EX-10.(bh)



 Exhibit 10(bh) 
 OLD NATIONAL BANCORP 
 AMENDED AND RESTATED 2008 INCENTIVE COMPENSATION

 PLAN PERFORMANCE SHARE AWARD AGREEMENT 
 This Award Agreement (“Agreement”) is entered into as of January 24, 2013 (“Grant Date”), by and between Old National Bancorp, an Indiana corporation (“Company”),
and                    , an officer or employee of the Company or one of its Affiliates (“Participant”). 

Background 
 A. The Company adopted the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan (“Plan”) to further the growth and financial success of the Company and its Affiliates by
aligning the interests of participating officers and key employees (“participants”) more closely with those of the Company’s shareholders, providing participants with an additional incentive for excellent individual performance, and
promoting teamwork among participants. 
 B. The Company believes that the goals of the Plan can be achieved by granting
Performance Shares to eligible officers and other key employees. 
 C. The Compensation and Management Development Committee of
the Board has determined that a grant of Performance Shares to the Participant, as provided in this Award Agreement, is in the best interests of the Company and its Affiliates and furthers the purposes of the Plan. 

D. The Participant wishes to accept the Company’s grant of Performance Shares, subject to the terms and conditions of this Award
Agreement, the Plan and the Company’s Stock Ownership Guidelines. 
 Agreement 

In consideration of the premises and the mutual covenants herein contained, the Company and the Participant agree as follows: 

1. Defined Terms. For purposes of this Agreement, if the first letter of a word (or each word in a term) is capitalized, the term
shall have the meaning provided in this Agreement, or if such term is not defined by this Agreement, the meaning specified in the Plan. 
 (a) “Adjusted Share Distribution” means, with respect to a Performance Share, a number of whole and fractional Shares equal to the sum of the Unadjusted Share Distribution and the Dividend
Adjustment. 
 (b) “Appendix A” means Appendix A to this Agreement, which is hereby incorporated herein and made a part
hereof. Appendix A describes the performance factor and goals with respect to the Internal Performance Shares. 







 (c) “Appendix B” means Appendix B to this Agreement, which is hereby incorporated
herein and made a part hereof. Appendix B describes the performance factor and goals with respect to the Relative Performance Shares. 
 (d) “Dividend Adjustment” means, with respect to a Performance Share, a number of whole and fractional Shares, determined as provided in Section 6, which is added to the Unadjusted Share
Distribution to reflect dividend payments during the Performance Period on the Shares included in the Unadjusted Share Distribution. 
 (e) “Internal Performance Share” means a contingent right awarded pursuant to this Agreement for distribution of a Share upon attainment of the Performance Goals as set forth in Appendix A.

 (f) “Maximum Performance” means the Performance Goal achievement required for the maximum permissible distribution
with respect to an Internal Performance Share, as set out in Appendix A, or a Relative Performance Share, as set out in Appendix B. 
 (g) “Minimum Performance” means the minimum Performance Goal achievement required for any distribution to be made with respect to an Internal Performance Share, as set out in Appendix A, or a
Relative Performance Share, as set out in Appendix B. 
 (h) “Performance Goal” means a financial target on which the
distribution with respect to a Performance Share is based, as set out in either Appendix A or Appendix B. 
 (i)
“Performance Period” means the Performance Period specified in either Appendix A or Appendix B. 
 (j)
“Performance Share” means a contingent right awarded pursuant to this Agreement for distribution of a Share upon attainment of the Performance Goals as set forth in either Appendix A or Appendix B. 

(k) “Relative Performance Share” means a contingent right awarded pursuant to this Agreement for distribution of a Share upon
attainment of the Performance Goals as set forth in Appendix B. 
 (l) “Section” refers to a Section of this Agreement.

 (m) “Target Performance” means the Performance Goal achievement required for the targeted distribution with respect
to an Internal Performance Share, as set out in Appendix A, or a Relative Performance Share, as set out in Appendix B. If Target Performance is achieved but not exceeded for all Performance Goals, the Unadjusted Share Distribution with respect to a
Performance Share is one share of the Company’s voting common stock (“Share”). 
 (n) “Unadjusted Share
Distribution” means, with respect to a Performance Share, the total number of Shares to be distributed to the Participant, before adding the Dividend Adjustment or subtracting required tax withholding. 

