Retirement Agreement between Old National Bancorp and James A. Risinger

Summary

This agreement is between Old National Bancorp and James A. Risinger, who is retiring as Chairman and CEO effective March 31, 2004. The agreement outlines a lump sum retirement payment, continued benefits, vesting of stock options, and transfer of a company vehicle to Mr. Risinger. In return, Mr. Risinger agrees to certain non-solicitation terms for two years after retirement. The agreement also addresses the handling of club memberships and eligibility for retiree medical benefits.

EX-10.C 5 severancerisinger.txt SEVERENCE AGREEMENT FOR RISINGER Exhibit 10 (c) RETIREMENT AGREEMENT THIS RETIREMENT AGREEMENT (the "Agreement") is made, entered into and effective as of the 26th day of February, 2004, by and between Old National Bancorp (including all of its subsidiaries and affiliates) (the "Company") and James A. Risinger (the "Executive"). WHEREAS, the Executive has been employed by the Company in various positions since December 18, 1978, most recently in the capacity of Chairman and Chief Executive Officer of the Company; and WHEREAS, the Executive desires to retire from employment with the Company and receive the benefits provided for in this Agreement; and WHEREAS, the Board of Directors of the Company (the "Board") and the Compensation Committee thereof (the "Committee") have approved this Agreement and authorized its execution and delivery by the appropriate officer of the Company; NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Executive and the Company agree as follows: 1. Termination of Employment; Resignation of Officer and Director Positions. The Executive's employment with the Company will terminate by virtue of Executive's retirement on March 31, 2004 (the "Retirement Date"). Effective on the Retirement Date, the Executive will be relieved of all duties for and responsibilities with the Company. The Executive hereby resigns any and all officer, director and other positions with the Company effective on the Retirement Date. 2. Lump Sum Payment. Following receipt by the Company of the Release contemplated by Section 9 hereof (the "Release") and the expiration of any applicable waiting periods provided therein but in no event sooner than March 31, 2004, the Company will pay $2,243,476 to the Executive in a single sum, in cash or cash equivalent funds. Such payment will be in addition to amounts otherwise owed to the Executive by the Company and is in consideration for the covenants set forth in this Agreement and the Release. Any earned but unpaid portion of the Executive's base salary, at his then-effective annual rate, plus any amounts accrued by the Executive under the Company's accrued vacation program through the Retirement Date will be paid to him on the payroll date that coincides with or immediately follows the Retirement Date. 3. Other Employee Benefits. (a) Except as otherwise provided in this Agreement, as of the Retirement Date, the Executive will be treated as having satisfied the requirements for "retirement" under the employee benefit plans and programs (other than the Company's employee pension and welfare benefit plans, as defined in Section 3 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA Plans")) sponsored by the Company and in which the Executive participates on the Retirement Date. Such plans and programs include, without limitation, the 1999 Equity Incentive Plan of Old National Bancorp and the Old National Bancorp Deferred Compensation Plan. (b) ERISA Plans. Except as otherwise provided in this Agreement, the Executive will be entitled to receive such benefits as are provided under the ERISA Plans, subject to and in accordance with the applicable provisions thereof. (c) Grant of Restricted Stock. By and through this Agreement, the Board and Committee hereby grant to the Executive 29,000 shares of restricted stock for the "performance period" beginning January 1, 2004 and ended December 31, 2006. Such grant is (i) made under the Company's 1999 Equity Incentive Plan, and (ii) intended to make up the benefits the Executive would have received under the Company's tax-qualified plans for the plan year ended December 31, 2003 were it not for the limits imposed thereon by the Internal Revenue Code of 1986, as amended. Such grant is subject to the execution and delivery by the Company and the Executive of a restricted stock agreement. Such agreement will (A) be presented by the Company to the Executive as soon as administratively practicable following the establishment by the Committee of the performance goals for the 2004-2006 performance period (which is anticipated by the Company to occur in June, 2004), (B) contain substantially the same terms and conditions as the restricted stock agreements between the Company and other executives with respect to the 2004-2006 performance period, and (C) not require the forfeiture of the shares of restricted stock on the basis of the Executive's retirement or his execution and delivery of this Agreement. (d) Rescission of 2004 Option and Restricted Stock Grants. The Executive understands, acknowledges and agrees that the grants to him of options and restricted shares under the Company's 2004 long-term incentive plan will be rescinded by the