AGREEMENT AND PLAN OF MERGERPlan of Merger • September 10th, 2013 • Tower Financial Corp • State commercial banks • Indiana
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated to be effective as of the 9th day of September, 2013, by and between OLD NATIONAL BANCORP, an Indiana corporation (“ONB”), and TOWER FINANCIAL CORPORATION, an Indiana corporation (“TFC”).
VOTING AGREEMENTVoting Agreement • September 10th, 2013 • Tower Financial Corp • State commercial banks
Each of the undersigned directors of Tower Financial Corporation (“TFC”) hereby agrees in his or her individual capacity as a shareholder to vote his or her shares of TFC 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 TFC 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 TFC, dated September 9, 2013 (the “Agreement”). In addition, each of the undersigned directors hereby agrees not to make any transfers of shares of TFC 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 her capacity as an indi