  
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 2. Incorporation of Plan Terms. All provisions of the Plan, including definitions (to
the extent that a different definition is not provided in this Agreement), are incorporated herein and expressly made a part of this Agreement by reference. The Participant hereby acknowledges that he or she has received a copy of the Plan.

 3. Award of Performance Shares. The Committee has awarded the
Participant            (    ) Internal Performance Shares and            (    ) Relative
Performance Shares, effective as of the Grant Date, subject to the terms and conditions of the Plan and this Agreement. 
 4.
Contingent Distribution on Account of Performance Shares. 
 (a) Except as provided in Section 5, no distribution
shall be made with respect to any Internal Performance Share or Relative Performance Share, unless (i) the respective Minimum Performance is achieved or exceeded in accordance with the Performance Goal set out in the applicable Appendix, and
(ii) the Participant (A) is continually employed by the Company and/or an Affiliate at all times from the award of the Performance Shares until the date on which Shares are distributed pursuant to Subsection (c) below; provided,
however, the Committee may, in its discretion, waive the continuous employment requirement in this clause (ii), or (B) Terminates Service during the Performance Period on account of his death, Disability, or Retirement. 

(b) All distributions on account of a Performance Share shall be made in the form of Shares. The Unadjusted Share Distribution with
respect to a Performance Share, if any, is dependent on the Company’s achievement of the Performance Goals, as specified in Appendix A and Appendix B. By way of example, if Target Performance for the Performance Period is achieved but not
exceeded with respect to each Performance Goal, the Unadjusted Share Distribution shall consist of one share of the Company’s voting common stock (“Share”). The number of Shares distributed on account of a Performance Share shall be
increased by the Dividend Adjustment to determine the Adjusted Share Distribution and reduced by applicable tax withholding as provided in Section 10. If, after reduction for tax withholding, the Participant is entitled to a fractional Share,
the net number of Shares distributed to the Participant shall be rounded down to the next whole number of Shares. 
 (c) Except
as expressly provided in Section 5, the Company shall distribute the Adjusted Share Distribution, reduced to reflect tax withholding, not later than March 15th of the calendar year following the year in which the Performance Period ends.

 (d) Notwithstanding any other provision of this Agreement, the Committee may, in its sole discretion, reduce the number of
Shares that may be distributed as determined pursuant to the Adjusted Share Distribution calculation set forth above. The preceding sentence shall not apply to a distribution made pursuant to Section 5. 

(e) If a Participant Terminates Service during the Performance Period on account of Participant’s Disability or Retirement,
Participant’s Performance Shares shall remain outstanding as if Participant had not Terminated Service, and payments with respect to such Performance Shares shall be made at the same time and subject to the same performance requirements as
payments that are made to Participants who did not incur a Termination of Service during the applicable Perforamcne Period. 

  
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 (f) If a Participant Terminates Service due to death during the Performance Period, the
performance requirements with respect to the Participant’s Performance Shares shall lapse, and the Participant’s Beneficiary shall, on the date of such Termination of Service, be fully entitled to payment under such Performance Shares as
if targeted performance had been achieved and the Performance Period ended on the date of the Participant’s death, and such payments shall be made within sixty (60) days after the Participant’s death. 