Board and/or the Committee and that he will have no rights to receive any benefits in connection therewith. (e) Full Vesting of Stock Options. By virtue of the Executive's retirement, effective as of the Retirement Date the Executive shall become fully vested with respect to all options to acquire stock in the Company heretofore granted to Executive. Such options, which are identified as Options Numbered 00002852, 00003127, 00003302, and 00003624, respectively, entitle the Executive to acquire 574,328 shares of the common capital stock of the Company to and including the expiration dates in respect of such options, at the per share prices established at the time of the grants of such options, as the number of shares and prices in respect thereof may be adjusted from time to time based upon the Company's declaration and payment of stock dividends and/or stock splits. The Company from time to time shall provide the Executive with such summaries pertaining to the Executive's options as the Executive reasonably may request. (f) Retiree Medical Benefits. By virtue of the Executive's retirement, the Executive shall be eligible to participate in the Company's Retiree Medical Insurance Plan, subject to and in accordance with the applicable provisions thereof. The Executive shall make his election to participate in such insurance plan in the manner and at the time or times required by such insurance plan. (g) Company Vehicle. The Executive has been assigned a company-owned vehicle in accordance with the Company's vehicle policy. On the Retirement Date, the Company will transfer legal title to the company vehicle to the Executive for no consideration. 2 (h) Country Club and/or Private Club Membership. If the Executive has a personal Club membership, of which monthly dues are normally paid by the Company, the Company's responsibility for monthly club dues will cease at the end of the month in which the Retirement Date occurs. Individual memberships held in the Executive's name shall continue to be held as private memberships in the Executive's name. Corporate memberships will be retained by the Company. 4. Non-Solicitation. The Executive agrees that for a period of two (2) years following the Retirement Date, the Executive shall not, directly or indirectly individually or jointly, (i) solicit in any manner, seek to obtain or service, or accept the business of any party which is a customer of the Company as of the date of the Agreement, for banking, trust, insurance and investment services of the type handled by the Company, (ii) solicit in any manner, seek to obtain or service, or accept the business of any party which was a prospective customer of the Company for banking, trust, insurance and investment services of the type handled by the Company, (iii) request or advise any customers or suppliers of the Company to terminate, reduce, limit or change their business or relationship with the Company, or (iv) induce, request or attempt to influence any employee of the Company to terminate his or her employment with the Company. For purposes of this Agreement, the term "customer" shall mean a person or entity who is a customer of the Company at the time of the Executive's termination of employment or with whom the Executive had direct contact on behalf of the Company at any time during the period of the Executive's employment with the Company. The term "prospective customer" shall mean a person or entity who was the direct target of sales or marketing activity by the Executive or whom the Executive knew was a target of the Company during the one (1) year period preceding the Retirement Date. 5. Covenant Not to Compete or be Employed by Competitors. The Executive hereby understands and acknowledges that, by virtue of his position with the Company, he obtained advantageous familiarity and personal contacts with the Company's customers, wherever located, and the business operations and affairs of the Company. For a period of two (2) years following the Retirement Date, the Executive shall not, directly or indirectly: (i) as owner, officer, director, stockholder, investor, proprietor, organizer, or otherwise, engage in the same trade or business as the Company, or in a trade or business competitive with that of the Company; provided, however that the Executive is not restricted by this Section 5 from owning less than five percent (5%) of the outstanding securities of any class of any entity that are listed on a national securities exchange or trade in the over-the-counter market; or (ii) as employee, agent, representative, consultant, independent contractor, or otherwise, perform services for or render assistance to or use or permit the Executive's name to be used in connection with any other business, partnership, proprietorship, firm, or competitive entity, organization, or corporation, which services or assistance are related to, or competitive with, the same trade, business, products, or services as those of the Company; or (iii) offer to provide employment (whether such employment is with the Executive or any other business or enterprise), either on a full-time or part-time or consulting basis, to any person 3 who then currently is, or who within one (1) year prior to such offer or provision of employment has been, an employee of the Company. The restrictions contained in this Section 5 on the activities of the Executive are limited to the following geographic areas: a fifty (50) mile radius from the following cities: Evansville, Terre Haute, Indianapolis and Muncie in the State of Indiana; Louisville and Owensboro in the State of Kentucky; Danville and Carbondale in the State of Illinois; St. Louis in the State of Missouri; and Clarksville in the State of Tennessee. As of the date hereof, the Company engages in the business of banking, trust, insurance and investment services. 