0001193125-12-080700 Sample Contracts

AMENDED SEVERANCE/CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • February 27th, 2012 • Old National Bancorp /In/ • National commercial banks • Indiana

THIS SEVERANCE/CHANGE OF CONTROL AGREEMENT by and between Old National Bancorp, an Indiana corporation (“Company”) and Jeffrey L. Knight (“Executive”), EVP, Chief Legal Counsel, was made and entered into, originally effective January 1, 2008, was amended effective as of January 1, 2009, to make certain clarifications under Section 409A of the Internal Revenue Code and is further amended effective January 1, 2011 (“Agreement”).

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OLD NATIONAL BANCORP
Performance Share Award Agreement • February 27th, 2012 • Old National Bancorp /In/ • National commercial banks

This Award Agreement (“Agreement”) is entered into as of January 26, 2012 (“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”).

OLD NATIONAL BANCORP
Performance Share Award Agreement • February 27th, 2012 • Old National Bancorp /In/ • National commercial banks

This Award Agreement (“Agreement”) is entered into as of January 26, 2012 (“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”).

OLD NATIONAL BANCORP RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • February 27th, 2012 • Old National Bancorp /In/ • National commercial banks

THIS AWARD AGREEMENT (the “Agreement”), made and executed as of January 26, 2012 (the “Grant Date”), between Old National Bancorp, an Indiana corporation (the “Company”), and , an officer or employee of the Company or one of its Affiliates (the “Participant”).

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