EXHIBIT 4.5 ----------- DCB CORPORATION Option Agreement This Agreement executed this 9th day of September, 1988, effective September 9, 1988, by and between DCB CORPORATION, an Indiana corporation (the "Corporation") and DONALD E. ROUTSON (the...Option Agreement • August 27th, 1998 • Old National Bancorp /In/ • National commercial banks • Indiana
AMENDMENT NO. 1 TO RIGHTS AGREEMENT This Amendment No. 1 to Rights Agreement (this "Amendment" ) is made effective as of the 29th day of February, 2000. This Amendment is an amendment to the Rights Agreement, dated as of March 1, 1990, (the "Rights...Rights Agreement • March 1st, 2000 • Old National Bancorp /In/ • National commercial banks
EXHIBIT 4.18 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,...Trust Agreement • August 19th, 2004 • Old National Bancorp /In/ • National commercial banks • Delaware
Exhibit 10.1 SEVERANCE AGREEMENT THIS SEVERANCE AGREEMENT ("Agreement") is made and entered into and effective as of the 1st day of January, 1998, between OLD NATIONAL BANCORP, an Indiana corporation and registered bank holding company under the Bank...Severance Agreement • August 14th, 1998 • Old National Bancorp /In/ • National commercial banks • Indiana
Exhibit 1.2 [FORM OF UNDERWRITING AGREEMENT FOR TRUST PREFERRED SECURITIES] UNDERWRITING AGREEMENT FOR TRUST PREFERRED SECURITIES ONB CAPITAL TRUST II % TRUST PREFERRED SECURITIES (liquidation amount $25 per preferred security) guaranteed on a junior...Underwriting Agreement • April 11th, 2002 • Old National Bancorp /In/ • National commercial banks • New York
Exhibit 4.13 [FORM OF AMENDED AND RESTATED TRUST AGREEMENT] ---------------------------------------------------------------------------- AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • April 11th, 2002 • Old National Bancorp /In/ • National commercial banks • Delaware
1 EXHIBIT 10.02 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") has been made and entered into as of the 8th day of September, 1999, by and between Old National Bancorp (the "Company") and Earl O. Bradley (the "Executive"). WHEREAS,...Employment Agreement • January 11th, 2000 • Old National Bancorp /In/ • National commercial banks • Indiana
1 EXHIBIT 10.04 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") has been made and entered into as of the 8th day of September, 1999, by and between Old National Bancorp (the "Company") and Randy Clouser (the "Executive"). WHEREAS, the...Employment Agreement • January 11th, 2000 • Old National Bancorp /In/ • National commercial banks • Indiana
Exhibit 10.01 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") has been made and entered into as of the 29th day of July, 1999, by and between Old National Bancorp (the "Company") and James R. Schrecongost (the "Executive"). At the...Employment Agreement • January 10th, 2000 • Old National Bancorp /In/ • National commercial banks • Indiana
Exhibit 1 OLD NATIONAL BANCORP Medium-Term Notes Due Nine Months or More From Date of Issue DISTRIBUTION AGREEMENTDistribution Agreement • August 11th, 1997 • Old National Bancorp /In/ • National commercial banks • Indiana
ANDIndenture • July 21st, 1997 • Old National Bancorp /In/ • National commercial banks • Indiana
PURCHASE AND ASSUMPTION AGREEMENT dated as of January 8, 2013 between BANK OF AMERICA, NATIONAL ASSOCIATION and OLD NATIONAL BANKPurchase and Assumption Agreement • January 9th, 2013 • Old National Bancorp /In/ • National commercial banks • Indiana
This PURCHASE AND ASSUMPTION AGREEMENT, dated as of January 8, 2013 (this “Agreement”), between Bank of America, National Association, a national banking association, organized under the laws of the United States, with its principal office located in Charlotte, North Carolina (“Seller”), and Old National Bank, a national banking association, organized under the laws of the United States, with its principal office located in Evansville, Indiana (“Purchaser”).
Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT has been made and entered into as of the 10th day of August, 1998 ("Effective Date"), between Old National Bancorp ("Company"), and John S. Poelker (the "Executive"). Section 1. Operation of...Employment Agreement • August 14th, 1998 • Old National Bancorp /In/ • National commercial banks • Indiana
BETWEENInterest Calculation Agency Agreement • June 18th, 1997 • Old National Bancorp /In/ • National commercial banks
EXHIBIT 10(a) SEVERANCE AGREEMENT THIS SEVERANCE AGREEMENT (the "Agreement") is made and entered into by and between OLD NATIONAL BANCORP (including all subsidiaries and affiliates) (the "Company") and ROBERT G. JONES (the "Executive"). WHEREAS, the...Severance Agreement • November 9th, 2004 • Old National Bancorp /In/ • National commercial banks • Indiana
DEPOSIT AGREEMENT among OLD NATIONAL BANCORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Depositary and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of February 15, 2022Deposit Agreement • February 16th, 2022 • Old National Bancorp /In/ • National commercial banks • New York
AGREEMENT AND PLAN OF MERGER by and between CapStar Financial Holdings, Inc., and Old National Bancorp Dated as of October 26, 2023Merger Agreement • October 31st, 2023 • Old National Bancorp /In/ • National commercial banks • Indiana
AGREEMENT AND PLAN OF MERGER, dated as of October 26, 2023 (this “Agreement”), by and between CapStar Financial Holdings, Inc., a Tennessee corporation (the “Company”) and Old National Bancorp, an Indiana corporation (“Parent”).