6. Confidential Information. (a) The Executive agrees (i) that all Confidential Information is confidential and is the property of the Company, (ii) not to disclose or give possession of any Confidential Information to any person except authorized representatives of the Company, (iii) not to directly or indirectly use any Confidential Information (A) to compete against the Company, or (B) for the Executive's own benefit or for the benefit of any person other than the Company, and (iv) to promptly return to the Company at the Company's main office, all Confidential Information and other property of the Company, including but not limited to, computers, computer disks, electronic data without regard to the means of storage, credit cards, identification cards, badges, keys, and any other physical or personal property belonging to the Company, and any copies, duplicates, reproductions or excerpts of any of the foregoing, even if down loaded or copied to the Executive's personal computer, personal data assistant or other mechanism used for storing information. This Section 6 shall not preclude the Executive from disclosure or use of information known generally in the public domain other than through a breach of this Agreement or from disclosure required by law or court order. (b) The Executive understands, acknowledges and agrees that, during the course of his employment with the Company, he gained as a key employee of the Company, substantial information regarding and competitive knowledge of and familiarity with Confidential Information of the Company and that if the Confidential Information were disclosed or the Executive engaged in competition against the Company, the Company would suffer irreparable damage and injury. The Confidential Information derives substantial economic value, among other reasons, from not being known or readily ascertainable by proper means by others who could obtain economic value from its disclosure. The Executive acknowledges and agrees that the Company uses reasonable means to maintain the secrecy of the Confidential Information. (c) For purposes of this Agreement, the term "Confidential Information" means any and all (i) materials, records, data, documents, writings and information (whether printed, computerized, on disk or otherwise) relating or referring in any manner to the business, operations, affairs, policies, strategies, techniques, products, product developments or customers of the Company which are not generally known or available to the business, trade or industry of the Company or individuals who work therein or which are not otherwise in the public domain, in either case not through a breach of this Agreement, and (ii) trade secrets of the Company (as defined in Indiana Code 24-2-3-2, as amended, or any successor statute). 7. Remedies. The Executive agrees that the Company will suffer irreparable damage and injury and will not have an adequate remedy at law in the event of any breach by the Executive of any provision of the Restrictive 4 Covenants (as defined below in Section 8 hereof). Accordingly, in the event of a breach or of a threatened or attempted breach by the Executive of the Restrictive Covenants, in addition to all other remedies to which the Company is entitled under law, in equity, or otherwise, the Company shall be entitled to seek injunctive relief and no bond or other security shall be required in that connection. The Executive acknowledges and agrees that the Executive can obtain other engagements or employment of a kind and nature similar to that performed for the Company and that the issuance of an injunction to enforce the provisions of the Restrictive Covenants will not prevent the Executive from earning a livelihood. The Restrictive Covenants are essential terms and conditions to the Company entering into this Agreement, and shall be construed as independent of any other provision in this Agreement, or any other agreement between the Executive and the Company. The existence of any claim or cause of action the Executive has against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the Restrictive Covenants. 