AGREEMENT AND PLAN OF MERGER BY AND BETWEEN OLD NATIONAL BANCORP AND UNITED BANCORP, INC. Dated as of January 7, 2014Merger Agreement • January 8th, 2014 • United Bancorp Inc /Mi/ • State commercial banks • Indiana
This Agreement and Plan of Merger (this "Plan of Merger") is made as of January 7, 2014, by and between Old National Bancorp, an Indiana corporation ("Purchaser"), and United Bancorp, Inc., a Michigan corporation ("Company").
VOTING AGREEMENTVoting Agreement • January 8th, 2014 • United Bancorp Inc /Mi/ • State commercial banks
Each of the undersigned directors of United Bancorp, Inc. (“Company”) hereby agrees in his or her individual capacity as a shareholder to vote his or her shares of Company Common Stock that are registered in his or her personal name (and agrees to use his or her reasonable efforts to cause all additional shares of Company Common Stock owned jointly by him or her with any other person or by his or her spouse or over which he or she has voting influence or control to be voted) in favor of the Agreement and Plan of Merger by and between Old National Bancorp and Company, dated January 7, 2014 (the “Agreement”). In addition, each of the undersigned directors hereby agrees not to make any transfers of shares of Company Common Stock with the purpose of avoiding his or her agreements set forth in the preceding sentence and agrees to cause any transferee of such shares to abide by the terms of this Voting Agreement. Each of the undersigned is entering into this Voting Agreement solely in his or
