TRUST AGREEMENT



            TRUST AGREEMENT, dated as of September 15, 1999, among OLD NATIONAL

BANCORP, a multi-bank holding company organized under the laws of Indiana,

(including any successors or assigns, the "Depositor"), BANK ONE TRUST COMPANY,

NA, a national banking association organized under the laws of the United States

(the "Property Trustee"), and BANK ONE DELAWARE, INC., a Delaware corporation

(the "Delaware Trustee") (the Property Trustee and the Delaware Trustee referred

to collectively as the "Issuer Trustees"). The Depositor and Issuer Trustees

hereby agree as follows:



            1.    The trust created hereby shall be known as "ONB Capital Trust

III," in which name the Issuer Trustees, or the Depositor to the extent provided

herein, may conduct the business of the Trust, make and execute contracts, and

sue and be sued.



            2.    The Depositor hereby assigns, transfers, conveys and sets over

to the Property Trustee the sum of $10. The Property Trustee hereby acknowledges

receipt of such amount in trust from the Depositor, which amount shall

constitute the initial trust estate. The Property Trustee hereby declares that

it will hold the trust estate in trust for the Depositor. It is the intention of

the parties hereto that the Trust created hereby constitute a business trust

under Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et

seq. (the "Business Trust Act"), and that this document constitute the governing

instrument of the Trust. The Issuer Trustees are hereby authorized and directed

to execute and file a certificate of trust in the office of the Secretary of

State of the State of Delaware in the form attached hereto. The Trust is hereby

established by the Depositor and the Issuer Trustees for the purpose of (i)

issuing and selling preferred securities ("Preferred Securities") representing

undivided beneficial interests in the assets of the Trust in exchange for cash

and investing the proceeds thereof in Junior Subordinated Debentures of the

Depositor (the "Debentures"), (ii) issuing and selling common securities

("Common Securities" and, together with the Preferred Securities, "Trust

Securities") representing undivided beneficial interests in the assets of the

Trust to the Depositor in exchange for cash and investing the proceeds thereof

in additional Debentures and (iii) engaging in such other activities as are

necessary, convenient or incidental thereto.



            3.    Concurrent with the first issuance of any Trust Securities by

the Trust, the Depositor and the Issuer Trustees intend to enter into an amended

and restated Trust Agreement, satisfactory to each such party, to provide for

the contemplated operation of the Trust created hereby and the issuance of the

Preferred Securities and the Common Securities referred to therein. Prior to the

execution and delivery of such amended and restated Trust Agreement, the Issuer

Trustees shall not have any duty or obligation hereunder or with respect to the

trust estate.



            4.    The Depositor and the Property Trustee hereby authorize and

direct the Depositor, as the Depositor of the Trust, (i) to file with the

Securities and Exchange Commission (the "Commission") and execute, in each case

on behalf of the Trust, (a) the Registration Statement on Form S-3 (the "1933

Act Registration Statement"), including any pre-effective or post-effective

amendments to the 1933 Act Registration Statement, relating to the registration

under the Securities Act of 1933, as amended, of the Preferred Securities of the

Trust and possibly certain other securities and (b) a Registration Statement on

Form 8-A (the "1934 Act Registration Statement") (including all

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