8. Periods of Noncompliance and Reasonableness of Periods. The restrictions and covenants contained in Sections 4 and 5 hereof (the "Restrictive Covenants") shall be deemed not to run during all periods of noncompliance, the intention of the parties hereto being to have such restrictions and covenants apply for the full periods specified in Sections 4 and 5 hereof following the Retirement Date. The Company and the Executive acknowledge and agree that the restrictions and covenants contained in Sections 4 and 5 hereof are reasonable in view of the nature of the business in which the Company is engaged and the Executive's advantageous knowledge of and familiarity with the business, operations, affairs and customers of the Company. Notwithstanding anything contained herein to the contrary, if the scope of any restriction or covenant contained in Sections 4 and 5 hereof is found by a court of competent jurisdiction to be too broad to permit enforcement of such restriction or covenant to its full extent, then such restriction or covenant shall be enforced to the maximum extent permitted by law. 9. Release. (a) For and in consideration of the foregoing covenants, promises and lump sum payment made and to be made by the Company, and the performance of such covenants and promises, and the payment of such lump sum amount, the sufficiency of which is hereby acknowledged, the Executive agrees to provide a release to the Company in the form attached hereto as Exhibit A. (b) The Executive agrees that the fact and the terms of this Agreement shall be strictly confidential and that the Executive shall not divulge, directly or indirectly, explicitly or implicitly, the fact or terms of this Agreement to any person other than the Executive's spouse, attorney(s) and tax advisor(s) or as otherwise required by law. The Executive further agrees that for purposes of this Section 9, the Executive's spouse, attorney(s) and tax advisor(s) are the Executive's agents and that a breach of these terms of confidentiality by them, or any of them, shall constitute a breach by the Executive. (c) The "Company and its agents," as used in this Agreement, means the Company, its subsidiaries, affiliated, or related corporations or associations, their predecessors, successors and assigns, and the directors, officers, managers, supervisors, employees, representatives, servants, agents and 5 attorneys of the entities above described, and all persons acting, through, under or in concert with any of them. 10. No Reliance. The Executive represents and acknowledges that in executing this Agreement, he does not rely and has not relied upon any representation or statement by the Company and its agents, other than the statements which are contained within this Agreement. 11. No Admissions. This Agreement shall not in any way be construed as an admission by the Company and its agents of any acts of discrimination or other improper conduct whatsoever against the Executive or any other person, and the Company specifically disclaims any liability to or discrimination against the Executive or any other person on the part of itself, its employees or its agents. 12. Miscellaneous. (a) Further Assurances. Each of the parties hereto shall do, execute, acknowledge, and deliver or cause to be done, executed, acknowledged, and delivered at any time and from time to time upon the request of any other parties hereto, all such further acts, documents, and instruments as may be reasonably required to effect any of the transactions contemplated by this Agreement. Additionally, the Executive shall make the appropriate Principal Executive Officer certifications in the Company's Form 10-K for the year ended 2003. (b) Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that neither party hereto may assign this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, this Agreement may be assigned, without the prior consent of the Executive to a successor of the Company (and the Executive hereby consents to the assignment of the Restrictive Covenants under this Agreement to a purchaser of all or substantially all of the assets of the Company or a transferee, by merger or otherwise, of all or substantially all of the businesses and assets of the Company) and, upon the Executive's death, this Agreement shall inure to the benefit of and be enforceable by the Executive's executors, administrators, representatives, heirs, distributees, devisees, and legatees and all amounts payable hereunder shall be paid to such persons or the estate of the Executive. (c) Waiver; Amendment. No provision or obligation of this Agreement may be waived or discharged unless such waiver or discharge is agreed to in writing and signed by the Company and the Executive. The waiver by any party hereto of a breach of or noncompliance with any provision of this Agreement shall not operate or be construed as a continuing waiver or a waiver of any other or subsequent breach or noncompliance hereunder. Except as expressly provided otherwise herein, this Agreement may be amended, modified, or supplemented only by a written agreement executed by the Company and the Executive. (d) Headings. The headings in this Agreement have been inserted solely for ease of reference and shall not be considered in the interpretation, construction, or enforcement of this Agreement. (e) Severability. All provisions of this Agreement are severable from one another, and the unenforceability or invalidity of any provision of this Agreement shall not affect the validity or enforceability of the remaining provisions of this Agreement; provided, however, that should any judicial body interpreting this Agreement deem any provision to be unreasonably broad in time, 6 territory, scope, or otherwise, the parties intend for the judicial body, to the greatest extent possible, to reduce the breadth of the