425

Filed by Old National Bancorp

Pursuant to Rule 425 under the Securities Act of 1933

Subject Company: LSB Financial Corp.

SEC Registration Statement No.: 333-197258

The following presentation slides were reviewed by the executive officers of Old National Bancorp (“Old National”) in connection with Old National’s conference call on July 28, 2014 announcing the financial results for the quarter ended June 30, 2014 and the pending acquisition of Founders Financial Corporation.

*        *        *


Old National Bancorp
Second-Quarter 2014 Earnings
and Intent to Acquire Founders
Financial Corporation
July 28, 2014


Lynell Walton
Investor Relations


3
Additional Information for Shareholders of Founders Financial Corporation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or
a solicitation of any vote or approval.  In connection with the proposed merger, Old National Bancorp (“Old
National”) will file with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form
S-4 that will include a Proxy Statement of Founders Financial Corporation (“Founders”) and a Prospectus of
Old National, as well as other relevant documents concerning the
proposed transaction.  Shareholders are
urged to read the Registration Statement and the Proxy Statement/Prospectus regarding the merger when it
becomes available and any other relevant documents filed with the SEC, as well as any amendments or
supplements to those documents, because they will contain important information.  A free copy of the Proxy
Statement/Prospectus, as well as other filings containing information about Old National, may be obtained at
the SEC’s Internet site (http://www.sec.gov).  You will also be able to obtain these documents, free of charge,
from Old National at www.oldnational.com under the tab “Investor Relations”
and then under the heading
“Financial Information.”
Old National and Founders and certain of their directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders of Founders in connection with the proposed
merger.  Information about the directors and executive officers of Old National is set forth in the proxy
statement for Old National’s 2014 annual meeting of shareholders, as filed with the SEC on a Schedule 14A
on March 14, 2014.    Additional information regarding the interests of those participants and other persons
who may be deemed participants in the transaction may be obtained by reading the Proxy
Statement/Prospectus regarding the proposed merger when it becomes available.  Free copies of this
document may be obtained as described in the preceding paragraph.


4
Additional Information for Shareholders of LSB Financial Corp.
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or
a solicitation of any vote or approval.  In connection with the proposed merger, Old National Bancorp (“Old
National”) has filed with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form
S-4 (Registration Statement No. 333-197258) that includes a preliminary Proxy Statement of LSB Financial
Corp. (“LSB”) and a preliminary Prospectus of Old National, as well as other
relevant documents concerning
the proposed transaction.  The SEC declared the Form S-4 Registration Statement effective on July 23, 2014. 
A definitive Proxy Statement/Prospectus will be mailed to shareholders of LSB.  Shareholders are urged to
read the Registration Statement and the definitive Proxy Statement/Prospectus regarding the merger and any
other relevant documents filed with the SEC, as well as any amendments or supplements to those
documents, because they will contain important information.  A free copy of the definitive Proxy
Statement/Prospectus (when available), as well as other filings containing information about Old National and
LSB, may be obtained at the SEC’s Internet site (http://www.sec.gov). You will also be able to obtain these
documents (when available), free of charge, from Old National at
www.oldnational.com under the tab
“Investor Relations”
and then under the heading “Financial Information”
or from LSB by accessing LSB’s
website at www.lsbank.com under the tab “About”
and then under the heading “Investor Relations.”
Old National and LSB and certain of their directors and executive officers may be deemed to be participants
in the solicitation of proxies from the shareholders of LSB in connection with the proposed merger. 
Information about the directors and executive officers of Old National is set forth in the proxy statement for
Old National’s 2014 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 14,
2014.  Information about the directors and executive officers of
LSB is set forth in the proxy statement for
LSB’s 2014 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 14, 2014. 
Additional information regarding the interests of those participants and other persons who may be deemed
participants in the transaction may be obtained by reading the definitive Proxy Statement/Prospectus
regarding the proposed merger when it becomes available.  Free copies of this document may be obtained as
described in the preceding paragraph.


