0001193125-14-307162 Sample Contracts

Old National Bancorp Underwriting Agreement
Underwriting 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”).

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