OLD NATIONAL BANCORP. (An Indiana Corporation)
OLD NATIONAL BANCORP. Old National Bancorp (hereinafter referred to as the “Corporation”), duly existing under the Indiana Business Corporation Law, as amended (the “Act”), desiring to give notice of corporate action effectuating the amendment of its Articles of Incorporation (the “Amendment”), sets forth the following:
OLD NATIONAL BANCORP s/ JAMEX X. XXXXXXXX --------------------- Jamex X. Xxxxxxxx, Xxairman, President and Chief Executive Officer
OLD NATIONAL BANCORP. Xxxxx X. Xxxxxxxx, Chairman and Chief Executive Officer
OLD NATIONAL BANCORP. By: ----------------------------------- Ronaxx X. Xxxxxxxx, Xxesident and Chief Operating Officer ATTEST: By: ----------------------------------------- Jeffxxx X. Xxxxxx, Xxrporate Secretary HERITAGE FINANCIAL SERVICES, INC. By: ----------------------------------- Earl X. Xxxxxxx, XXI, President and Chief Executive Officer ATTEST: By: ---------------------------------------- John X. Xxxxxxxxxxx, Xxcretary SCHEDULE OF EXHIBITS Exhibit A - Form of Undertaking and Agreement of Affiliate Exhibit B - Legal Opinion of Krieg, DeVault, Alexander & Capexxxx, XXP (To be filed at a later date) Exhibit C - Legal Opinion of Stokxx xxx Bartxxxxxxx, X.A. (To be filed at a later date) Exhibit A UNDERTAKING AND AGREEMENT OF AFFILIATE In connection with the affiliation of Heritage Financial Services, Inc. ("Heritage") and Old National Bancorp ("ONB") pursuant to the merger of Heritage into ONB ("Merger"), as contemplated by that certain Agreement of Affiliation and Merger, dated September 8th, 1999 ("Agreement"), by and between ONB and Heritage, the undersigned may be an affiliate of Heritage for purposes of Rule 145 under the Securities Act of 1933, as amended ("Act"). In consideration of the issuance to the undersigned of shares of ONB common stock in connection with the Merger and in accordance with the terms of the Agreement, each of the undersigned hereby undertakes, covenants and agrees that he or she: (a) shall not sell, pledge, transfer, dispose of or otherwise reduce his or her market risk (collectively, a "Sale") with respect to the shares of Heritage common stock directly or indirectly owned or held by the undersigned during the thirty (30) day period prior to the effective date of the Merger; (b) shall deliver a written certificate to ONB as of the effective date of the Merger certifying to effect that the undersigned has complied with the terms and conditions of this Agreement; (c) shall not sell, pledge, transfer, dispose of or otherwise reduce his or her market risk with respect to the shares of ONB common stock to be received by the undersigned pursuant to the Agreement; (d) shall, within thirty (30) days following the date hereof, transfer all shares of Heritage common stock held in "street name" to "record holder"ownership and shall not transfer any shares of Heritage common stock held as a "record holder" to "street name"; and (e) shall not make any sale or exchange of Heritage common stock which would prevent or impede the Merger from qualifying (i) for ...
OLD NATIONAL BANCORP. By: ---------------------------------- Name: Title: ONB CAPITAL TRUST By: ---------------------------------- Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first written above. [NAME(S) OF REPRESENTATIVE(S)] By: Saloxxx Xxxxx Xxxnxx Xxx. By: ------------------------------- Name: Title: For themselves and the other Under- writers, if any, named in Schedule I to the foregoing Agreement ONB CAPITAL TRUST Underwriting Agreement dated: Registration Statement No.: Representative(s) Title, Purchase Price and Description of Securities: Title: % Capital Securities, Series . Liquidation Amount at Maturity: $ (liquidation amount $ per preferred security). Distributions: % per annum, from , , payable [quarterly][semi-annually] on , , and , commencing , , , to holders of record on the preceding , , or , as the case may be.
OLD NATIONAL BANCORP. The Amended and Restated Bylaws of Old National Bancorp (the “Bylaws”) shall be amended as follows: A new Article IX shall be added to the Bylaws to state:
OLD NATIONAL BANCORP. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of , 1999 Trust Indenture Act Section Indenture Section
OLD NATIONAL BANCORP. By ------------------------------------------------ Name: Title:
OLD NATIONAL BANCORP. By: Xxxxx X. Xxxxxxx, Chairman of the Board of Directors Date: EXECUTIVE Xxxxx X. Xxxxxxxx Date:
