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Executives

Larry E. Dunigan - Chairman

Robert G. Jones - President and Chief Executive Officer

Old National Bancorp (ONB) Annual Shareholders' Meeting Conference Call May 9, 2013 10:00 AM ET

Larry E. Dunigan

Good morning. Welcome to the Old National Bancorp Annual Shareholders Meeting. We’re really pleased you could join us today and special welcome to those who are connected over the Internet. I’m equally glad to have you with us also.

I’m Larry Dunigan, Chairman of the Board. I think I see some retired executives in the audience, so I would like to take just a minute to introduce, if I may. (Inaudible) President of the Corporation a few years ago. You can see Wayne Henning. Wayne Henning retired as a Senior Executive Vice President of Apple Inc., retired lot of people call on Spielo International. Thank you for being with us. We appreciate it.

We have our three proposals and a proxy this year that required shareholder votes, election to Board of Directors, non-binding advisory proposal on Executive Compensation and ratification of our independent outside auditors are following. What I like to do is to take each of those proposals one at a time, but first Jeff Knight, our Corporate Secretary advice and he responding that those have been cast often notice to each shareholder advising on today’s meeting, but there is a quorum present necessary to conduct today’s meeting. And as more than majority of these outstanding shares, we cast for these three proposals for these three proposals. Starting with the election of the directors, I am enormously pleased to announce the each director has been elected for this coming year. If I may, I would like to take a moment to introduce each of these directors, so you get a chance to see them as I get to see them all the time.

Alan Braun. Alan is Chairman of the Finance Committee, it’s a fairly new committee that was started about two years ago and it looks at the budget for the corporation, it looks at monthly financials, it looks at quarterly financials, and a very busy committee, and Alan does an outstanding job as a person of that committee. Myself, I’m Chairman of the Corporate Governance Committee. Niel Ellerbrook. Neil is Chairman of the Compensation Committee; a committee that looks at compensation for the entire corporation, another committee that has a lot of responsibility and takes a lot of time. Andy Goebel. Andy is Chairman of the Audit Committee.

As you can imagine, a company this size and all the additional requirements that continue to come down from Washington D.C., that is a committee that keeps us all busy, busier than we like to be often times. Bob Jones, and you will see Bob, who will come out in just a few minutes. That’s Phelps Lambert, Phelps is the Chairman of the Funds Management Committee, very complex committee, it looks at the funds of the corporation and how best to invest them. Art McElwee, and our newest director Randy Shepard, [Audio dip] Kelly Stanley, Kelly is a Chairman of our Community and Social Responsibility Committee. Committee that’s responsible for each of our area that we have banking locations. And Linda White, Linda is a Chairperson of our Risk and Credit Policy Committee, Committee that has very long arduous meetings with a lot of complex issues that she has to deal within her committee.

Thank you all very much. I know, I have said this before and I can’t say it enough, I am so enormously fortunate to be able to serve with these confident and outstanding individuals. It’s a real life’s pleasure for me to be able to do that.

Last November, Marjorie Soyugenc, former Director lost her by pulmonary illness that she had got for years. Marj had been a Director for 19 years in the corporation. She has been a Chairperson of the Social Responsibility Committee. It’s a committee that she dearly loved and did an outstanding job on that committee. It was one that she was really uniquely qualified to be the Chairperson of that because of her experiences President of Welborn Hospital, and President of Welborn Foundation.

When I think Marj, I think if someone who had a keen and reluctant, who was able to always get right to the point of an issue and ask the right question at the right time. I guess the (inaudible) I think Marjorie is a dignified and first class lady. For us Marjorie is a Director. We will really miss her most of us as of. The two remaining proposals that were in your proxy that required shareholder growth is the advisory non-binding proposal on Executive Compensation and the ratification of Crowe Horwath, as your outstanding independent audit company before our corporation.