5
Forward-Looking Statement
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, statements about the expected
timing, completion, financial benefits and other effects of Old National’s proposed mergers with United Bancorp,
Inc. (“United”), LSB Financial Corp. (“LSB”) and Founders Financial Corp.  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: expected cost savings, synergies and other financial
benefits from the proposed mergers might not be realized within the expected timeframes and costs or
difficulties relating to integration matters might be greater than expected; the requisite shareholder and
regulatory approvals for the proposed mergers with LSB and Founders might not be obtained; market,
economic, operational, liquidity, credit and interest rate risks
associated with Old National’s businesses;
competition; government legislation and policies (including the impact of the Dodd-Frank Wall Street Reform
and Consumer Protection Act and its related regulations); ability of Old National to execute its business plans
(including its pending acquisitions of United, LSB and Founders); changes in the economy which could
materially impact credit quality trends and the ability to generate loans and gather deposits; failure or
circumvention of our internal controls; failure or disruption of
our information systems; significant changes in
accounting, tax or regulatory practices or requirements; new legal obligations or liabilities or unfavorable
resolutions of litigations; other matters discussed in this presentation and other factors identified in our 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 does not undertake an obligation to release revisions to
these forward-looking statements to reflect events or conditions after the date of this presentation.


6
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.


7
Executing the Plan –
2Q14 Highlights
Continued
execution
of
our
M&A
strategy
of
adding
higher-growth
markets
Continue to
Grow Core
Revenue
Organic
loan
growth
of
$139.6
million
,
or
11.4%
annualized,
over
1Q14
and
growth
of
$214.0
million
,
or
4.0%,
from
2Q14
Total
revenue
growth
of
4.1%
from
2Q13
Organic growth in Banking, Wealth Management and Insurance
Reduce
Operating
Expenses
Transform
the
Franchise
Into Higher-
Growth
Markets
Operational expenses   declined $.5 million from 2Q13
Tower
cost
savings
of
35%+
on
track
as
announced
50%
to
be
realized
in
2
nd
half of 2014
Expected United Bancorp, Inc. cost savings of 32% forecasted on track as
announced
25%
to
be
realized
in
2014
1
Excluding change in FDIC covered loans, loans acquired in acquisitions and loans sold
2
Excluding changes in securities gains, accretion income and  amortization of the indemnification asset
3
Refer to slide 13 for definition of operational expenses
Ann Arbor, MI –
Anticipate closing United Bancorp, Inc. acquisition –
July 31,
2014
Fort Wayne, IN –
Tower acquisition closed and fully converted
Lafayette, IN –
Announced pending acquisition of LSB Financial Corp.
Grand Rapids, MI –
Announced pending acquisition of Founders Financial Corp.
1
1
2
3


8
2Q14 Financials
Net income of $18.8 million or $.18 per share
Included in 2Q14 are the following items
$6.3 million in pre-tax merger and integration
charges
$10.5 million unfavorable pre-tax change in
indemnification asset
$.8 million pre-tax in other expense items
$1.0 million unfavorable income tax adjustment


Chris Wolking
Chief Financial Officer


10
Adjusted Income
Strong Growth
$ in millions
1
$89.9
$100.4
$117.0
$61.5
2011
2012
2013
YTD June 30, 2014
Adjusted income represents income before taxes less accretion income, change in indemnification
assets, merger/integration expenses and costs associated with branch divestitures
CAGR of 14.1%
from 2011 to
2013
CAGR of 13.4%
from 2011 to
1H2014
1
Non-GAAP financial measure which Management believes is useful in evaluating the financial results of the Company – see Appendix for Non-GAAP reconciliation


11
Total Revenue
Increasing Core Revenues
$ in millions
Growth of $4.5
million, or 4.1%,
2Q13 to 2Q14 in
core revenue
$123.6
$123.5
$122.4
2Q13
1Q14
2Q14
Accretion Income
Revenue Less Securities Gains, Accretion Income and Amortization
Amortization of Indemnification Asset
of Indemnification Asset


12
Net Interest Margin
1
2Q13
1Q14
2Q14
Total NIM
3.97%
4.22%
4.07%
Tower Accretion
N/A
N/A
0.06%
IN Community Accretion
0.29%
0.33%
0.15%
Integra Accretion
0.32%
0.48%
0.56%
Monroe Accretion
0.07%
0.05%
0.04%
ONB Core²
3.29%
3.36%
3.26%
3.97%
4.22%
4.07%
Fully taxable equivalent basis, non-GAAP financial measure which Management believes is useful in evaluating the financial results of the Company – see
Appendix for Non-GAAP reconciliation
ONB Core includes contractual interest income of Monroe, Integra and IN Community loans
N/A – Not applicable
1
2