5. Change in Control. If a Change in Control occurs during the Performance Period, and the Participant has been continually
employed by the Company and/or an Affiliate from the Grant Date until the day preceding the Change in Control date, the Company shall distribute to the Participant on the Change in Control date or within thirty days thereafter the number of Shares
actually earned through the date of the Change in Control (pro-rated for the portion of the Performance period served through the date of the Change in Control), increased by the Dividend Adjustment, that would have been paid to the Participant
pursuant to Section 4, if (i) the Participant had satisfied the employment requirement of Subsection 4(a), and (ii) the Performance Period ended on the Change in Control date with earned Performance Shares to be calculated based on
actual Company performance relative to the Performance Goals as of the Change in Control date. In determining the number of Shares to be distributed to the Participant pursuant to this Section, no Dividend Adjustment shall be made on account of
anticipated dividends after the Change in Control date. The Committee, in its sole discretion, may elect for the Company to pay the Participant, in lieu of distributing Shares, the cash equivalent of the Shares to be distributed to the Participant
pursuant to this Section. Upon such cash payment or distribution of Shares, the Company’s obligations with respect to the Performance Shares shall end. 
 6. Dividend Adjustment. Except as otherwise provided for in this Agreement, a Dividend Adjustment shall be added to the Unadjusted Share Distribution. The Dividend Adjustment shall be a number of
Shares equal to the number of Shares that would have resulted, if each dividend paid during the Performance Period on the Shares included in the Unadjusted Share Distribution had been immediately reinvested in Shares. 

7. Performance Goals. The applicable Performance Goals, the weight given to each Performance Goal, and the Minimum Performance,
Target Performance, and Maximum Performance are set out in Appendix A and Appendix B. 
 8. Participant’s
Representations. The Participant agrees, upon request by the Company and before the distribution of Shares with respect to the Performance Shares, to provide written investment representations as reasonably requested by the Company. The
Participant also agrees that, if he or she is a member of the Company’s Executive Leadership Group at the time the Shares are distributed, and if at that time he or she has not satisfied the Company’s Stock Ownership guidelines, the
Participant will continue to hold the Shares received in the Distribution, net of any shares withheld for taxes, until such time as the Participant has satisfied the Company’s Stock Ownership requirement. 

  
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 9. Income and Employment Tax Withholding. All required federal, state, city, and
local income and employment taxes that arise on account of the Performance Shares shall be satisfied through the withholding of Shares otherwise distributable pursuant to this Agreement. 

10. Nontransferability. The Participant’s interest in the Performance Shares or any distribution with respect to such Shares
may not be (i) sold, transferred, assigned, margined, encumbered, bequeathed, gifted, alienated, hypothecated, pledged, or otherwise disposed of, whether by operation of law, whether voluntarily or involuntarily or otherwise, other than by will
or by the laws of descent and distribution, or (ii) subject to execution, attachment, or similar process. Any attempted or purported transfer in contravention of this Section shall be null and void ab initio and of no force or effect
whatsoever. 
 11. Indemnity. The Participant hereby agrees to indemnify and hold harmless the Company and its Affiliates
(and their respective directors, officers and employees), and the Committee, from and against any and all losses, claims, damages, liabilities and expenses based upon or arising out of the incorrectness or alleged incorrectness of any representation
made by Participant to the Company or any failure on the part of the Participant to perform any agreements contained herein. The Participant hereby further agrees to release and hold harmless the Company and its Affiliates (and their respective
directors, officers and employees) from and against any tax liability, including without limitation, interest and penalties, incurred by the Participant in connection with his or her participation in the Plan. 

12. Changes in Shares. In the event of any change in the Shares, as described in Section 4.04 of the Plan, the Committee,
consistent with the principles set out in such Section, will make appropriate adjustment or substitution in the number of Performance Shares, so that the contingent economic value of a Performance Share remains substantially the same. The
Committee’s determination in this respect will be final and binding upon all parties. 
 13. Effect of Headings. The
descriptive headings used in this Agreement are inserted for convenience and identification only and do not constitute a part of this Agreement for purposes of interpretation. 
 14. Controlling Laws. Except to the extent superseded by the laws of the United States, the laws of the State of Indiana, without reference to the choice of law principles thereof, shall be
controlling in all matters relating to this Agreement. 
 15. Counterparts. This Agreement may be executed in two
(2) or more counterparts, each of which will be deemed an original, but all of which collectively will constitute one and the same instrument. 
 16. Recoupment/Clawback. Any grant of Performance Shares under this Agreement or any other award granted or paid to the Participant under the Company’s Amended and Restated 2008 Incentive
Compensation Plan, whether in the form of stock options, stock appreciation rights, restricted stock, performance units, performance shares, stock or cash, is subject to recoupment or “clawback” by the Company in accordance with the
Company’s Bonus Recoupment/Clawback Policy, as may be amended from time to time. This Section, “Recoupment/Clawback,” shall survive termination of this Agreement. 