I’m pleased to say that both of those proposals asked and so what includes the business portion of our meeting this morning. So I will adjourn the business portion. And a couple of other things I would like tell you chat with your about, one is just a couple of things that you will be really pleased to know if you hadn’t already heard. Institutional Shareholder Services better known as ISO, is an independent non-profit proxy advisory firm that looks at the proxies of 100s and 100s of public corporations, really bow down into these proxies and they take a look at each one who have executive compensation would make up shareholder risk and the audit function of each company and there is s a turn, risk of companies two the shareholders in that company.

Those kind of offer the rating, those kind of offer the rating goes between one which is a best way keeping here which means you had the lowest risk as any other companies they look at all the way up to 10, which is the worst you can get and the most risk, million other way to say it’s GE Money, 911 because we are in deep trouble.

And believe it or not when we looked at the 32 peer banks that we always compare ourselves to in regard to business issues throughout the whole year. The average for those peer banks, the average four was 5.42 versus our 1, and they were three of those banks that had 10.

I think that gave you some idea of how far we are of another one score. I think the year in a row from national banks then designated as one of most asset sales companies in the world.

We are in only 142 companies with this designation throughout the world and there is only one bank in the United States with this designation (inaudible). I can’t – it’s hard for me to understand the significance of the honor it is for your company to have this designation of one of the most ethical companies in the entire world. I conclude my presentation this morning, before I want to take just a quick moment to say thank you. Thank you for your support, loyalty and thank you for being shareholders with Old National Bancorp. My pleasure now to introduce to our President and CEO, Bob Jones.

Robert G. Jones

All these days, I’d like to be inside the room when we had the business portion, so I can really see what’s going when my (inaudible) sometimes. Let me begin by paralleling Larry’s remarks and thanking each and everyone of you for your support and thank you for being here. It’s not always first time you think I’m going to go to a shareholder meeting. But we do deeply appreciate your support and for those of you joined us on the internet, we appreciate your support as well. And I’ll just I guess, for one second; Larry does a wonderful job of thanking the board and thanking all of you. Let me on behalf of the Board and management thank you Larry for nine year of a tremendous job as our Chairman, 30 plus years as a Board member. I’ve said it before, we would not be here today if it were not Larry Dunigan. So Larry on behalf of all of us, thank you very much.

Is this our history with this meeting? We always start by recognizing the most important assets we have as a company and that’s our people. Last year your associates volunteered 93,000 hours in your community. It really made a difference. Last year, your company was awarded the volunteer match award which identified the best employee volunteer program in the country. I think that’s a real testament to your associates. They do a tremendous job and they make a real difference.

Today, I’m going to recognize four individuals who are kind of symbolic of everybody in the company and I’ll begin by recognizing Wayne Henning, volunteer of the year award winner. Wayne, I told you two things. You are supposed to sit next to the person that wins the award and you are supposed to smile. Mr. Old National, that’d be quite good, but anyways. Larry introduced Wayne and I think everybody here in Evansville clearly knows Wayne Henning. He is Mr. Old National. Wayne is the first one that calls when we do something good. He is the first one who defend us when it’s not so good. He still believes doing well and he is truly Mr. Old National.

In every year we like to recognize somebody that is kind of symbolic, kind of represents Wayne and this year we are proud to recognize Sam Taylor. Sam is here with his wife Lea, over here in the right. Lea, in my family I know that my wife does most of the work. So you could see stand with him if you want it. You’re like my wife, she wants to hide in the corner. So, yeah. Sam is a branch manager for us in Owensboro, Kentucky. He himself volunteered 360 hours last year mostly focused on financial literacy. His goal in Owensboro is to take those folks that maybe don’t have a good of graph for the financial mechanics of banking and saving and budgeting and all the things that are important to lift the most needy out of the challenges of poverty and he has taken upon himself to make that change. So Sam, thank you for all you do and I appreciate your efforts in Owensboro.