13
$ in millions
Noninterest Expense
Well Controlled
*Other Expenses include:
In 2Q13, $1.3 million impairment on property held for sale, $.6 million for the BSA/AML project, a $.5 million
litigation settlement, $.3 million for ATM/branch optimization, $.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 $.4 million in professional fees related to the real estate tax refund
In 2Q14, $.4 million in accelerated retirement expenses and $.4 million in state tax receivable write-off
2Q14 operational
expenses include
$.8 million in annual
merit increases
Anticipated
acquisition costs in
3Q14 of $3 million to
$5 million
($1.9)
($0.4)
$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


14
Change
in
Net
Interest
Income
1
Interest Rate Sensitivity
1
Comparisons from flat rates, which assume stable rates and a stable balance sheet.  These scenarios do not take into account changes in customer behavior that
could result in changes to mix and/or volumes in the balance sheet.
0.46%
-
-3.36%
-5.18%
-2.55%
-3.34%
3.41%
1.54%
1.13%
1.45%
1.26%
1.67%
1.68%
2.19%
2.24%
2.36%
3Q12
1Q13
2Q13
3Q13
4Q13
1Q14
2Q14
NII 200 Up
NII Forward
0.08%


15
Tangible Common Book Value
1
Acquisition
Of Integra
Bank From
FDIC            
7-29-11
Acquired IN
Community
Bancorp 9-15-12
Acquired Bank of
America
Branches 7-12-13
Acquired Tower
Financial
Corporation     
4-25-14
Originally
estimated
TBV at Tower
close of $7.68
2Q11
2Q12
2Q13
2Q14
$7.79
$8.35
$8.23
$7.85
$8.08
$7.92
1
Non-GAAP financial measure management believes is useful in evaluating the financial results of the Company – see Appendix for Non-GAAP reconciliation


Jim Sandgren
Chief Banking Officer


17
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
End of period balances -
$ in millions


18
36.5%
34.0%
36.6%
39.9%
2Q13
1Q14
2Q14
Commercial Line Utilization
$254
$335
$349
$160
$131
$83
$93
$58
$98
$507
$524
$530
2Q13
1Q14
2Q14
Commercial Loan Pipeline
Discussed
Proposed
Accepted
Commercial Loans
$ in millions
2007-2008 Average


19
$0.6
$6.4
$7.5
2Q13
2Q14
Wealth Management
Fee-Based Business Revenue
$ in millions
$4.1
$4.1
2Q13
2Q14
Investments
$9.3
$9.8
2Q13
2Q14
Insurance


Daryl Moore
Chief Credit Officer


21
Net Charge-Offs / Provision
$ in millions
1
Excludes FDIC-covered loans
0.01%
-0.02%
0.01%
0.51%
-0.39%
1.94%
2Q13
1Q14
2Q14
Non-Covered
Covered
2Q13
1Q14
2Q14
Consolidated NCOs
0.04%
(0.03%)
0.07%
Provision for Loan
Losses
1
($3.3)
($0.4)
$1.1
Consolidated Provision
for Loan Losses
($3.7)
$0.0
($0.4)


22
$ in millions
1
Loans less those acquired through the Tower Financial transaction
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
$98.8
2Q13
1Q14
2Q14
Special Mention Loans
$68.9
$85.7
$107.2
$99.5
1
2Q13
1Q14
2Q14
Substandard Accruing Loans
$129.5
$84.8
$96.7
$75.9
1
2Q13
1Q14
2Q14
Substandard Nonaccruing + Doubtful
Loans
1


Bob Jones
Chief Executive Officer


24
Update on Acquisitions
Michigan / Northern Indiana Branches
Tower Financial Corporation
Fort Wayne, IN
United Bancorp, Inc.
Ann Arbor, MI
LSB Financial Corp.
Lafayette, IN