  
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 IN WITNESS WHEREOF, the Company, by its officer thereunder duly authorized, and the
Participant, have caused this Performance Share Award Agreement to be executed as of the day and year first above written. 
  

							
	PARTICIPANT	  		  		  	
				
	Accepted by:	  	  
	  	Date:	  	  

				
	Printed Name:	  	  
	  		  	

  

			
	OLD NATIONAL BANCORP
		
	By:	 	  

		 	Kendra L. Vanzo
		 	Executive Vice President—Chief Human Resources Officer
		 	Old National Bancorp


  
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 APPENDIX A TO 2013 PERFORMANCE AWARD AGREEMENT (Internal Performance Factors)

 Grant Date: January 24, 2013 
 Performance Shares Awarded: See Section 3 of the Agreement 
 Performance
Period: January 1, 2013, through December 31, 2015 
 Internal Factors for Determining Amount Payable Pursuant to Performance
Award 
 The number of Shares payable on account of a Performance Share (before any Dividend Adjustment or tax withholding)
will be based on the result of the following performance factor (“Performance Factor”) during the Performance Period: 
  

	 	•	 	 Earnings Per Share (EPS) Compound Annual Growth Rate (CAGR) 


 Definitions Related to Internal Performance Factors 
 Earnings Per Share
(EPS): Earnings Per Share is defined as GAAP EPS, as reported in the Company’s Form 10-K for the fiscal year excluding, however, extraordinary items and non-recurring charges, both as determined under GAAP, recognized during the fiscal year
ending December 31, 2012 (base period) and December 31, 2015 (ending period) and also excluding the impact of any merger and integration charges associated with any transaction(s) that close in 2015. 

Compound Annual Growth Rate (CAGR): The compound annual growth rate is the year- over-year growth rate of EPS over a three year
period of time. The compound annual growth rate is calculated by taking the nth root of the total percentage growth rate, where n is the number of years in the period being considered. The formula is as follows: 

CAGR = (ending period EPS/base period EPS)(1/# of years) - 1 
 Performance Weighting Fraction 
 “Performance Weighting Fraction”
means the relative importance of each performance measure in evaluating performance and determining the number of Shares to be distributed (before any Dividend Adjustment or tax withholding) with respect to each Performance Share. The following
weight has been assigned to the performance factor: 
  

	
	 EPS

CAGR

	 100%



  
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 Calculation of Performance 

For the Performance Factor, the performance level will be determined at the end of the Performance Period. The performance level will
then be multiplied by the Performance Weighting Fraction, resulting in the Company’s Performance Level. The table below shows the percentage of Shares to be issued with respect to each Performance Share (before any Dividend Adjustment or tax
withholding) at various performance levels: 
 PERFORMANCE BASED RESTRICTED STOCK UNITS 