Next is our leader of the year. This is an individual that we think embellishes all the great characteristics of leadership that we like at Old National, represented by many of our board members and really folks that do make a huge difference for us. This year we are pleased to recognize Dan Doan. Dan is here with is wife Debby. I would describe Dan as a quite leader in storm. Every tough project we have, every challenging market that we have, we call Dan. So with this over 30 years, he has probably taken on every difficult task and done it with great results. Dan is in-charge of our markets in Terre Haute, Muncie, South Bend, Elkhart, Mishawaka, Columbus and Bloomington and does just an outstanding job in a, one of the best moments in my carrier is when we named, Dan as our leader there and I got to look back because this is only a few listener to winner, he just dropped his head and tears started rolling down. (Inaudible) shows the passion that he has with this company and we have for him, so Dan congratulations. That is our one vision CEO winner, this is the person that really represents the vision of the company, which is the BBBank in our local market. This year we are proud to recognize Herb Clickner, served as here with his wife Wanda.

All of those who read about the terrible Tornado in Harrisburg, Illinois ion February of last year. The first person on the seen was 5 in the morning was Herb Clickner. I spoken to Gregg and he said at the 11 Herb Clickner, I don’t know how we did gotten through this. We – our own building was damaged. Herb stood there dialed the overall money and he was safe, don’t worry, but we are going to make sure everything was taken care of. Herb organized our associates. Every weekend we would have folks are walking and cleaning and doing all the things was so important to make a difference in Harrisburg. And Herb, thank you for all your leadership.

Governor Pat Quinn, State of Illinois just recognized throughout the last week for the volunteer award, we are the only bank recognized, so Herb, thank you so much for your leadership. We really make for national special work team here. Every year, we like to recognize a team that has really made a difference in their community and this year we are pleased to recognize the team from Lazio markets and represented by Bob Smith, our Marketing President and Monica Philips, our Sales Manager in charge of our branches.

Our Lazio team adopted a program called WAC, Watered Adventure Camp for kids; it is the weekend camp for children with disabilities that allows them to go out and be in activities in the water whether its swimming or other activities, water skiing, (inaudible) a very small charity and they received a donation from us from our foundation for their efforts that they have given our money to WAC as well, so Bob and Monica thank you so much for our course. Again a round of applause for all our associates.

It is now my pleasure to kind of give you a glimpse backwards of 2012, first quarter of 2013 and refresh our strategy in your mind as a shareholder and I let you know how your company is doing. Again throughout my presentations, I may make statements that will be forward-looking in nature. I will identify these by words like would, could, should. They are our best estimates today, but in today’s economy and today’s challenges I can’t guarantee what I would say will necessarily come true, we will do our best, but it is an ever evolving world.

Let’s think about the banking landscape in 2012 and I could change the topic of slide and say 2013 since it hasn’t changed a lot. What we see is a very slow recovery in our economy. GDP last year averaged about 2%, not grade better than the negative that we had during the deep recession, but we are starting to see some recovery in our outcome, its not significant, but it does present challenges for banking, or you see it everyday and all the banks they continue to have some challenges. Interest rates, they’re your friend as a borrower, and now our friend as a bank, our low rates challenged the bank, even more of a challenges a yield curve that looks something like this. Our reserve is tipping low interest rate to almost zero, tenure yesterday was about 170, 176, very tough for banks to make money on a yield curve, it looks like that. So that presents challenges and you saw that a lot in the first quarter and lot of banks that release in the margin continue to get compressed.

Regulatory changes not less what we have affectionally called flat Tony, a flat Tony is Tony Aylsworth, who is our Head of Compliance, Tony is 5 ft 8, Tony has got 4 ft 4 of compliance changes thus from Dodd-Frank. In one year that’s just non an accumulation, this is what Tony and his staff deal with in one year, I took this today, we would pass flat Tony, and I will tell you folks is probably twice as much as that coming, it cost you - a shareholders got some money for us to do this, but Mr. Dunigan said early on we are in a speed of transparency in doing things right all the time.

We have taken a very proactive approach to make sure we doing it right, but again this is the challenge and this is real change, imagine smaller banks dealing with this same thing, they don’t have flat Tony, finally not a critical statement but clearly the Washington environment is difficult we are not seeing a lot of – bill get passed and we are not seeing a lot of leadership and we get a side of (inaudible), its present the real challenge particularly for bank. We would like to see some changes in that bank and return something we discussed to bring up the big bank. The variety of (inaudible) there was lot of small banks that was national and the other banks are approved in that part of the process and we are clearly paying the pain for it. And Jeff made a government relationship, does a great job of trying to educate our legislatives. It is a young cast and we will continue to try to do it but it’s got its challenges.

