0000950137-08-014374 Sample Contracts

December 12, 2008 Via Hand Delivery [Senior Executive Officer Name and Address] Dear [Senior Executive Officer],
Incentive Compensation Agreement • December 12th, 2008 • Old National Bancorp /In/ • National commercial banks

Old National Bancorp (the “Company”) anticipates entering into a Securities Purchase Agreement (the “Investment Agreement”), with the United States Department of Treasury (the “Treasury”) that provides for the Company’s participation in the Treasury’s TARP Capital Purchase Program (the “CPP”). If the Company does not participate or ceases at any time to participate in the CPP, this letter shall be of no further force and effect.

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