Senior Notes Offering

August 11, 2014

ISSUER FREE WRITING PROSPECTUS

Dated August 11, 2014

Filed Pursuant to Rule 433

Related to the Preliminary Prospectus

Supplement dated August 11, 2014 and

Registration Statement No. 333-196587

Old

National

Bancorp

has

filed

a

registration

statement

(including

a

prospectus)

and

a

related

preliminary

prospectus

supplement

dated

August

11, 2014 with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates.  Before you invest,

you should read the prospectus in that registration statement, the related preliminary prospectus supplement and the other documents Old

National Bancorp has filed with the SEC for more information about Old National Bancorp and the offering.  You may get these documents for free

by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the issuer, any underwriter or any dealer participating in the offering will

arrange to send you the prospectus and the related preliminary prospectus supplement if you request it by calling toll-free (866) 805-4128.

Neither

the

SEC

nor

any

state

securities

commission

has

approved

or

disapproved

of

these

securities

or

determined

if

this

free

writing

prospectus, or any related prospectus supplement or prospectus, is truthful or complete.  Any representation to the contrary is a criminal offense.

2

Disclosures

Forward Looking Statements:

Non-GAAP Financial Measures:

These slides contain non-GAAP financial measures. For purposes of Regulation G, a non-GAAP financial measure is a numerical measure of the

registrant's historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the

effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the

statement of income, balance sheet or statement of cash flows (or equivalent statements) of the issuer; or includes amounts, or is subject to adjustments

that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented.   In this regard,

GAAP refers to generally accepted accounting principles in the United States.  Pursuant to the requirements of Regulation G, Old National Bancorp has

provided reconciliations within the slides, as necessary, of the non-GAAP financial measure to the most directly comparable GAAP financial measure.

This presentation contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  These

statements include, but are not limited to, descriptions of Old National Bancorp’s financial condition, results of operations, asset and credit quality trends,

profitability and projected earnings and statements about the expected timing, completion, financial benefits and other effects of Old National Bancorp’s

proposed mergers with LSB Financial Corp. (“LSB”) and Founders Financial Corporation (“Founders”).  Forward-looking statements can be identified by

the use of the words “anticipate,” “believe,” “expect,” “intend,” “could” and “should,” and other words of similar meaning.  These forward-looking

statements express management’s current expectations or forecasts of future events and, by their nature, are subject to risks and uncertainties and there

are a number of factors that could cause actual results to differ materially from those in such statements.  Factors that might cause such a difference

include, but are not limited to: economic, market, operational, liquidity, credit and interest rate risks associated with our business; economic conditions

generally and in the financial services industry; expected earnings and cost savings in connection with the consolidation of recent and pending

acquisitions may not be fully realized or realized within the expected time frames, and deposit attrition, customer loss and revenue loss following

completed acquisitions may be greater than expected; Old National Bancorp’s ability to close its pending acquisitions on currently anticipated terms, or

within currently anticipated timeframes; unexpected difficulties and losses related to FDIC-assisted acquisitions, including those resulting from Old

National Bancorp’s loss sharing arrangements with the FDIC; failure to properly understand risk characteristics of newly entered markets; increased

competition in the financial services industry either nationally or regionally, resulting in, among other things, credit quality deterioration; Old National

Bancorp’s ability to achieve loan and deposit growth; volatility and direction of market interest rates; governmental legislation and regulation, including

changes in accounting regulation or standards; Old National Bancorp’s ability to execute its business plan; a weakening of the economy which could

materially impact credit quality trends and the ability to generate loans; changes in the securities markets; changes in fiscal, monetary and tax policies;

other matters discussed in this presentation and other factors identified in the prospectus and the preliminary prospectus supplement relating to the notes

offering, Old National Bancorp’s Annual Report on Form 10-K and other periodic filings with the SEC.  These forward-looking statements are made only as

of the date of this presentation, and Old National Bancorp undertakes no obligation to release revisions to these forward-looking statements to reflect

events or conditions after the date of this presentation.

