Old National Bancorp Outside Director Compensation Program Summary (Effective April 2003)

Summary

Old National Bancorp's Outside Director Compensation Program outlines the pay structure for its non-employee directors. Directors receive annual cash retainers, additional fees for committee chairs and meeting attendance, and semi-annual grants of common stock. The program limits the total shares available for issuance and restricts the maximum shares any one director can receive. The program is effective for ten years from April 2003 and adjusts for stock splits or dividends. These terms ensure fair compensation while maintaining limits on equity awards.

EX-10.H 7 exhibit10dir-comp.htm OLD NATIONAL BANCORP OUTSIDE DIRECTOR COMP PROGRAM Exhibit 10(h)

Exhibit 10(h)

SUMMARY OF OLD NATIONAL BANCORP
OUTSIDE DIRECTOR COMPENSATION

Set forth below is a summary that reflects the compensation payable to all outside directors of Old National Bancorp.

Effective April 2003

Type of Pay

Value

Frequency

Paid

Total


Retainers

All Board Members Committee Chairs	$12,000 2,500	Semi-annual Annual	May/November May	$24,000 2,500
All Board Members Committee Chairs	$12,000 2,500	Semi-annual Annual	May/November May	$24,000 2,500

Committee Meetings

Audit All others	1,500 1,000	Per meeting Per meeting	Quarterly Quarterly	Varies Varies
Audit All others	1,500 1,000	Per meeting Per meeting	Quarterly Quarterly	Varies Varies

Equity Compensation

Common stock grant	$ 5,000	Semi-annual	May/November	$10,000

Other Terms 1. The value of each common stock grant may be increased accordingly for any stock splits or stock dividends. 2. A maximum of 150,000 shares of common stock is available for issuance under the outside director compensation program, subject to adjustment for stock splits or stock dividends. 3. The outside director compensation program has a term of ten years from the effective date of the program. 4. No director may acquire under the outside director compensation program more than 1% of the shares of Old National Bancorp common stock outstanding at the effective date of this program. The outside director compensation program, together with all other plans of Old National Bancorp (other than plans for which shareholder approval is not required by the New York Stock Exchange), shall not authorize the issuance of more than 5% of the shares of Old National Bancorp common stock outstanding at the effective date of this program.