We are always responsible to really consistency. For all of you, I can look at capacity room and seen many people have being a lot of hanging. Once I promise you, because you are not going to get a new strategy today. We believe very firmly in our strategy and we are consistent which is, we are just an old fashioned basic bank. We are growing, we are growing today. You don’t do as well in the high growth economy, low growth challenging times, we outshine everybody. We believe that’s like politics, at overtime you win. Our strategy is we bring in deposits in Harrisburg. Bring in deposits and carbon, you end on money in carbon. Having money announced building on that money announced. It’s into those sales of those markets, we make a difference and that’s how we make our money.

Old fashion, it’s another George Bailey bank and Bailey has been a wonderful bank and that’s the old fashion bank and that’s what we believe and that’s what your board affirms. I think it’s a real testament to our boards of course to a distinct what the strategy. We got three strategic comparatives since 2004. First and foremost is to continually improve our risk profile. Banking at the end of the day is really how about managing the risk. We push you to make good loans; we’re going to take a lot of losses making sure you don’t take a lot of interest free risk.

You don’t expend the durations, staying around quite risk, all about managing risk. We invest heavily in the risk management, it makes a difference for your company. It’s not the sexiest thing in the world, but over the long-term, it’s going to make a big difference. Next is, you’re all about management discipline. How do we use your money as a shareholder? We use it properly to make sure you get the best return by doing what's right with the dollars to give us in capital. Are we taking the expense money in doing what’s properly would be defensive? Doing things for the long-term and making sure that we can make a difference.

We finally add commitment to you and you’re free to take imperatives is really consistent quality earnings. We want to make sure what we provide you as a shareholder is there for the long-term. We’ve also been working very hard over the last 8 plus year to realign our franchise to move from some of our lower growth markets and invest in some higher growth markets. It really allows us to get a little bit of growth trajectory as a company and to build market share.

In the date, banking is again managing risks, but it’s also by market share. The new and dominant bank like we are in Harrisburg or Evansville, (inaudible) market, it makes a difference because you generally get that first aid bag on about every credit you want to look at, you have the ability to get most of the opportunities; market share doesn’t make a difference and we work really hard. A good definition of that landscape of what we try to change, if you look at the colors and I don’t expect you to be able to look at all this, but over the last eight years, we have consolidated or closed over hundred branches.

It looks like markets, we had looked at opportunities, we’ve looked at customer behavior and said, there is a different way to serve this client, a better way to serve the client or this is a market that has clearly changed and we consolidate over 100 branches. We’ve looked at markets and said you know our model just doesn’t work here or we don’t have enough presence in this market. In Illinois we had one branch, hard to compete with one branch. But still Tennessee, we didn’t have many branches, awfully hard to compete. It didn't [work] our strategy although when we acquired Integra branches, [Bancorp] branches now (inaudible) when our company unlikely the another bank in country, another one in Chicago.

When we see the big restaurant being payment but must be the physical banking market in the country. Leading one in Chicago. And finally data number of acquisitions in hard of those markets. Requiring banks in [Southern] increased our presence in Indiana plus increased our presence in Bloomington so when the Number 1 market share we brought a bank in Columbus Indiana and we have the Number 2 of the lot of traction in the great market so. We try the even best of [directors] from though sale from consolidations in the better growth market. This is the map in 2004 you can see a heavy concentration offers Indiana gathering upon Central Indiana in addition concentration around the monthly market. Daily bank with [site] much heavier concentration on the I65 quarter those growth markets of Columbus, not it’s the Bloomington, heavy investment in Northern Indiana a recent announce the acquisition in Southwest Michigan I talk about a little bit. you can see the franchise is change to dramatically.