3

Terms of Proposed Offering

Issuer:

Old

National

Bancorp

Security

Type:

____%

Senior

Notes

Aggregate

Principal

Amount:

$150,000,000

Rating:

Moody’s

A3

Coupon:

____%

Maturity:

August

__,

2024

Call

Provision:

Non

call

life

Use

of

Proceeds:

Sole Book-Running Manager:

Sandler O’Neill + Partners, L.P.

Old National intends to use the net proceeds for general corporate purposes, which may include providing capital to support 

the growth of its business, payment of the cash consideration of its pending acquisitions of LSB and Founders, payment of the cash consideration

components of opportunistic acquisitions of other financial institutions, and repurchases of its common stock. Other than the pending acquisitions of

LSB and Founders, Old National has no current commitments or agreements with respect to any additional acquisitions and may decide not to make

any additional acquisitions. 

Snapshot of Old National

Source: SNL Financial, Company filings, FactSet Estimates

Note:

Market

data

as

of

August

8,

2014;

financial

information

as

of

June

30,

2014.

*See

appendix

for

Non-GAAP

reconciliation

(1) Assuming the completion of pending acquisitions and including the impact of the completion of the United Bancorp, Inc. acquisition on July 31, 2014, ONB will have approximately $12.1billion in assets (2) Pending branches from LSB Financial

Corp. and Founders Financial Corporation transactions

Summary Overview

Company Description

(Dollars in thousands)

Headquarters

Evansville, IN

Market Cap

$ 1,501,742%

10,387,933%

Total Gross Loans (excludes HFS)

5,538,868%

Total Core Deposits

7,517,440%

Trust Preferred Securities

45,00045

Shareholders’

Equity

1,277,331%

Tangible Common Equity to Tangible Assets*

8.42%

Tier 1 Leverage Ratio

9.30%

Tier 1 Risk-Based Capital Ratio

14.00%

Total Risk-Based Capital Ratio

14.70%

Largest

financial

services

bank

holding

company

headquartered

in

Indiana

with

a

presence

throughout Indiana, Western Kentucky, Southeastern Illinois and Southwest Michigan

–

191 financial centers

–

192 ATMs

Focused on community banking with a full suite of product offerings:

–

Retail and small business

–

Wealth management

–

Leasing

Guided by three strategic imperatives

–

Strengthen the risk profile

–

Enhance management discipline

–

Achieve consistent quality earnings

Old National’s three primary initiatives for 2014

–

Continue to grow core revenue

–

Reduce operating expense

–

Transform franchise into higher-growth markets while maintaining a strong credit culture and

capital position

–

Investment services

–

Capital markets

–

Insurance

Pro Forma Franchise Map

ONB

UBMI

LSBI

2

FB&T

2

4

Total

Assets¹

5

Investment Highlights

Attractive footprint with both leading share in mature markets and

room to expand in higher-growth markets

Consistent financial performance with distinct revenue streams and

eye on efficiency

Diverse loan portfolio focused on growth while maintaining strong

credit metrics

Disciplined acquisitions driven by experienced senior management

and integration teams

Steward of capital –

organic growth and acquisitions, dividend /

share repurchases

Achieving strategic imperatives

6

Experienced Management Team

Title

Name

Years in

Banking/at ONB

Prior Experience

President and CEO

Bob Jones

35 / 9

25 years at KeyCorp/Society, serving

various functions

Chief Financial Officer

Chris Wolking

31 / 14

11 years at Old Kent, including treasury

and wealth management

Chief Banking Officer

Jim Sandgren

22 / 20

Background in commercial lending and

credit

Chief Credit Officer

Daryl Moore

34 / 34

34 years at Old National

Chief Risk Officer

Candice Rickard

24 / 12

12 years in public accounting specializing

in the banking industry

Director of Corporate

Development

Jim Ryan

19 / 12

6 years at Old Kent, including treasury

and investment management

7

Indiana’s Economic Achievements

“AAA”

Credit Rating –

Fitch, Moody’s and Standard and

Poor’s

1

3

rd

Best U.S. State for Manufacturing Jobs

2

6

th

Best State for Business –

CEO Magazine

3

280 new manufacturing jobs created –

Berry Plastics,

Evansville, Indiana

4

200 new jobs created –

General Electric, Lafayette, Indiana

5

(1)

December

2013

(2)

June 2013; National Association of Manufacturers

(3)

May 2014

(4)

January 2014 press release of Berry Plastics

(5)

March 2014 press release of General Electric

Sources:

8

Returned to

community

bank model

2004

2005

Sold non-

strategic

market –

Clarksville, TN

–

5 branches

2006

Sold non-

strategic market

–

O’Fallon, IL –

1 branch

2007

2008

2009

2010

2011

2012

2013

Acquired St.

Joseph Capital –

Entry into

Northern IN

market   

February, 2007

Acquired 65

Charter One

branches

throughout

Indiana       

March, 2009

Acquired Monroe

Bancorp

–

Enhanced

Bloomington, IN

presence       

January, 2011

Acquired Indiana

Community –

Entry into

Columbus, IN 

September, 2012

FDIC-assisted

acquisition of

Integra Bank   

July, 2011

Sold non-

strategic

market –

Chicago-area -

4 branches

Consolidation of

21 branches

Acquired 24      

MI / IN branches 

July, 2013

Consolidation

of 2 branches

Consolidation

of 8 branches

Consolidation

of 1 branch

Consolidation

of 10 branches

Consolidation

of 12 branches

Consolidation

of 44 branches

Consolidation

of 5 branches

Sold  12 

branches

Consolidation

of 22 branches

Acquired 200 + 9 pending

Sold 22

Consolidated 128

Acquired Tower

Financial –

Enhancing Ft.

Wayne, IN

presence April,

2014

Transforming Old National’s Landscape

Acquired

United

Bancorp , Inc.–

Entry into  

Ann Arbor, MI

July, 2014

2014

Consolidation

of 3 branches

Pending

acquisition of

LSB Financial

Corp.–

Enhancing

Lafayette, IN

presence

Pending

acquisition of

Founders

Financial

Corporation–

Entry into Grand

Rapids , MI

9

Shifting to higher-growth markets from lower-growth markets

Entry and fill-in of existing higher-growth markets through strategic acquisitions

Acquired 200 branches + 9 pending

Sale or consolidations in lower-growth, non-core markets

Consolidated 128 branches

Sold 22 branches

2004

2014

9

Pending LSB Locations       

Pending Founders market

Transforming Old National’s Landscape

Our Michigan Footprint

Projected 2019 Median Household Income

Projected 2014-2019 Median HHI Growth

Source: SNL Financial and Bureau of Labor Statistics as of August 2014

(1)

(2)

Michigan named "most improved" in ranking of pro-business states in 2014 by the American Economic

Institute (improved from 39th to 18th)

$53,941

$48,365

$47,494

$62,065

$43,734

$53,389

USA

Indiana

Michigan

Ann Arbor

Kalamazoo

Grand Rapids

4.6%

2.6%

2.2%

5.7%

0.0%

4.7%

USA

Indiana

Michigan

Ann Arbor

Kalamazoo

Grand Rapids

10

1

2

May 2014 unemployment rate of 5.4%, compared to the

national rate of 6.3%

Home to five of the world’s leading office furniture companies.