provision to the maximum legally allowable parameters rather than deeming such provision totally unenforceable or invalid. (f) Notice. Any notice, request, instruction, or other document to be given hereunder to any party shall be in writing and delivered by hand, telegram, facsimile transmission, registered or certified United States mail, return receipt requested, or other form of receipted delivery, with all expenses of delivery prepaid, as follows: If to the Executive: If to the Company: James A. Risinger Old National Bancorp 411 Sandalwood Drive Post Office Box 718 Evansville, Indiana 47715 Evansville, Indiana 47705 ATTENTION: General Counsel (g) No Counterparts. This Agreement may not be executed in counterparts. (h) Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, without reference to the choice of law principles or rules thereof. The parties hereto irrevocably consent to the jurisdiction and venue of the state court for the State of Indiana located in Evansville, Indiana, or the Federal District Court for the Southern District of Indiana, Evansville Division, located in Vanderburgh County, Indiana, and agree that all actions, proceedings, litigation, disputes or claims relating to or arising out of this Agreement shall be brought and tried only in such courts. EACH OF THE PARTIES WAIVES ANY RIGHTS IT MAY HAVE TO BRING A CAUSE OF ACTION IN ANY COURT OR IN ANY PROCEEDING INVOLVING A JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW. (i) Entire Agreement. This Agreement constitutes the entire and sole agreement between the Company and the Executive with respect to the Executive's retirement and there are no other agreements or understanding either written or oral with respect thereto. The parties agree that the (i) Change in Control Agreement dated January 1, 2004, by and between the Executive and the Company, together with its predecessor agreement and (ii) the Severance Agreement dated January 1, 1996, by and between the Executive and the Company, will be terminated effective as of the Retirement Date and of no further force or effect. (j) Construction. The rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement. Whenever in this Agreement a singular word is used, it also shall include the plural wherever required by the context and vice-versa. All reference to the masculine, feminine, or neuter genders shall include any other gender, as the context requires. (k) Attorneys' Fees. The prevailing party shall be entitled to reasonable costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements) in connection with any legal action to interpret or enforce any provision of this Agreement or for any breach of this Agreement. 7 (l) Review and Consultation. The Company and the Executive hereby acknowledge and agree that each (i) has read this Agreement in its entirety prior to executing it, (ii) understands the provisions and effects of this Agreement, (iii) has consulted with such attorneys, accountants, and financial and other advisors as it or he has deemed appropriate in connection with their respective execution of this Agreement, and (iv) has executed this Agreement voluntarily. THE EXECUTIVE HEREBY UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT THIS AGREEMENT HAS BEEN PREPARED BY KRIEG DEVAULT LLP, COUNSEL TO THE COMPANY, AND THAT HE HAS NOT RECEIVED ANY ADVICE, COUNSEL, OR RECOMMENDATION WITH RESPECT TO THIS AGREEMENT FROM THE COMPANY OR SUCH COUNSEL. (m) Taxes and Other Amounts. All taxes (other than the Company's portion of employment taxes) on the lump sum payment specified in Section 2 hereof and all other amounts payable to the Executive hereunder and under the Company's ERISA Plans and other benefit plans and programs will be paid by the Executive. The Company will be entitled to withhold from such payments and benefits (i) applicable income, employment and other taxes required to be withheld therefrom; (ii) amounts authorized by the Executive; and (iii) other required or appropriate and customary amounts. IN WITNESS WHEREOF, the Company, by its officer thereunder duly authorized, and the Executive, have entered into, executed and delivered this Agreement as of the day and year first above written. EXECUTIVE /s/ James A. Risinger ------------------------------------------------- James A. Risinger OLD NATIONAL BANCORP By: /s/ Allen R. Mounts -------------------------------------------- Printed: Allen R. Mounts --------------------------------------- Title: SVP - Director of Human Resources ---------------------------------------- 8 EXHIBIT A --------- NOTICE Various local, state, and federal laws prohibit employment discrimination based on age, sex, race, color, national origin, religion, handicap, or veteran status. These laws are enforced through the Equal Employment Opportunity Commission (EEOC), the U.S. Department of Labor, the Indiana Civil Rights Commission, and/or any other similar state entity, agency or commission. If you feel that your decision to enter into the attached Release of All Claims was coerced or is discriminatory, you are encouraged to speak with Allen Mounts (812 ###-###-####) or other appropriate Old National Bancorp officials. You should also discuss the language of this Release of All Claims with a lawyer of your own choosing. In any event, you