Old National Bancorp /In/ Sample Contracts

Forward Confirmation
Forward Confirmation • November 26th, 2024 • Old National Bancorp /In/ • National commercial banks • New York

The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Citibank, N.A. (“Dealer”) and Old National Bancorp (the “Counterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA 2002 Master Agreement specified below.

Exhibit 1 OLD NATIONAL BANCORP Medium-Term Notes Due Nine Months or More From Date of Issue DISTRIBUTION AGREEMENT
Distribution Agreement • August 11th, 1997 • Old National Bancorp /In/ • National commercial banks • Indiana
AND
Indenture • 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 BANK
Purchase 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”).

BETWEEN
Interest Calculation Agency Agreement • June 18th, 1997 • Old National Bancorp /In/ • National commercial banks
AGREEMENT AND PLAN OF MERGER by and among BREMER FINANCIAL CORPORATION, OLD NATIONAL BANCORP and ONB MERGER SUB, INC. Dated as of November 25, 2024
Merger Agreement • November 25th, 2024 • Old National Bancorp /In/ • National commercial banks • Indiana

AGREEMENT AND PLAN OF MERGER, dated as of November 25, 2024 (this “Agreement”), by and among Bremer Financial Corporation, a Minnesota corporation (the “Company”), Old National Bancorp, an Indiana corporation (“Parent”) and ONB Merger Sub, Inc., an Indiana corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).

AGREEMENT AND PLAN OF MERGER by and between CapStar Financial Holdings, Inc., and Old National Bancorp Dated as of October 26, 2023
Merger 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 Landlord
Lease 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 (an Indiana corporation) 19,047,619 shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • November 25th, 2024 • Old National Bancorp /In/ • National commercial banks • New York

Old National Bancorp, an Indiana corporation (the “Company”), and Citigroup Global Markets Inc. (in its capacity as seller of Borrowed Securities (as defined below), the “Forward Seller”), in connection with the letter agreement dated the date hereof (the “Initial Forward Sale Agreement”) between the Company and Citibank, N.A. (in such capacity, the “Forward Purchaser”) relating to the forward sale by the Company, subject to the Company’s right to elect Cash Settlement or Net Share Settlement (as such terms are defined in the Initial Forward Sale Agreement) of a number of shares of its common stock, no par value per share (the “Common Stock”), initially equal to the number of Borrowed Initial Securities (as defined below) sold by the Forward Seller pursuant to this Underwriting Agreement (this “Agreement”), confirm their respective agreements with each of the Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substit

OLD NATIONAL BANCORP AMENDED AND RESTATED 2008 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK AWARD AGREEMENT
Restricted 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 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”).

EMPLOYMENT AGREEMENT
Employment 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 AGREEMENT
Employment 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”).

PURCHASE AND SALE AGREEMENT
Purchase 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 AGREEMENT
Confidentiality 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”).

OLD NATIONAL BANCORP AMENDED AND RESTATED 2008 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • April 30th, 2025 • 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, 2025 (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”).

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, 2011
Purchase 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”).

LEASE AGREEMENT Dated as of December 20, 2006 between OLD NATIONAL BANK, as the Tenant and ONB ONE MAIN LANDLORD, LLC, as the Landlord
Lease 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.

OLD NATIONAL BANCORP AMENDED AND RESTATED 2008 INCENTIVE COMPENSATION PLAN RELATIVE TSR PERFORMANCE UNITS AWARD AGREEMENT
Relative TSR Performance Units Award Agreement • April 30th, 2025 • Old National Bancorp /In/ • National commercial banks • Indiana

This Relative TSR Performance Units Award Agreement (including any and all Appendices hereto, this “Award Agreement”) is entered into as of March 1, 2025 ("Grant Date"), by and 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”).