FORM OF LEASE AGREEMENT Dated as of December 27, 2007 between OLD NATIONAL BANK, as the Tenant and [SUNTRUST EQUITY FUNDING, LLC AFFILIATE], as the LandlordLease Agreement • December 31st, 2007 • Old National Bancorp /In/ • National commercial banks
THIS LEASE (as amended, supplemented or otherwise modified from time to time, this “Lease”) made as of December 27, 2007, by and between [SUNTRUST EQUITY FUNDING, LLC AFFILIATE], a Delaware limited liability company, as landlord, having an office at c/o SunTrust Equity Funding, LLC, 303 Peachtree Street, 24th Floor, MC 3951, Atlanta Georgia 30308, and OLD NATIONAL BANK, a national banking association, as tenant, having an office at One Main Street, Evansville, Indiana 47708.
OLD NATIONAL BANCORP AMENDED AND RESTATED 2008 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • February 12th, 2020 • Old National Bancorp /In/ • National commercial banks
THIS AWARD AGREEMENT (the “Agreement”), made and executed as of January 30, 2020 (the “Grant Date”), between Old National Bancorp, an Indiana corporation (the “Company”), and [[FIRSTNAME]] [[LASTNAME]] an officer or employee of the Company or one of its Affiliates (the “Participant”).
Old National Bancorp Underwriting AgreementUnderwriting Agreement • August 13th, 2014 • Old National Bancorp /In/ • National commercial banks • New York
Old National Bancorp, an Indiana corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Sandler O’Neill + Partners, L.P. (the “Underwriter”), $175,000,000 in aggregate principal amount of the Company’s 4.125% Senior Notes due 2024 (the “Notes”). The Notes are to be issued pursuant to a senior indenture dated as of July 23, 1997 (the “Base Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to J.P. Morgan Trust Company, National Association (as successor to Bank One, NA)), as trustee (the “Trustee”), as supplemented by a Second Indenture Supplement thereto, to be dated as of August 15, 2014, between the Company and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 12th, 2016 • Old National Bancorp /In/ • National commercial banks • Indiana
THIS EMPLOYMENT AGREEMENT by and between Old National Bancorp, an Indiana corporation (“Company”) and James A. Sandgren (“Executive”), was made and entered into originally effective as of June 6, 2014 and is amended effective May 12, 2016 (“Agreement”).
WITNESSETH:Change of Control Agreement • May 10th, 2004 • Old National Bancorp /In/ • National commercial banks • Indiana
WITNESSETH:Performance-Based Restricted Stock Award Agreement • May 10th, 2005 • Old National Bancorp /In/ • National commercial banks
EMPLOYMENT AGREEMENTEmployment Agreement • February 22nd, 2023 • Old National Bancorp /In/ • National commercial banks • Illinois
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made by and between FIRST MIDWEST BANCORP, INC. (“Company”) and MARK G. SANDER (“Executive”), effective as of January 18, 2019 (“Effective Date”).
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...Retirement Agreement • May 10th, 2004 • Old National Bancorp /In/ • National commercial banks • Indiana
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 21st, 2016 • Old National Bancorp /In/ • National commercial banks • Indiana
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), made and entered into effective this day of November, 2016 (the “Effective Date”), by and between ONB 4th STREET LANDLORD, LLC (the “Seller”), and OLD NATIONAL BANK, a national banking association (the “Purchaser”).
FIRST MIDWEST BANCORP, INC. CONFIDENTIALITY AND RESTRICTIVE COVENANTS AGREEMENTConfidentiality and Restrictive Covenants Agreement • February 22nd, 2023 • Old National Bancorp /In/ • National commercial banks • Illinois
This Confidentiality and Restrictive Covenants Agreement (this “Agreement”), dated as of January 18, 2019, is made by and among First Midwest Bancorp, Inc. (“FMBI”), and its subsidiary First Midwest Bank (the “Bank”), and each of their successors and assigns (including FMBI’s and the Bank’s respective subsidiaries and affiliates, collectively, “Employer”), and Mark G. Sander (“Employee”).
