OLD NATIONAL BANCORP /IN/
SEVERENCE AGREEMENT FOR RISINGER
<DOCUMENT>
<TYPE>EX-10.C
<SEQUENCE>5
<FILENAME>severancerisinger.txt
<DESCRIPTION>SEVERENCE AGREEMENT FOR RISINGER
<TEXT>
                                                                  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


<PAGE>

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
<PAGE>

         (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
<PAGE>

                  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
<PAGE>

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
<PAGE>

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
<PAGE>

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
<PAGE>

         (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
<PAGE>

                                    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
(812-464-1411) 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
<PAGE>

                              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
<PAGE>

         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

</TEXT>
</DOCUMENT>
