(EFFECTIVE AS OF JANUARY 1, 2005)
    The purpose of the Old National Bancorp Short-term Incentive Compensation
Plan ("Plan") is to advance the interests of Old National Bancorp and its
subsidiaries (collectively, the "Company") by providing an annual incentive
bonus to be paid to certain employees of the Company based on the achievement of
pre-established quantitative performance goals. The Plan is a performance-based
compensation plan as defined in Internal Revenue Code Section 162(m) of the
Internal Revenue Service of 1986 as amended ("Code") and payments under the Plan
are intended to qualify for tax deductibility under Section 162(m).
    The Plan shall be administered by the Compensation and Management
Development Committee ("Committee") of the Board of Directors of the Company
("Board"), which is composed solely of two (2) or more members of the Board that
are outside directors, as that term is defined in Section 162(m) of the Code or
regulations promulgated thereunder. The Committee shall have the authority to
grant awards under the Plan to eligible persons specified in Section 3.1 below.
Except as limited by the express provisions of the Plan or by resolutions
adopted by the Board, the Committee also shall have the authority and discretion
to interpret the Plan, to establish and revise rules and regulations relating to
the Plan, and to make any other determinations that it believes necessary or
advisable for administration of the Plan.
    3.1 Eligible Participants
    This Plan is applicable to any salaried employee of the Company, or any of
its subsidiaries, who is selected for participation in the Plan by the Committee
("Eligible Participants").
    3.2. Award Criteria
    Prior to March 31 of each year for which an award ("Performance Award") is
payable hereunder, the Committee shall establish the performance factors
("Performance Measures") applicable to the award for that year and the objective
criteria pursuant to which the bonus for that year is to be payable
("Performance Targets"). The Committee must also establish prior to March 31 of
each year for which an Performance Award is payable, an objective formula for
computing the Performance Award based on the Performance Measures and
Performance Targets, as determined by the Committee. The Committee shall have
sole discretion to determine the Company Performance Measures applicable to the
Performance Award, and the method of Performance Award calculation. Performance
Measures may be based on any of the following factors, alone or in combination,
as the Committee deems appropriate: (i) return on assets; (ii) return on equity;
(iii) total shareholder return; (iv) operating income; (v) earnings per share;
(vi) total risk adjusted revenue; (vii) credit quality; (viii) productivity;
(ix) customer satisfaction; (x) customer attention; (xi) associate satisfaction;
or (xii) such other measures as the Committee deems appropriate.
    The Committee shall have the sole discretion to determine and establish more
stringent Performance Measures for senior management of the Company including,
but not limited to, the Company's performance and/or ranking as compared to the
Company's peer group, as defined by the Committee.
    The Committee may establish a minimum level of performance in order for
Performance Awards to be paid under the Plan. In addition, Performance Targets
may include a maximum and target level of performance with the size of
Performance Awards based on the level attained. Once established, Performance
Targets and
Performance Measures shall not be changed during the Plan year defined as the
fiscal year of the Company ("Performance Period"); provided, however, that the
Committee may eliminate or decrease the amount of a Performance Award otherwise
payable to a participant.
    3.3 Payment of Awards
    As soon as practicable after the Company's audited financial statements are
available for the Performance Period in which the incentive compensation will be
paid, the Committee shall determine the Company's performance in relation to the
Performance Targets for that Performance Period. In performing such evaluation,
the Committee is authorized to make adjustments in the method of calculating
attainment of performance objectives as follows (i) to exclude the dilutive
effects of acquisitions or joint ventures; (ii) to assume that any business
divested by the Company achieved performance objectives at targeted levels
during the balance of a Performance Period following such divestiture; (iii) to
exclude restructuring and/or other nonrecurring charges; (iv) to exclude the
effects of changes to generally accepted accounting standards required by the
Financial Accounting Standards Board; (v) to exclude the effects to any
statutory adjustments to corporate tax; (vi) to exclude the impact of any
"extraordinary items" as determined under generally accepted accounting
principles; (vii) to exclude the effect of any change in the outstanding shares
of common stock of the Company by reason of any stock dividend or split, stock
repurchase, reorganization, recapitalization, merger, consolidation, spin-off,
combination or exchange of shares or other similar corporate change, or any
distributions to common shareholders other than regular cash dividends; and
(viii) to exclude any other unusual, non-recurring gain or loss or other
extraordinary item. The Committee, in making the discretionary adjustments
described herein, may not exercise such discretion if the result of the same is
to increase the amount of compensation payable that would otherwise be due upon
the attainment of the Performance Targets for that Performance Period. The
Committee shall certify in writing the extent to which Performance Targets were
    Performance Awards shall be paid in cash within three months of the fiscal
year or as soon as practicable thereafter. Federal, state and local taxes will
be withheld as appropriate.
    3.4 Termination of Employment
    To receive a Performance Award, the participant must be employed by the
Company on the last day of the fiscal year. If a participant terminates
employment before such date by reason of death, disability or retirement, a
payout based on the period of employment during the year may be distributed if
approved by the Chief Executive Officer. Participants employed on the last day
of the year, but not for the entire year, shall receive a payout prorated for
that part of the year for which they were participants. If the participant is
deceased at the time of Performance Award payment, the payment shall be made to
the recipient's designated representative.
    The Plan is effective as of January 1, 2005, subject to the approval by the
Company's shareholders at the Company's 2005 Annual Meeting of Shareholders, and
shall remain in effect until such time as it shall be terminated by the Board of
Directors of the Company. Performance Awards may not be paid prior to
shareholder approval of the Plan.
    5.1 Amendment and Termination
    The Committee may amend, suspend or terminate the Plan at any time in its
sole and absolute discretion. Any amendment or termination of the Plan, however,
shall not affect the right of a participant to receive any earned but unpaid
Performance Award. The Committee may amend the Plan without shareholder
approval, unless such approval is necessary to comply with applicable laws,
including provisions of the Securities Exchange Act of 1934 or the Code.
However, termination shall not affect any awards previously granted under the
    5.2 Section 162(m) Compliance
    It is the intent of the Company that awards made pursuant to the Plan
constitute "qualified performance-based compensation" satisfying the
requirements of Section 162(m) of the Code. Accordingly, the Plan shall be
interpreted in a manner consistent with 162(m) of the Code. If any provision of
the Plan is intended to but does not comply with, or is inconsistent with, the
requirements of Section 162(m) of the Code, such provision shall be construed or
deemed amended to the extent necessary to conform to and comply with, Section
162(m) of the Code.
    Nothing in this Plan precludes the Company from making additional payments
or special awards to Eligible Participants outside of the Plan that may or may
not qualify as "performance-based" compensation under Section 162(m), provided
that such payment or award does not affect the qualification of any incentive
compensation payable under the Plan as "performance-based" compensation.
    5.3 Employment Rights
    No provision of the Plan nor any action taken by the Committee or the
Company pursuant to the Plan shall give or be construed as giving any Eligible
Participant any right to be retained in the employ of the Company or affect or
limit the right of the Company to terminate such employment.
    5.4 No Limit on Other Awards
    Nothing contained in this Plan shall prohibit the Company or any of its
subsidiaries from establishing other special awards or incentive compensation
plans providing for the payment of incentive compensation to employees of the
Company and its subsidiaries, including any participants.
    5.5 Prohibited or Unenforceable Provisions
    Any provision of the Plan that is prohibited or unenforceable shall be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions of the Plan.
    5.6 Governing Law
    The Plan and all rights and Performance Awards hereunder shall be construed
in accordance with and governed by the laws of the State of Indiana.