On March 31, 2009, Old National Bancorp (the "Company") entered into a Preferred Stock Repurchase Agreement (the "Repurchase Agreement") with the United States Department of Treasury (the "Treasury Department"). Pursuant to the Repurchase Agreement, the Company repurchased all of the 100,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series T (the "Preferred Stock") the Company issued to the Treasury Department on December 12, 2008. The Company repurchased the Preferred Stock for $100,000,000, plus accrued and unpaid dividends in the amount of $638,888.89. A copy of the Repurchase Agreement is attached hereto as Exhibit 10.1 and is incorporated into this Item 1.01 by reference.

Pursuant to the Repurchase Agreement, the Company has fifteen (15) days to deliver to the Treasury Department a notice of intent to repurchase the warrant issued by the Company to the Treasury Department on December 12, 2008 to purchase up to 813,008 shares of the Company's common stock.

In connection with the event described above under "Item 1.01 Entry into a Material Definitive Agreement," which is incorporated herein by reference, the compensation restrictions set forth in Section 111(b) of Emergency Economic Stabilization Act of 2008 are no longer applicable. As such, each of the Senior Executive Officer Letter Agreements entered into with the Company's Senior Executive Officers on December 12, 2008 have been terminated. The Company's Senior Executive Officers are Robert G. Jones, President and Chief Executive Officer; Barbara A. Murphy, Senior Executive Vice President and Chief Banking Officer; Christopher A. Wolking, Senior Executive Vice President and Chief Financial Officer; Daryl D. Moore, Executive Vice President and Chief Credit Officer; and Jeffrey L. Knight, Executive Vice President, Chief Legal Counsel and Corporate Secretary. The form of Termination of SEO Letter Agreement is attached hereto as Exhibit 10.2 and is incorporated into this Item 5.02 by reference.

On March 31, 2009, the Company issued a press release announcing the consummation of the transaction described above under "Item 1.01 Entry into a Material Definitive Agreement." A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(d) Exhibits.

Exhibit No.      Description of Exhibit
Exhibit 10.1     Preferred Stock Repurchase Agreement dated March 31, 2009,
                 between Old National Bancorp and the United States Department of
                 the Treasury.
Exhibit 10.2     Form of Termination of Senior Executive Officer Letter
                 Agreement.
Exhibit 99.1     Press Release dated March 31, 2009.

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