And, I think is part of leaving you’re seeing the stronger earnings of your company. You think about the landscape think how you done that, what are the taxes crashed in 2012. Thanking one and one when focused on core net income after we make more money for our shareholders, also provide more value to our shareholders by (inaudible). Term loan going down interest income to our insurance, so it was investment area service charges how will make more money and if the same time moderate expenses of cut not reduce and not the way of and how do you moderate your expenses and make sure we can make more money and in secondly we have a confident, real confidence in doing mergers and acquisitions and it has worked very well for us.

Only need to look at Bloomington, Indiana as a great example where it’s worked very well. We’ve gone from an all-terrain in Bloomington to the dominant bank in Bloomington. A year ago in Bloomington we generated about $600,000 in commercial loans. This last quarter was over $20 million in commercial loans. That’s what market share does to you, that’s what our ability to do mergers and acquisition has done to create long-term shareholder value for you. Larry mentioned Alan Braun. Many of you in Evansville will Alan. A part of the responsibility of Alan’s Finance Committee is to look at our M&A and make sure we are bidding right, we are doing what’s right for the shareholder. Any of you who ever had the pleasure of dealing with Alan, I can guarantee that everyday he is looking out to your need as a shareholder and there is no one better making sure we are doing right on the financial stand.

So how do we do last year? We had net income of $91.7 million, it’s the highest year company’s earned since 2002 with a 26% increase over last year. Please remember last year in 2011 we had a 90% increase over 2010. So clearly the trajectory for earnings has gotten significantly better for your company. Loan growth is 7% in our organic loans. One the challenges that we had in the early part of 2004 through 2010, we couldn’t grow along, part of that was the recession, part of it some changes we had to make in our delivery model. So we didn’t do a great job of growing loans.

Last year we originated almost $1.8 billion in loan, the highest amount of loans in anyone’s memory of origination and again just a great effort by all the folks in our field.

A return on year equity 8.34, the highest since 2008 and probably the number I look at it a little more return on assets and that was 104, which is the highest since 2003. But clearly your company had a very strong year last year, the growth estimates to the associate that are here in this room. I’m sure that some of you are sitting (inaudible) grew strong, you do in town, credit crisis as you know this kind of environment passed once before. Last year our net charger offs was 17 basis points, $0.21, best in your company since 1999.

So we didn’t sacrifice credit quality for the growth and we will tell you that if you go back to that first strategic imperative that forth. I left the room and ask the folks that you get lending of credits I understand our cultures, we are conservative to provide your benefits, I believe not a lot of progress.

Also last year completed our acquisition of Indiana Community Banc in Columbus, Indiana. And we are now the number two in Columbus those who probably know the State of Indiana better than about anybody. So Columbus Indiana arguably is the best marketing in the state.

Headquarters of Cummins, great environment the unemployment rates below 6%. We have a lot of job growth in the Columbus and we got a great franchise with great people, we’re very influenced by what we have in the Columbus Indiana market.

And again them (inaudible) I65 portal in a nice way for us. We also announced that acquisition of pending acquisition of the Bank of America branches at 23 locations going to double our presence in South Bend and Elkhart and add 20 locations in Southwest Michigan, media leverage at Michigan, Detroit. We are obvious, we are in the Southwest corner we are not close to Detroit and then a great Detroit for plenty of reason, I was born in Detroit in Michigan, but Southwest Michigan looks a lot like Columbus, Bloomington, Indianapolis and Evansville.

It is Indiana that’s the choice, rate growth prospects I probably assume Michigan unemployment 6.1% it looks a lot like Bloomington. Our account having emphasis on health sciences having emphasis on economic development go all over Holland. There is an awful lot of growth and we have the real opportunity we believe to be (inaudible) bank in these markets because most of the banks have wealth. A large bank will say, we don’t want to be part of Michigan, we are getting out of here and there is a lot of small banks we can come out and has real opportunity to be very successful and again to back an original point we have great people and the folks at Bank of America are going to fit in very, very well.

While I’ll show you how your stock perform, this shows you a couple of things, one is we perform right about in the middle, a couple of points I’ll make in the slide. This is very important to all of us, because this is how we did judge in our long-term incentive. 75% of our long term incentive is based on this chart, better our stock performs the more I get paid. I can assure that everyday I wake up 30 times a day I am checking the stock price. I know that the single most important job I have as a CEO, anybody else in this room, my associates go job to revenue, low income my job is to do this.