May 2014 unemployment rate of 6.3% equivalent to the

national rate of 6.3%

Popular area for healthcare and pharmaceutical

organizations, with major companies such as Pfizer, Perrigo

and Stryker housing large operations

Listed in Forbes’

2013 “Best Places for Business and

Careers”

and was Livability.com’s 13th “Best Place to Live”

May 2014 unemployment rate of 5.3%, compared to the

national rate of 6.3%

Highest median household income MSA in Michigan

Crain’s Detroit Business, article published July 16, 2014

Assuming completion of acquisition of Founders in first half of 2015

Ann Arbor, Michigan (MSA Population: 354,530)

Kalamazoo, Michigan (MSA Population: 332,269)

Grand Rapids, Michigan (MSA Population: 1,017,542)

11

Diverse and In-Market Loan Portfolio at June 30, 2014

$ in millions –

period-end balances

Average commercial/CRE loan size is less than $350 thousand

Commercial

27%

Commercial

Real Estate

24%

Consumer

15%

Residential

Mortgage

26%

HELOC

5%

Covered Loans

(Integra)

3%

Commercial

$1,498.8

Commercial Real Estate

1,354.7

Consumer

808.5

Residential Mortgage

1,425.2

HELOC

280.5

Covered Loans (Integra)

171.1

Total Loans

$5,538.8

Stable Deposit Portfolio at June 30, 2014

Significant core deposit franchise

Average cost of core deposits in 2Q14 of 0.24%

(1) Excludes $36 million of brokered deposits

$ in millions –

period-end balances

Non-Interest

Bearing

Deposits

28%

Transaction

Accounts

26%

MMDA &

Savings

34%

Time Deposits <

$100K

9%

Time Deposits >

$100K

3%

Non-Interest Bearing

Deposits

$2,129.7

Transaction Accounts

1,912.2

MMDA & Savings

2,528.2

Time Deposits < $100K

699.4

Time Deposits > $100K

247.9

Total Core Deposits

1

7,517.4

12

13

Executing the Plan

Fort Wayne, IN –

Tower acquisition closed and fully converted

Lafayette, IN –

Announced pending acquisition of LSB –

June 4, 2014

Grand Rapids, MI –

Announced pending acquisition of Founders –

July 28, 2014

Ann Arbor, MI –

Closing of United acquisition –

July 31, 2014

Continue to

Grow Core

Revenue

•

Organic

loan

growth

in

2Q14

of

$139.6

million

1

,

or

11.4%

annualized,

over

1Q14

and growth of $214.0 million

1

, or 4.0%, from 2Q13

•

Total revenue growth

2

in 2Q14 of 4.1% from 2Q13

•

Organic growth in 2Q14 in Banking, Wealth Management and Insurance

Reduce

Operating

Expenses

Transform

Franchise

Into Higher-

Growth

Markets

•

Operational expenses

3

in 2Q14 declined $0.5 million from 2Q13

1

2

3

•

Continued execution of our M&A strategy of adding higher-growth markets

Excluding change in FDIC covered loans, loans acquired in acquisitions and loans sold 

Excluding changes in securities gains, accretion income and  amortization of the FDIC indemnification asset

Refer to Appendix - Noninterest Expense for definition of Operational expenses

14

Loan Growth –

Excluding Covered Loans

(          

)

$4,912.8

$5,379.1

$360.8

$214.0

$108.5

2Q13

Loan Sales

Loans Obtained

Through

Acquisitions

Organic Growth

2Q14

$ in millions – period-end balances

15

Fee-Based Business Revenue

$ in millions

(1)

•

YTD June 30, 2014, Old National's noninterest income

1

as a percent of total revenue

1

was

36.9%

$0.6

$6.4

$7.5

2Q13

2Q14

Wealth Management

$9.3

$9.8

2Q13

2Q14

Insurance Brokerage

$4.1

$4.1

2Q13

2Q14

Investment Brokerage

2

Net of change in FDIC indemnification asset

(2)  Assets under management as of June 30, 2014 of $6.5 billion

16

$ in millions

1

Loans less those acquired through the Tower acquisition

Credit Quality –

Excluding Covered Loans

ONB

Risk Grade

Grade

Name

0

Investment Grade

1

Minimal Risk

2

Modest Risk

3

Average Risk

4

Monitor

5

Weak Monitor

6

Watch

7

Criticized (Special Mention)

8

Classified (Substandard Accruing)

