AGREEMENT AND PLAN OF MERGER BY AND BETWEEN OLD NATIONAL BANCORP AND FOUNDERS FINANCIAL CORPORATION Dated as of July 25, 2014Agreement and Plan of Merger • 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 • July 28th, 2014 • Old National Bancorp /In/ • National commercial banks
Each of the undersigned directors of Founders Financial Corporation (the “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 approval of the Agreement and Plan of Merger by and between Old National Bancorp (“Purchaser”) and Company, dated July 25, 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