Last year right now 40% of the analysts have filed their stock by recommendation. I believe strongly and national the other 60% to hold you stock. Also as Mike mentioned, I think she is having (inaudible) who runs the Investor Relations program in the back of the room would gain on the top three Investor Relations Programs in the country were all small cap companies. And it’s the world testament to the thing that really pass around the beginning about our transparency in doing what’s right for investors. We are off to a good start in 2013, our first quarter net income grew 10% over first quarter of 2012 having the best use of the quarter as we go along 8.3% and also I’ve not probably talked about our pipeline continues to grow. In fact two of the most important on the company are here right now, because it has some loans to approved above and mostly who runs our bank and [Bill Morris] who runs our credit group are upstairs on the 8th floor we’re doing a lot of credit. With a choice between dealing with you, approving deals and (inaudible) I made the choices as to approve loans and make money. Our answer to credit question if we have any.

Very important to have them in albeit of the recession, and I mean this is another point. If you think about the growth so we talk about the loan originations last year $1.8 billion our originations in the first quarter 2013 were up 69% in the first quarter of year ago. Some are the reflections of the comment and probably more reflection of that market share which were talking about and also the quality of our people. We’re really after this, (inaudible) world that are really making a difference so that’s good.

Management expense under (inaudible) leadership is been well controlled and again income first quarter up 10%, so I think that’s a real sound story. Unfortunately the market didn’t react as well as you’d like. We always hate this first quarter announcement because you know I am going to stand in front of you and talk about this. So you know we touched the stock price off and the analysis on the private equity and (inaudible).

So this is our performance for the first quarter, we’re actually too late to close with our peers and we feel to stick to a point. The market had a bit of a negative reaction learning a lot of complexity in this company earnings has now or FDIC public loans and all these things jumped and it’s difficult to understand. But once the gap understand, as we put this slide up as of yesterday for almost a tier level again.

I said I hit the rain change the slide but that’s not the way we do things in this company and it’s probably lost every time, but probably before the annual meeting. It started off probably between next years annual meeting and we hope that it will get back. But again we are all disappointed, frustrated with the action of the market. We’ve done a lot of education posts during, I think you’ve seen the last few days, our stock had come back.

Cash yield linear stock slight above 3 or 3.26. We did get about 10% increases in the dividend this year, again right in line with our peers in terms of the dividend. Again, if you back to the first slide we talk about consistency. You’ve heard me say long-term a lot. I think the best way to look at your company as a shareholders is really to look at the value overtime and this is a five year look at your stock performance where the blue line that’s relative flat, as you look at this versus the two bottom line the green and the orange, that would be the F&L bank peer group and would also all the New York stock exchange financial institution so, over five years, we have out performed banks. Again, it’s a longer deal. We all understand the value of our share price. We all are significant holders can see over five years we have outperformed banks again as a longer view, we all understand the value of that share places.

We all are significant holders of your shares as much as you are, so we understand again, I think this is a good way to look at that. Now this is your meeting. This is your opportunity to ask whatever is on your mind and we will answer the questions or if you just statements you want to make, please feel free. We’ve got microphone. All we ask is that you use the mic because we want to make sure that folks on the internet can hear – the questions not always repeat itself. Questions, comments?

Larry E. Dunigan

Hey, there’s reflection up stairs on the eighth floor I will be there. So if you didn’t feel like that you wanted to ask a questions here, gladly, I’ll have the name tagged on. If you don’t recognize, I’ve got the pink tie, I’m the guy with the pink tie. But please feel free to ask me a question, very excited, I don’t want to repeat it. Thank you very much for your support and we’ve come a long way with your guidance and you support and the future is bright for your company and it’s because of you associated, because of the associates, because you and mostly it’s because of the straight Board of Directors.

Thank you much for your time and efforts and we’ll see you all.

Question-and-Answer Session

[No Q&A session for this event]

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