9

Nonaccruing + Doubtful

$152.8

$112.3

$112.9

2Q13

1Q14

2Q14

Special Mention Loans

$68.9

$85.7

$107.2

$99.5

1

2Q13

1Q14

2Q14

Substandard Accruing Loans

$98.8

1

$129.5

$84.8

$96.7

$75.9

1

2Q13

1Q14

2Q14

Substandard Nonaccruing + Doubtful

Loans

Note: Credit quality was impacted by the addition of several acquired loan portfolios which, in accordance with accounting for business combinations, were

recorded at fair value with no allowance brought forward on these acquired loans

17

Asset Quality Trends

Net Charge-Offs

ALLL

/

Non-Performing

Assets

1

2

(1)

Nonaccrual, restructured & OREO

(2)

Excludes covered loans

ALLL

/

Loans

2

Non-Performing

Loans

2

/

Total

Loans

2

0.90%

0.85%

0.79%

2Q13

1Q14

2Q14

2.83%

2.15%

2.20%

2Q13

1Q14

2Q14

30.03%

36.86%

34.08%

2Q13

1Q14

2Q14

0.01%

(0.02%)

0.01%

0.51%

(0.39%)

1.94%

2Q13

1Q14

2Q14

Non-Covered

Covered

Note: Credit quality was impacted by the addition of several acquired loan portfolios which, in accordance with accounting for business combinations, were

recorded at fair value with no allowance brought forward on these acquired loans

18

Credit Quality –

Excluding Covered Loans

See Appendix for definition of Peer Group

1

As a % of end of period total loans

Peer Group data as of June 30, 2014 or most recent quarter per SNL Financial

30+

Day

Delinquent

Loans

1

1.07%

0.85%

2Q13

1Q14

2Q14

ONB

Peer Group Average

0.42%

0.34%

0.43%

0.02%

0.00%

0.01%

0.44%

0.30%

2Q13

1Q14

2Q14

90+

Day

Delinquent

Loans

1

ONB

Peer Group Average

19

Capital Ratios

See Appendix for definition of Peer Group

Peer Group ratios as of June 30,

2014 or most recent quarter per SNL Financial

$ in millions

1

See Appendix for Non-GAAP reconciliation

Tangible

Common

Equity

–

3/31/2014

$808.4

2Q14 Earnings

18.8

2Q14 Dividend

(11.6)

Issuance of Shares for Tower Acquisition

78.7

Changes

in

OCI

–

Securities

6.3

Increase in Goodwill & Intangibles

(62.5)