REGISTERED REGISTERED NO. FLR-[__________] PRINCIPAL AMOUNT CUSIP NO. [________] $[_________] OLD NATIONAL BANCORP MEDIUM-TERM NOTE (FLOATING RATE) INTEREST RATE BASIS ORIGINAL ISSUE DATE: STATED MATURITY DATE: OR BASES:Floating Rate Note • June 18th, 1997 • Old National Bancorp /In/ • National commercial banks
PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF INTEGRA BANK NATIONAL ASSOCIATION, EVANSVILLE, INDIANA FEDERAL DEPOSIT INSURANCE CORPORATION and OLD NATIONAL BANK DATED AS OF July 29, 2011Purchase and Assumption Agreement • August 4th, 2011 • Old National Bancorp /In/ • National commercial banks
THIS AGREEMENT, made and entered into as of the 29th day of July, 2011, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of INTEGRA BANK NATIONAL ASSOCIATION, EVANSVILLE, INDIANA (the “Receiver”), OLD NATIONAL BANK, organized under the laws of the United States of America, and having its principal place of business in EVANSVILLE, INDIANA (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).
OLD NATIONAL BANCORP AMENDED AND RESTATED 2008 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • October 30th, 2024 • Old National Bancorp /In/ • National commercial banks • Indiana
THIS RESTRICTED STOCK AWARD AGREEMENT (including any and all Appendices hereto, this “Award Agreement”), made and executed as of March 1, 2024 (the “Grant Date”), between Old National Bancorp, an Indiana corporation (the “Company”), and [[FIRSTNAME]] [[LASTNAME]] an officer or employee of the Company or one of its Affiliates (the “Participant”).
LEASE AGREEMENT Dated as of December 20, 2006 between OLD NATIONAL BANK, as the Tenant and ONB ONE MAIN LANDLORD, LLC, as the LandlordLease Agreement • March 1st, 2007 • Old National Bancorp /In/ • National commercial banks
THIS LEASE (as amended, supplemented or otherwise modified from time to time, this “Lease”) made as of December 20, 2006, by and between ONB ONE MAIN LANDLORD, LLC, a Delaware limited liability company, as landlord, having an office at c/o SunTrust Equity Funding, LLC, 303 Peachtree Street, 24th Floor, MC 3951, Atlanta Georgia 30308, and Old National Bank, a national banking association, as tenant, having an office at One Main Street, Evansville, Indiana 47708.
18,000,000 Shares Old National Bancorp Common Stock no par value Underwriting Agreement (the “Agreement”)Underwriting Agreement • September 23rd, 2009 • Old National Bancorp /In/ • National commercial banks • New York
Old National Bancorp, an Indiana corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Sandler O’Neill & Partners, L.P. (“Sandler O’Neill”) and each of the other underwriters named in Schedule I hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom Sandler O’Neill is acting as representative (in such capacity, the “Representative”) with respect to (i) the sale by the Company, and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of 18,000,000 shares of Common Stock, no par value, of the Company (the “Stock”), as set forth in Schedule I hereto (the “Firm Shares”) and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 2,700,000 additional shares of Stock (the “Optional Shares”) to cover o
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN OLD NATIONAL BANCORP AND FOUNDERS FINANCIAL CORPORATION Dated as of July 25, 2014Merger Agreement • July 28th, 2014 • Old National Bancorp /In/ • National commercial banks • Indiana
This Agreement and Plan of Merger (this “Plan of Merger”) is made as of July 25, 2014, by and between Old National Bancorp, an Indiana corporation (“Purchaser”), and Founders Financial Corporation, a Michigan corporation (“Company”).
VOTING AGREEMENTVoting Agreement • October 31st, 2006 • Old National Bancorp /In/ • National commercial banks
This VOTING AGREEMENT (this “Agreement”), dated as of October 21, 2006, is entered into by and among Old National Bancorp, an Indiana corporation (the “Purchaser”), and certain stockholders of St. Joseph Capital Corporation, a Delaware corporation (the “Company”), each of whom is a Director of the Company and is identified on Schedule A attached hereto (each a “Stockholder” and collectively, the “Stockholders”).
FMBI Letterhead]Employment Agreement • February 22nd, 2023 • Old National Bancorp /In/ • National commercial banks
Reference is made to the Agreement and Plan of Merger, dated as of May 30, 2021, between First Midwest Bancorp, Inc. (the “Corporation”) and Old National Bancorp (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), your Employment Agreement, dated as of January 18, 2019, by and between you and the Corporation (your “Employment Agreement”) and your Confidentiality and Restrictive Covenants Agreement, dated as of January 18, 2019, by and between you, the Corporation and First Midwest Bank (your “CCR Agreement”). Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to them in the Merger Agreement, except as otherwise noted.
