any waiver of a bonus deferral must be made by the Committee prior to the time the bonus to which
the Bonus Deferral Election relates is payable.




3.3 Employer Contributions.




	 	(a)	 	Matching Contributions. The Employer shall make
Employer Matching Contributions under the Plan for a Plan Year to the
Individual Account of each Employee who is eligible for same for such Plan Year
under the applicable provisions of Article II. The amount of such Employer
Matching Contribution for a Participant for a Plan Year shall be equal to (A)
minus (B), where: (A) is the sum of (i) the amount of the elective salary
deferral contributions made by the Participant for the Plan Year to the Stock
Ownership and Savings Plan, if any, plus (ii) the amount of the Salary Deferral
Contributions made by the Participant for the Plan Year to the Plan, if any,
such sum in no event to exceed four percent (4%) of the Participant’s
Compensation for the Plan Year, without limitation under Code Section
401(a)(17); and (B) is the amount of the Employer’s matching contribution made
to the Stock Ownership and Savings Plan for the Plan Year on behalf of the
Participant, if any. Notwithstanding any provision of the Plan to the
contrary, an otherwise eligible Participant shall not receive an allocation
under the Plan of an Employer Matching Contribution for a Plan Year in the
event that for such Plan Year he or she made no elective salary deferral
contributions to the Stock Ownership and Savings Plan and no Salary Deferral
Contributions to the Plan.






	 	(b)	 	Discretionary Employer Contributions. In addition to
any Employer Matching Contributions made to the Plan under subsection (a), the
Employer may, but shall not be required to, make Discretionary Employer
Contributions under the Plan for a Plan Year to the Individual Account of each
Employee who is eligible for same for such Plan Year under the applicable
provisions of Article II. The amount of such Discretionary Employer
Contribution for a Participant for a Plan Year shall be the amount of the
Employer’s discretionary or profit sharing contribution to the Stock Ownership
and Savings Plan on behalf of the Participant, if any, which could not be
allocated to the Participant’s individual account under that plan due to the
Participant’s Excess Compensation for the Plan Year.






	 	(c)	 	Timing of Contributions. Employer Matching and
Discretionary Employer Contributions made for the benefit of a Participant for
any Plan Year shall be credited to a Participant’s Individual Account at the
same time(s) as matching and discretionary employer contributions,
respectively, are allocated to Participants’ accounts under the Stock Ownership
and Savings Plan.






3.4 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 amounts allocable to each Participant’s
Individual Account pursuant to this Article III.






	 	(b)	 	Determinations of Adjustments. In addition to the
contribution allocations made pursuant to Sections 3.1 and 3.3, 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 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. 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.



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 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 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 Bonus Deferral Election
under Section 3.1 or 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 Employer 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 Employer 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 Employer.



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
while actively employed, (ii) the date on which the Committee makes a determination that the
Participant is Disabled; (iii) the occurrence of an Unforeseeable Emergency; (iv) to the extent
provided by the Secretary of Treasury and provided that the Plan is not continued as described in
Section 8.10, a change in the ownership or effective control of the Employer or in the ownership of
a substantial portion of the assets of the Employer; or (v) the Participant’s separation from
service as determined by the Secretary of Treasury. For purposes of the preceding distributable
event (v), in the case of a “key employee” [as defined in Code Section 416(i)] of the Employer,
distributions may not be made earlier than six (6) months after the date of separation from
service. For purposes of the preceding distributable event (iii), 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 of
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 or bonus
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 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
separation from service or a change in the ownership or effective control of
the Employer or in the ownership of a substantial portion of the Employer’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,
determined 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 determined 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 Designated 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, 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 Employer. The Employer shall cease
the payments of benefits to Participants and their beneficiaries if the Employer is Insolvent. For
purposes of the Plan, the Employer 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 Employer shall hold the assets of the Plan, if any, for the benefit of the
Employer’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 Employer with respect
to benefits due under the Plan or otherwise. The Employer 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 Employer
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 salaried
executive Employee of the Employer who is receiving annual installments pursuant to Section 5.2(b)
is re-employed as a salaried executive Employee of the Employer and designated by the Committee as
an eligible Participant in the Plan pursuant to Article II upon such re-employment, 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 Employer empowered by the Committee to act on its behalf, shall be
responsible for administering the Plan, and the Committee 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 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 Employer or the
legal counsel of the Employer.






	 	(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)	 	Delegation. The Committee may authorize one or more
officers of the Employer to perform administrative responsibilities on its
behalf under the Plan. Any such duly authorized officer shall have all powers
necessary to carry out the administrative duties delegated to such officer by
the Committee.





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




6.4 Claims and Review Procedure.




	 	(a)	 	Procedures Governing 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 termination
of a Participant’s employment or after the Committee’s 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 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 Employer 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 Employer 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 have any right or
interest in or to the Employer’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 Employment Rights. Nothing contained in the Plan shall be
construed as a contract of employment between the Employer and any person, nor shall the Plan be
deemed to give any person the rights to be retained in the employ of the Employer or limit the
right of the Employer to employ or discharge any person with or without cause, or to discipline any
Employee.



8.7 No Guarantee. Neither the Committee nor the Employer 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 Employer or the Committee if the Employer’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 Employer, the Committee and each individual acting as an employee or agent of any
of them shall be liable to any Participant, Employee 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 Employer
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
Employer and the Plan therefor.



8.10 Corporate Successors. The Plan shall not be automatically terminated by a
transfer or sale of assets of the Employer or by the merger or consolidation of the Employer 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 executive employees 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 Employer in connection with the Transaction.



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SIGNATURES




IN WITNESS WHEREOF, the Employer has caused this 2005 Executive 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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