Tangible Common Equity –

6/30/2014

$838.1

14.4%

14.8%

14.0%

13.1%

13.1%

13.1%

2Q13

1Q14

2Q14

Tier 1 Risk-Based Capital Ratio

ONB

Peer Group Average

8.7%

8.8%

8.4%

%

8.1%

8.4%

8.5%

2Q13

1Q14

2Q14

Tangible Common Equity to Tangible Assets

1

ONB

Peer Group Average

20

Appendix

21

$ in millions

N/A equals not applicable

(1) Based on end of quarter assets immediately preceding announcement date

Completed and Pending Acquisitions

Acquisition

RBS Citizens-

65 Branches

Monroe

Integra Bank

Indiana

Community

BofA-24

Branches

Tower Financial

United

Bancorp

LSB

Founders

Deal Type

Branch Deal

Traditional

FDIC-Assisted

Traditional

Branch Deal

Traditional

Traditional

Traditional

Traditional

Principal Geography

Indianapolis, IN

Bloomington,

IN

Evansville, IN

Columbus,

IN /I-65

Corridor

Southwest MI /

Northern IN

Fort Wayne, IN

Ann Arbor, MI

Lafayette, IN

Grand

Rapids, MI

Purchase Price at Announcement

$16

$84

N/A

$79

$23

$108

$173

$67

$88

Total

Assets

at

Announcement

1

N/A

$838

$1,900

$985

N/A

$681

$919

$366

$466

% Stock Consideration at Announcement

0%

100%

N/A

100%

0%

71%

80%

75%

54%

Announce Date

11/24/2008

10/6/2010

7/29/2011

1/25/2012

1/9/2013

9/10/2013

1/8/2014

6/4/2014

7/28/2014

Close Date

3/20/2009

1/1/2011

7/29/2011

9/15/2012

7/12/2013

4/25/2014

7/31/2014

Expected Early

1Q15

Expected 1st

Half 2015

Average Total Loan Trends

$ in millions

1

Includes both covered and non-covered loans

22

23

Credit Quality –

ALLL and Mark Summary

$ in millions

1

Non-GAAP financial measure which Management believes useful to demonstrate that the remaining loan mark considers credit risk and should be included as

part of total coverage         N/A = not applicable

At June 30, 2014

ONB Legacy

Monroe

Integra

Indiana

Community

Tower

Total

Allowance for Loan Losses (ALLL)

$40.4

$1.5

$3.9

$0.1

$0.2

$46.2

Loan Mark

N/A

$8.9

$70.5

$28.9

$26.0

$134.3

Total ALLL/Mark

$40.4

$10.4

$74.3

$29.0

$26.2

$180.5

Pre-Mark Loan Balance

$4,688.0

$140.6

$251.7

$214.1

$378.7

$5,673.1

ALLL/Pre-Mark Loan Balance

0.86%

1.10%

1.54%

0.06%

0.05%

0.81%

Mark/Pre-Mark Loan Balance

N/A

6.31%

27.99%

13.51%

6.87%

2.37%

Combined ALLL & Mark/Pre-Mark

Loan Balance

1

0.86%

7.41%

29.53%

13.56%

6.92%

3.18%

Allowance For Loan and Lease Loss/Loan Mark Summary

24

Investment Portfolio

1

Includes market value for both available for sale and held to maturity securities

•

Old National’s investment portfolio as of June 30, 2014, had a YTD weighted-average yield of 2.92%

and an effective duration of 4.34 years

$ in millions

Book

Value  

Mar. 31,

2014

Book

Value  

June 30,

2014

Market

Value

Mar. 31,

2014

Market

Value

1

June 30,

2014

Market

Value $

Change

Federal National Mortgage Association

$417.1

$423.0

$417.1

$423.7

Federal Home Loan Mortgage Corporation

166.4

216.4

161.4

213.1

Federal Farm Credit Bank

77.3

77.3

75.8

76.7

Federal Home Loan Bank and Other

13.9

87.4

13.8

87.3

Subtotal U.S. Government Agencies-Senior

Debentures

$674.7

$804.1

$668.1

$800.8

$132.7

U.S. Treasury

$15.6

$11.0

$15.7

$11.2

($4.5)

Issued or guaranteed by FNMA, FHLMC, GNMA

1,269.3

1,238.0

1,263.2

1,234.6

Nonagency guaranteed

16.1

15.4

16.6

15.9

Subtotal Mortgage Backed Securities

$1,285.4

$1,253.4

$1,279.8

$1,250.5

($29.3)

Trust Preferred

31.6

31.6

19.4

19.5

Other Corporate

290.3

293.6

291.4

296.2

Subtotal Corporate Securities

$321.9

$325.2

$310.8

$315.7

$4.9

Municipal Securities

–

Taxable

$231.6

$218.3

$257.0

$255.6

($1.4)

Municipal Securities

–

Tax Exempt

$587.4

$733.6

$596.4

$745.1

$148.7

Federal Reserves & FHLB Stock, Other

$94.8

$98.9

$94.8

$98.9

$4.1

Totals

$3,211.4

$3,444.5

$3,222.6

$3,477.8

$255.2

1

25

End of period balances

2Q13

1Q14

2Q14

Total Shareholders’

Equity

$1,167.0

$1,185.2

$1,277.3

Deduct:  Goodwill and Intangible

Assets

(364.4)