25
ONB to Acquire Founders Bank & Trust
ONB
UBMI
1
LSBI
1
FB&T
Founders Bank & Trust offers 4 branches,
$466 million in total assets and $378
million in deposits
2
in Grand Rapids,
giving ONB a strong opportunity to enter
this vibrant market
Includes $353 million in assets under
management
Expansion in Grand Rapids is a key part
of ONB’s strategy
Consistent with ONB’s goal of
transforming the franchise into higher
growth markets
Significantly enhances ONB’s
presence in the second largest MI
market
1
Pending branches from United Bancorp, Inc. and LSB Financial Corp. transaction
2
As of June 30, 2014, per Company documents


354,530
163,845
80,847
424,258
1,017,542
332,269
209,563
Ann Arbor
Bloomington
Columbus
Fort Wayne
Grand
Rapids
Kalamazoo
Lafayette
Promising Markets
Using U.S. census data, SNL Financial June 30, 2013 FDIC market share data
Grand Rapids, Michigan
Large employers in Grand Rapids area
2014 Population
Total
Deposit
Rank
Institution Name
Total
Active
Branches
Total
Deposits
($000)
Total Deposit
Market
Share (%)
1
Fifth Third Bancorp
42
2,949,671
23.19
2
Wells Fargo & Co.
1
2,103,751
16.54
3
JPMorgan Chase & Co.
29
1,573,960
12.38
4
Huntington Bancshares Inc.
26
1,260,726
9.91
5
Mercantile Bank Corp.
6
918,269
7.22
6
Chemical Financial Corp.
11
507,546
3.99
7
Macatawa Bank Corp.
12
480,586
3.78
8
Comerica Inc.
9
399,327
3.14
9
Founders Financial Corp.
4
386,458
3.04
10
PNC Financial Services Group Inc.
14
314,577
2.47
Market Total
203
12,718,619
100.00
Kent county market share
26
Second highest population in Michigan
May, 2014 unemployment rate of 5.4%, compared to the
national rate of 6.3%
Ranked 24th in Forbes’
2013 “Best cities to find jobs”


Loan credit mark estimated at $11.1 million, or 3.0% of total gross loans
Loan interest rate market estimated at $11.4, or 3.1% of total gross loans
Projected capital ratios exceed “well-capitalized”
guidelines
Transaction with established and complementary customer base and
business mix
Retention of key management members
Positive relationship with Founders management and board
Transaction Rationale
Compelling
Strategic
Rationale
Meaningful extension to Grand Rapids that strengthens ONB’s overall Michigan footprint by reinforcing its high-quality
markets
Adds 4 full-service branches with $378 million in deposits and $355
million in loans
Further distances ONB from the $10B Durbin threshold with over $12.1B in pro forma assets
Well-defined, achievable operating efficiencies that drive enhanced operating leverage and profitability
Financially
Attractive
Allows Old National to prudently and accretively deploy excess capital, based upon conservative assumptions
Approximately $1.7 million, $.02 per share, accretive to 2015 earnings
Approximately $9.5 million to $12.5 million, or $.05 to $.07 per
share, thereafter
Tangible book value dilution of approximately 4.2% at closing
Tangible
book
value
earn
back
period
of
approximately
5.25
years
(inclusive
of
$7.8
million
in
acquisition
costs)
Expected to create goodwill and intangibles of approximately $58.4 million
Expected cost savings of 30% -
anticipate 67% realized in 2015 and 100% realized in 2016
Low Risk
Opportunity
Consideration
of
3.25
common
shares
of
ONB
+
$38.00
per
share
in
cash
(fixed)
for
each
common
share
of
Founders
assuming ONB price of $13.87 (closing price as of July 25, 2014)
Approximately
54%
stock
/
46%
cash
Assumes
3.4
million
shares
of
ONB
common
stock
issued
210% price / tangible book value (6/30/14) and 15.0x P/2013 earnings
1
The exchange ratio is subject to adjustment under certain circumstances as provided in the merger agreement.
2
Defined as the number of years for pro forma TBV per share to exceed stand-alone projected TBV per share, inclusive of acquisition costs
27
Financial data as of June 30, 2014, per SNL Financial and Company documents — assumes merger and  acquisition charges to be booked 50% prior to close, 50% in 2015
Implied
transaction
value
of
approximately
$83.08
per
Founders
share
and
$88.2
million
in
the
aggregate,
1
2