Performance Period—2013 to 2015 
 Performance Range Schedule 
  

													
	 BaseLine = >
	  				 				 	$	0.95	  
	 Performance Weight = >
	  				 				 	 	100	% 
	 Performance Range
	  	EPS—Fully
Diluted (3yr
CAGR)	 	 	Percentage of
Target	 	 	Percent of
Incentive Earned	 
	 MAXIMUM
	  	 	8.00	% 	 	 	133.3	% 	 	 	150	% 
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 
		  	 	7.80	% 	 	 	130.0	% 	 	 	145	% 
		  	 	7.60	% 	 	 	126.7	% 	 	 	140	% 
		  	 	7.40	% 	 	 	123.3	% 	 	 	135	% 
		  	 	7.20	% 	 	 	120.0	% 	 	 	130	% 
		  	 	7.00	% 	 	 	116.7	% 	 	 	125	% 
		  	 	6.80	% 	 	 	113.3	% 	 	 	120	% 
		  	 	6.60	% 	 	 	110.0	% 	 	 	115	% 
		  	 	6.40	% 	 	 	106.7	% 	 	 	110	% 
		  	 	6.20	% 	 	 	103.3	% 	 	 	105	% 
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 TARGET
	  	 	6.00	% 	 	 	100.0	% 	 	 	100	% 
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 
		  	 	5.87	% 	 	 	97.8	% 	 	 	95	% 
		  	 	5.73	% 	 	 	95.6	% 	 	 	90	% 
		  	 	5.60	% 	 	 	93.3	% 	 	 	85	% 
		  	 	5.47	% 	 	 	91.1	% 	 	 	80	% 
		  	 	5.33	% 	 	 	88.9	% 	 	 	75	% 
		  	 	5.20	% 	 	 	86.7	% 	 	 	70	% 
		  	 	5.07	% 	 	 	84.4	% 	 	 	65	% 
		  	 	4.93	% 	 	 	82.2	% 	 	 	60	% 
		  	 	4.80	% 	 	 	80.0	% 	 	 	55	% 
		  	 	4.67	% 	 	 	77.8	% 	 	 	50	% 
		  	 	4.53	% 	 	 	75.6	% 	 	 	45	% 
		  	 	4.40	% 	 	 	73.3	% 	 	 	40	% 
		  	 	4.27	% 	 	 	71.1	% 	 	 	35	% 
		  	 	4.13	% 	 	 	68.9	% 	 	 	30	% 
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 MINIMUM
	  	 	4.00	% 	 	 	66.7	% 	 	 	25	% 
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 

 Example: The following example shows the Unadjusted Share Distribution on account of 1,000
Performance Shares, based on a ending period EPS of $1.11. 
 EPS—Base Period: $0.95 

EPS – Ending Period: $1.11 

  
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 CAGR = (1.11/.95)(1/3) – 1 = .0533 or 5.33% 
  

									
	 	  	2013 –2015
EPS 
CAGR	 	 	Total	 
	 Actual Results
	  	 	5.33	% 	 			
	 Performance Level (a)
	  	 	75	% 	 			
	 Factor Weight (b)
	  	 	100	% 	 			
	 Shares Issued With Respect to the Performance Shares (before Dividend Adjustment or Withholding)
	  				 	 	750	  

 Timing of Award Determination and Distribution 

Once performance results for the Company are known and approved by the auditors, the Compensation Committee will review and approve the
final performance results for the Performance Factor. The Compensation Committee reserves the right to use negative discretion to reduce the amount of any payment. The Shares will be distributed in accordance with the timing set forth in
Section 4(c) of this Agreement. 

  
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 APPENDIX B TO 2013 PERFORMANCE AWARD AGREEMENT 

(Relative Performance Measures) 
 Grant Date: January 24, 2013 
 Performance Shares Awarded: See Section 3 of
the Agreement 
 Performance Period: January 1, 2013, through December 31, 2015 

Relative Factors for Determining Amount Payable Pursuant to Performance Award 

The number of Shares payable on account of a Performance Share (before any Dividend Adjustment or tax withholding) will be based on the
results of the following relative performance factor (“Performance Factor”) during the Performance Period, as measured against the comparator “Peer” group: 
 Total Shareholder Return (TSR). Total Shareholder Return means the three-month average stock price for the period ending December 31, 2012 (“Calculation Period”) compared to the
three-month average stock price for the period ending December 31, 2015 (“Calculation Period”) for the Company and the Peer Group. The three-month average stock price will be determined by averaging the closing stock price of each day
during the three months ending on the applicable December 31, including adjustments for cash and stock dividends. 
 Peer Group. The
“Peer Group” is made up of the following: 
  