(376.8)

(439.3)

Tangible Common Shareholders’

Equity

$802.6

$808.4

$838.1

Total Assets

$9,641.1

$9,544.8

$10,387.9

Add:  Trust Overdrafts

0.1

0.0

0.0

Deduct:  Goodwill and Intangible

Assets

(364.4)

(376.8)

(439.3)

Tangible Assets

$9,276.7

$9,168.0

$9,948.7

Tangible Equity to Tangible Assets

8.65%

8.82%

8.42%

Tangible Common Equity to Tangible

Assets

8.65%

8.82%

8.42%

Non-GAAP Reconciliations

$ in millions

26

Noninterest Income

$ in millions

Note: Securities gains/losses and derivatives gains are excluded

$(1.5)

$(7.3)

$(10.5)

$11.8

$11.1

$11.8

$6.7

$8.1

$7.4

$21.4

$22.3

$22.7

$5.9

$5.7

$6.5

$44.3

$39.9

$37.9

2Q13

1Q14

2Q14

Debit Card and ATM Fees

Fee-based business: Wealth Management, Insurance Brokerage,

Mortgage and Investment Brokerage

Other Income

Service Charges on Deposits

Amortization of FDIC Idemnification Asset

27

$ in millions

Noninterest Expense

*Other Expenses include:

In

2Q13,

$1.3

million

impairment

on

property

held

for

sale,

$0.6

million

for

the

BSA/AML

project,

a

$0.5

million

litigation

settlement,

$0.3

million

for

ATM/branch

optimization,

$0.3

million

for

debt

extinguishment

charges,

a

$2.1

million reversal of provision for unfunded commitments and a $1.3 million refund of FDIC assessment.

In

1Q14,

$2.3

million

real

estate

tax

refund

and

$0.4

million

in

professional

fees

related

to

the

real

estate

tax

refund

In 2Q14, $0.4 million in accelerated retirement expenses and $0.4 million in state tax receivable write-off

$85.2

$83.6

$84.7

$0.8

$0.9

$2.5

$6.3

$1.2

$0.8

$0.9

$2.2

$3.3

$3.2

$86.9

$88.3

$98.1

2Q13

1Q14

2Q14

2Q14 operational

expenses include

$0.8 million in

annual merit

increases

($1.9)

($0.4)

Operational expenses is defined as Noninterest Expense less Tower Operational Costs, MI / N IN Branches Operational Costs,

Acquisition Costs, Integra-Related OREO and Other Expenses

28

Old National’s Peer Group

Like-size, publicly-traded financial services companies, serving comparable demographics with

comparable services as ONB

1st Source Corporation

SRCE

Heartland Financial USA, Inc.

HTLF

BancFirst Corporation

BANF

IBERIABANK Corporation

IBKC

BancorpSouth, Inc.

BXS

MB Financial, Inc.

MBFI

Bank of Hawaii Corporation

BOH

Park National Corporation

PRK

Chemical Financial Corporation

CHFC

Pinnacle Financial Partners, Inc.

PNFP

Commerce Bancshares, Inc.

CBSH

Prosperity Bancshares, Inc.

PB

Cullen/Frost Bankers, Inc.

CFR

Renasant Corp.

RNST

F.N.B. Corporation

FNB

S&T Bancorp, Inc.

STBA

First Commonwealth Financial Corporation

FCF

Susquehanna Bancshares, Inc.

SUSQ

First Financial Bancorp.

FFBC

Trustmark Corporation

TRMK

First Interstate BancSystem, Inc.

FIBK

UMB Financial Corporation

UMBF

First Merchants Corporation

FRME

United Bankshares, Inc.

UBSI

First Midwest Bancorp, Inc.

FMBI

Valley National Bancorp

VLY

FirstMerit Corporation

FMER

WesBanco, Inc.

WSBC

Fulton Financial

FULT

Wintrust Financial Corporation

WTFC

Glacier Bancorp, Inc.

GBCI