should thoroughly review and understand the effect of this Release of All Claims before acting on it; therefore, please take this Release of All Claims home and review it. You may take up to twenty-one (21) days before signing this Release of All Claims. This Release of All Claims was presented to James A. Risinger on _________________, 2004; he has until ___________________, 2004 to consider this Release. Acknowledged by ________________________ ________________ James A. Risinger Date ____________________________________________________________ cc: James A. Risinger - Personnel File Old National Bancorp - c/o Allen Mounts A-1 RELEASE OF ALL CLAIMS --------------------- FOR GOOD AND VALUABLE CONSIDERATION, including the payment to the Executive of certain retirement and retirement-related benefits, the Executive hereby makes this Release of All Claims in favor of Old National Bancorp (including all subsidiaries and affiliates) (the "Company") and its agents, as set forth herein. 1. The Executive releases, waives and discharges the Company and its agents (as defined below) from all rights and claims arising out of the Executive's employment relationship with the Company that are known or might be known on the date of the execution of this Release, including but not limited to, discrimination claims based on age, race, sex, religion, national origin, disability, veterans status or any other claim of employment discrimination including claims arising under The Civil Rights Act of 1866, 42 U.S.C. Section 1981; Title VII of the Civil Rights Act of 1964; the Americans with Disabilities Act; the Age Discrimination in Employment Act of 1967; the Federal Rehabilitation Act of 1973; the Older Workers' Benefits Protection Act; the Employee Retirement Income Security Act of 1974; the Indiana Civil Rights Act, the Indiana Wage Payment and Wage Claims Acts, any Federal or State wage and hour laws and all other similar Federal or State statutes; and any and all tort or contract claims, including, but not limited to, breach of contract, breach of good faith and fair dealing, infliction of emotional distress or wrongful termination or discharge. 2. The Executive further acknowledges that the Company has advised the Executive to consult with an attorney of the Executive's own choosing and that he has had ample time and adequate opportunity to thoroughly discuss all aspects of this Release with legal counsel prior to executing this Release. 3. The Executive agrees that the Executive is signing this Release of his own free will and is not signing under duress or undue influence. 4. The Executive acknowledges that the Executive has been given a period of twenty-one (21) days to review and consider a draft of this Release in substantially the form of the copy now being executed, and has carefully considered the terms of this Release. The Executive understands that the Executive may use as much or all of the twenty-one (21) day period as the Executive wishes prior to signing, and the Executive has done so. 5. The Executive has been advised and understands that the Executive may revoke this Release within seven (7) days after acceptance. ANY REVOCATION MUST BE IN WRITING AND HAND-DELIVERED TO: Old National Bancorp Attn: General Counsel 420 Main Street Evansville, Indiana 47708 NO LATER THAN BY CLOSE OF BUSINESS ON THE SEVENTH (7TH) DAY FOLLOWING THE DATE OF EXECUTION OF THIS RELEASE. A-2 6. The "Company and its agents," as used in this Release, means the Company, its subsidiaries, affiliated, or related corporations or associations, their predecessors, successors and assigns, and the directors, officers, managers, supervisors, employees, representatives, servants, agents and attorneys of the entities above described, and all persons acting, through, under or in concert with any of them. 7. The Executive agrees to speak well of and refrain from voicing any criticism of the Company and its agents. The Company agrees to refrain from providing any information to third parties, other than confirming dates of employment and job title, unless the Executive gives the Company written authorization to release other information or as otherwise required by law. With respect to the Company, this restriction pertains only to official communications made by the Company's directors and/or officers and not to unauthorized communications by the Company's employees or agent. This restriction will not bar the Company from disclosing the Release as a defense or bar to any claim made by the Executive in derogation of this Release. PLEASE READ CAREFULLY BEFORE SIGNING. THIS RELEASE CONTAINS A RELEASE AND DISCHARGE OF ALL KNOWN AND UNKNOWN CLAIMS AGAINST THE COMPANY AND ITS AGENTS EXCEPT THOSE RELATING TO THE ENFORCEMENT OF THIS RELEASE OR THOSE ARISING AFTER THE EFFECTIVE DATE OF THIS RELEASE. EXECUTIVE /s/ James A. Risinger ----------------------------------------- James A. Risinger Date: February 26, 2004 ----------------------------------- OLD NATIONAL BANCORP By: /s/ Allen R. Mounts ----------------------------------------- Printed: Allen R. Mounts ----------------------------------------- Title: SVP - Director of Human Resources ----------------------------------------- Date: February 26, 2004 ----------------------------------------- A-3