Old National Bancorp
Thank You
Q&A


Old National Bancorp
Appendix


30
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 IN
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 182 + 27 pending
Sold 22
Consolidated 128
Acquired Tower
Financial –
Enhancing Ft.
Wayne, IN
presence April,
2014
Transforming Old National’s Landscape
Pending
acquisition of
United
Bancorp , Inc.–
Entry into  
Ann Arbor, MI
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


31
Balance Sheet Mix as of March 31, 2014
1
Excludes purchase accounting adjustments
Per SNL Financial/company documents as of March 31, 2014, including Tower and pending United Bancorp, Inc. and LSB Financial Corp. transactions
Yield on Loans: 5.16%
Total Loans: $6,407,379
Yield on Loans: 4.58%
Total Loans: $346,482
Yield on Loans: 5.13%
Total Loans: $6,753,861
Cost of Deposits: 0.23%
Total Deposits: $8,962,261
Cost of Deposits: 0.59%
Total Deposits: $378,559
Cost of Deposits: 0.24%
Total Deposits: $9,340,820
Pro Forma
1
Founders Bank & Trust
Old National Bancorp
1
Pro Forma
1
Old National Bancorp
1
Founders Bank & Trust


32
Covering Durbin
Anticipated 2015 earnings per share accretion from recent acquisitions
1
:
Tower Financial Corp.     $.08 to $.10
United Bancorp                    $.06
LSB Financial Corp.             $.03
Founders Financial Corp.     $.02
Durbin amendment expected to impact earnings $.04 to $.07 per share after-
tax on an annualized basis
Actual 2015 Durbin impact expected to impact earnings $.02 to $.04 per share
after-tax (due to July 1
st
, 2015 effective date)
$.19 to $.21 cumulative accretion
Our recent acquisitions are expected to cover our
anticipated Durbin impact
1
Anticipated earnings accretion  at each respective deal’s announcement date


Interest Rate Curves
0%
1%
2%
3%
4%
5%
6%
1M
2M
3M
4M
5M
6M
9M
1Y
1.5Y
2Y
2.5Y
3Y
4Y
5Y
7.5Y
10Y
15Y
20Y
30Y
Up 200 vs. Base
Base
Up 200
0%
1%
1%
2%
2%
3%
3%
4%
4%
1M
2M
3M
4M
5M
6M
9M
1Y
1.5Y
2Y
2.5Y
3Y
4Y
5Y
7.5Y
10Y
15Y
20Y
30Y
Forward Curves
6/30/2014
6/30/2015
6/30/2016
33


Investment Portfolio
1
Includes market value for both available for sale and held to maturity securities
34
$ in millions
Federal National Mortgage Association
$417.1
$423.7
Federal Home Loan Mortgage Corporation
161.4
213.1
Federal Farm Credit Bank
75.8
76.7
Federal Farmer Mac
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
Other Securities
$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
Book
Value  
Mar. 31,
2014
Book
Value  
June 30,
2014
Market
Value
1
Mar. 31,
2014
Market
Value
1
June 30,
2014
Market
Value $
Change


35
Investment Portfolio
1
Money market investments includes balances in the Federal Reserve Bank Account
$ in thousands
Effective
Duration
Mar. 31,
2014
Effective
Duration
June 30,
2014
Book
Value  
Mar. 31,
2014
Book
Value  
June 30,
2014
Money Market Investments
1
0.01
0.01
$12,827
$15,958
Treasuries
1.84
2.37
15,560
11,025
Agencies
4.03
3.55
674,709
804,063
Pools
2.47
2.28
523,766
485,074
CMOs
3.68
3.43
776,396
768,368
Municipals
7.75
7.34
819,022
951,847
Corporates
2.46
3.11
137,032
135,886
ABS
1.06
1.29
169,979
189,307
Totals
4.40
4.25
$3,129,291
$3,361,528


36
Average Total Loan Trends
$ in millions
1
Includes both covered and non-covered loans
1
$4,839
$4,826
$4,904
$345
$244
$222
$254
$5,184
$5,070
$5,380
2Q13
1Q14
2Q14
Core ONB
Integra Bank
Tower Financial Corp.