					
	 Company Name
	  	Ticker	  	State
	 OLD NATIONAL BANCORP
	  	ONB	  	IN
	 COMMERCE BANCSHARES INC
	  	CBSH	  	MO
	 CULLEN/FROST BANKERS INC
	  	CFR	  	TX
	 VALLEY NATIONAL BANCORP
	  	VLY	  	NJ
	 BANCORPSOUTH INC
	  	BXS	  	MS
	 BANK OF HAWAII CORP
	  	BOH	  	HI
	 WINTRUST FINANCIAL CORP
	  	WTFC	  	IL
	 FIRSTMERIT CORP
	  	FMER	  	OH
	 IBERIABANK CORP
	  	IBKC	  	LA
	 UMB FINANCIAL CORP
	  	UMBF	  	MO
	 TRUSTMARK CORP
	  	TRMK	  	MS
	 PROSPERITY BANCSHARES INC
	  	PB	  	TX
	 FIRST MIDWEST BANCORP INC
	  	FMBI	  	IL
	 FIRST INTERSTATE BANCSYSTEM
	  	FIBK	  	MT
	 SUSQUEHANNA BANCSHARES INC
	  	SUSQ	  	PA
	 MB FINANCIAL INC/MD
	  	MBFI	  	IL
	 UNITED BANKSHARES INC/WV
	  	UBSI	  	WV
	 FIRST COMMONWLTH FINL CP/PA
	  	FCF	  	PA
	 GLACIER BANKCORP INC
	  	GBCI	  	MT
	 F N B CORP/FL
	  	FNB	  	PA
	 RENASANT CORP
	  	RNST	  	MS


  
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	 FULTON FINANCIAL
	  	 	FULT	  	  	 	PA	  
	 PARK NATIONAL CORP
	  	 	PRK	  	  	 	OH	  
	 FIRST FINL BANKCORP INC/OH
	  	 	FFBC	  	  	 	OH	  
	 WESBANCO INC
	  	 	WSBC	  	  	 	WV	  
	 PINNACLE FINL PARTNERS INC
	  	 	PNFP	  	  	 	TN	  
	 1ST SOURCE CORP
	  	 	SRCE	  	  	 	IN	  
	 FIRST MERCHANTS CORP
	  	 	FRME	  	  	 	IN	  
	 BANCFIRST CORP/OK
	  	 	BANF	  	  	 	OK	  
	 CHEMICAL FINANCIAL CORP
	  	 	CHFC	  	  	 	MI	  
	 S & T BANCORP INC
	  	 	STBA	  	  	 	PA	  
	 HEARTLAND FINANCIAL USA INC
	  	 	HTLF	  	  	 	IA	  

 A Peer Group member shall be removed if it is acquired or fails during the Performance Period. 

Calculation of Performance 
 For the Performance Factor: TSR will be calculated for each member of the Peer Group. The Company’s TSR percentile rank in the Peer Group will be utilized to determine the percentage, if any, of the
Shares earned under the Performance Share award. 
 The table below shows the percentage of Shares to be issued with respect to each Performance
Share (before any Dividend Adjustment or tax withholding) at various performance levels: 
  

					
	 Average
 Percentile
Rank vs. Peer
 Group
	  	% of Shares
Earned	 	Performance Level
	 < 25%
	  	0%	 	
	 25%
	  	25%	 	Threshold
	 30%
	  	30%	 	
	 35%
	  	40%	 	
	 40%
	  	55%	 	
	 45%
	  	75%	 	
	 50%
	  	100%	 	Target
	 55%
	  	113%	 	
	 60%
	  	115%	 	
	 65%
	  	120%	 	
	 70%
	  	128%	 	
	 75%
	  	138%	 	
	 80%
	  	150%	 	Maximum


  
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 The percentile rank will be reduced to the next lowest level if the final percentile rank does not equal one
of the levels listed in the above schedule. For example, if the Company’s Percentile Rank is 48%, 0.75% of one Share will be issued with respect to each Performance Share. 
 Award Adjustment 
 The Compensation and Management Development Committee reserves the right
to reduce performance shares (in whole or in part) should the Company’s TSR be negative for the performance period. 
 Timing of Award
Determination and Distribution 
 Once performance results for the Company are known and approved by the auditors, the
Compensation Committee will review and approve the final performance results for the Performance Factor. The Compensation Committee reserves the right to use negative discretion to reduce the amount of any payment. The Shares will be
distributed in accordance with the timing set forth in Section 4(c) of this Agreement. 

  
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