37
Loan Portfolio at June 30, 2014
$ in
millions
period-end
balances
$21.6 Comml, $51.0 CRE, $73.5 Consumer, $25.0 Resi Mortg
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
Commercial
27%
Commercial
Real Estate
24%
Consumer
15%
Residential
Mortgage
26%
HELOC
5%
Covered Loans
(Integra)
3%


38
Covered Assets / Risk Grades
On
this
portfolio
of
covered
loans*,
the
FDIC
will
reimburse
Old
National
for
80%
of
the
losses
up
to
$275.0
million, 0% of losses from $275.0 million up to $467.2 million and 80% of losses in excess of $467.2 million.
2Q13
1Q14
1Q14
Loans 90+ Days & Over
$-
$-
$0.1
Grades 1 through 6 - Pass
$89.1
$56.7
$46.1
Special Mention
14.0
7.5
6.5
Substandard Accruing
6.6
2.7
3.0
Nonaccruing + Doubtful
60.3
24.6
19.0
Retail Loans
118.6
102.7
98.5
Total Covered Loans
$288.6
$194.2
$171.1
Other Real Estate Owned
$23.1
$12.9
$11.2
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
$ in millions – period-end balances
*Covered loans shown net of $70.5 million discount


39
Credit Quality –
Excluding Covered Loans
See Appendix for definition of Peer Group
1
As a % of end of period total loans
Peer Group data per SNL Financial
1.07%
0.85%
2Q13
1Q14
2Q14
30+
Day
Delinquent
Loans
1
ONB
Peer Group Average
0.44%
0.30%
2Q13
1Q14
2Q14
90+
Day
Delinquent
Loans
1
ONB
Peer Group Average


40
Credit Quality –
ALLL and Mark Summary
$ in millions
1
Non-GAAP financial measure which Management believes useful to demonstrate that the remaining discount  considers credit risk and should be included as part
of total coverage         N/A = not applicable
At June 30, 2014
ONB
Legacy
Monroe
Integra
IN
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
$180.4
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%
Loan Balance
1
0.86%
7.41%
29.53%
13.56%
6.92%
3.18%
Allowance For Loan and Lease Loss/Loan Mark Summary


41
CD Maturity Schedule
Represents CD maturities at June 30, 2014
Bucket
Amount      
($ in 000’s)
Rate
0-30 days
87,962
0.55%
31-60 days
70,228
0.66%
61-90 days
66,387
0.48%
91-120 days
51,787
0.47%
121-150 days
47,046
0.43%
151-180 days
51,746
0.47%
181-210 days
33,767
0.82%
211-240 days
28,877
0.89%
241-270 days
39,501
0.69%
271-300 days
36,968
1.08%
301-330 days
25,155
0.49%
331-365 days
24,460
0.44%
1-2 years
178,380
1.47%
2-3 years
142,225
3.07%
3-4 years
33,266
1.13%
4-5 years
36,269
0.94%
Over 5 years
30,905
1.90%


42
Capital Ratios
See Appendix for definition of Peer Group
Peer Group data per SNL Financial
$ in millions
1
See Appendix for Non-GAAP reconciliation
Tangible Common Equity – 3/31/2014
$808.4
2Q Earnings
18.8
2Q Dividend
(11.6)
Issuance of Shares from 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%
2Q13
1Q14
2Q14
ONB
Peer Group Average
8.7%
8.8%
8.4%
8.1%
8.4%
2Q13
1Q14
2Q14
Tangible Common Equity to Tangible
Assets
ONB
Peer Group Average
1
Tier 1 Risk-Based Capital Ratio 


43
Noninterest Income
$ in millions
$(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, Mortgage
and Investments
Other Income
Service Charges on Deposits
Amortization of Idemnification Asset


44
Non-GAAP Reconciliations
$ in millions
2011
2012
2013
YTD June 30,
2014
Total Revenues
$455.8
$498.6
$502.2
$248.1
Less: Provision for Loan Losses
($7.5)
($5.0)
$2.3
$0.4
Less: Noninterest Expense
($348.5)
($365.8)
($362.0)
($186.4)
Taxable Equivalent Adjustment
$11.8
$13.2
$16.9
$8.2
Pre-tax Income (FTE)
$111.6
$141.0
$159.4
$70.4
Less: Total Accretion
$36.9
$57.5
$59.0
$35.5
Change in IA
($0.4)
$3.4
$9.3
$17.8
Mergers/Integration Expenses
$16.9
$7.9
$5.9
$8.9
Branch Divestitures
($1.2)
$5.7
$1.4
$0.0
Adjusted Income
$89.9
$100.4
$117.0
$61.5
2Q13
1Q14
2Q14
Total Revenues
$125.4
$124.0
$124.1
Less: Provision for Loan Losses
$3.7
$0.0
$0.4
Less: Noninterest Expense
($86.9)
($88.3)
($98.1)
Pre-tax Income
$42.2
$35.7
$26.4
Add: Provision for Loan Losses
($3.7)
$0.0
($0.4)
Pre-Tax, Pre-Provision Income
$38.5
$35.7
$26.0
Less: Securities Gains/Losses
($1.8)
($0.5)
($1.7)
Add: Merger and Integration Expenses
$0.9
$2.4
$6.3
Pre-Tax, Pre-Provision Income, Net of Securities Gains                      
and Merger and Integration Expenses
$37.6
$37.6
$30.6


45
Non-GAAP Reconciliations
$ in millions
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%
Net Income
$28.5
$26.5
$18.8
After-Tax Intangible Amortization
1.5
1.5
1.7
Tangible Net Income
$30.0
$28.0
$20.4
ROTCE
14.95%
13.84%
9.76%


46
Non-GAAP Reconciliations
$ in millions
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
Risk Weighted Assets
$5,640.7
$5,729.5
$6,339.2
Tangible Common
Equity to Risk Weighted
Assets
14.23%
14.11%
13.22%
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
Common Shares Issued
and Outstanding at
Period End
100,881
100,084
105,851
Tangible Common Book
Value
$7.96
$8.08
$7.92


47
Non-GAAP Reconciliations
$ in thousands
2Q13
1Q14
2Q14
Net Interest Income
$79,191
$83,478
$84,482
Taxable Equivalent Adjustment
4,243
3,931
4,256
Net Interest Income – Taxable Equivalent
$83,434
$87,409
$88,738
Average Earning Assets
$8,406,635
$8,276,267
$8,730,063
Net Interest Margin
3.77%
4.03%
3.87%
Net Interest Margin – Fully Taxable
Equivalent
3.97%
4.22%
4.07%


48
Non-GAAP Reconciliations
$ in thousands
Efficiency Ratio - As Reported
2Q13
1Q14
2Q14
Net Interest Income (FTE)
$83.4
$87.4
$88.7
Noninterest Income Less Security Gains
44.4
40.1
38.0
Revenue Less Security Gains
127.8
127.5
126.7
Noninterest Expense
86.9
88.3
98.1
Intangible Amortization
1.8
1.8
2.0
Noninterest Expense Less Intangible Amortization
85.1
86.4
96.1
Efficiency Ratio
66.52%
67.77%
75.85%
Impact of Current Year Partnerships
2Q13
1Q14
2Q14
Net Interest Income (FTE)
$0.0
$0.0
$4.5
Noninterest Income Less Security Gains
0.0
0.0
1.2
Revenue Less Security Gains
0.0
0.0
5.7
Noninterest Expense
0.9
2.5
8.5
Intangible Amortization
0.0
0.0
0.3
Noninterest Expense Less Intangible Amortization
0.9
2.5
8.2
Efficiency Ratio Excluding Impact of Current Year Partnerships
2Q13
1Q14
2Q14
Net Interest Income (FTE)
$83.4
$87.4
$84.3
Noninterest Income Less Security Gains
44.4
40.1
36.8
Revenue Less Security Gains
127.8
127.5
121.1
Noninterest Expense
86.0
85.8
89.6
Intangible Amortization
1.8
1.8
1.7
Noninterest Expense Less Intangible Amortization
84.2
83.9
87.9
Efficiency Ratio
65.88%
65.81%
72.58%


49
Old National’s Peer Group
Like-size, publicly-traded financial services companies, generally in the Midwest, 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
WsBanco, Inc.
WSBC
Fulton Financial
FULT
Wintrust Financial Corporation
WTFC
Glacier Bancorp, Inc.
GBCI


50
Old National Investor Relations Contact
Additional information can be found on the
Investor Relations web pages at
www.oldnational.com
Investor Inquiries:
Lynell J. Walton, CPA
SVP –
Director of Investor Relations
812-464-1366
lynell.walton@oldnational.com