EX-99.1

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, descriptions of Old National

Bancorp’s (“Old National’s”) financial condition, results of operations, asset and credit quality trends and

profitability and statements about the expected timing, completion, financial benefits and other effects of Old

National’s recently completed and pending mergers. 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 recently

completed and pending mergers might not be realized within the expected timeframes and costs or difficulties

relating to integration matters might be greater than expected; market, economic, operational, liquidity, credit

and interest rate risks associated with Old National’s business; 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 plan; 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 Securities and Exchange Commission. 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.

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 registrant; 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.

Snapshot of Old National

Source: SNL Financial, Company filings, FactSet Estimates

Note: Market data as of November 6, 2014; financial information as of September 30, 2014.

Summary Overview

Company Description

Headquarters

Evansville, IN

Market Cap (millions)

$ 1,619

2014E P / E

15.4 x

P / TBV

190%

Dividend Yield

3.0 %

LTM Average Daily Volume

644,250

Total Assets

$ 11,180

Trust Assets Under Management

$ 7,092

Total Deposits

$ 8,207

ROAA

1.07 %

$ in millions, except noted

Largest financial services bank holding company headquartered in

Indiana with

a presence throughout Indiana, Western Kentucky and Louisville, Southern

Illinois and Central and Western Michigan

–

190 financial centers

–

211 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

–

Investment services

–

Capital markets

–

Insurance

Asset Mix

Liability Breakdown

Revenue Breakdown

Attractive footprint that offers both leading share in mature markets

and room to expand in higher growth markets

Consistent financial performance with distinct revenue streams and

improving efficiency

Diverse loan portfolio with growth accelerating while maintaining

strong credit metrics

Disciplined acquisitions that are exceeding expectations with robust

future opportunities

Steward of capital –

organic growth, dividend / share repurchases,

and acquisitions

Achieving strategic imperatives

Investment Thesis

Our Indiana Footprint

Economic Vital Signs

Indicator

Outlook

Latest Statistics (September 2014)

Trend (YoY change from Sept. 2013)

Jobs

Employment

Unemployed

3,046,944

184,550

•

Labor Force increased 50,366

•

Unemployment rate decreased to 5.7%

(September 2013 rate was 7.3%)

Unemployment

Insurance Claims

Initial Claims

Weeks Claimed

15,790

109,538

•

Initial claims decreased 25.0%

•

Weeks claimed decreased 42.6%

Predictive Index

Leading Index for Indiana

(LII) (October 2014)

102.2

•

October 2014 LII is up 0.4 points from

October 2013 LII of 101.8

Home Sales

Units Sold

Median Home Price

6,407

$128,000

•

The number of home sales increased 9.1%

•

The median sale price increased 3.6%

Regional Spending

Net Sales Tax Collected

$558.7 MM

•

Sales tax collections have decreased 5.9%

Local Indiana HQ

Stock Performance

Price Change during 3Q14

CMI: (14.5)%

LLY: 4.3%

NI: 4.2%

SPG: (1.1)%

STLD: 26.0%

WLP: 11.1%

ZMH: (3.2)%

•

Stock prices have generally increased as

overall economy improves

Strong

Stable or Mixed

Decline

Sources: US Bureau of Labor Statistics, US Dept. of Labor, Stats

Indiana, Indiana Association of Realtors, Yahoo Finance, IN Dept. of Revenue

4.6%

2.6%

2.2%

5.7%

0.0%

4.7%

USA

Indiana

Michigan

Ann Arbor

Kalamazoo

Grand Rapids

Our Michigan Footprint

Projected 2019 Median Household Income

Highest median household income MSA in Michigan

September 2014 unemployment rate of 4.7%, compared to the

national rate of 5.9%

Listed in Forbes’

2013 “Best Places for Business and Careers”

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

Popular area for healthcare and pharmaceutical organizations,

with major companies such as Pfizer, Perrigo and Stryker housing

large operations

September 2014 unemployment rate of 5.4% compared to the

national rate of 5.9%

Projected 2014-2019 Median HHI Growth

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

September 2014 unemployment rate of 4.7%, compared to the

national rate of 5.9%

$53,941

$48,365

$47,494

$62,065

$43,734

$53,389

USA

Indiana

Michigan

Ann Arbor

Kalamazoo

Grand Rapids

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

(1)

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

(2)

Assuming completion of acquisition of Founders on January 1, 2015

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

Institute (improved from 39th to 18th)¹

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

Kalamazoo, Michigan (MSA Population: 332,269)

Grand Rapids, Michigan (MSA Population: 1,017,542)²

Indiana’s Economic Achievements

“AAA”

Credit Rating –

Fitch, Moody’s and Standard and

Poor’s

Best

U.S.

State

for

Manufacturing

Jobs

Best State for Business –

CEO Magazine

280 new manufacturing jobs created –

Berry Plastics,

Evansville, Indiana

200 new jobs created –

General Electric, Lafayette, Indiana

Sources:

(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

Executing the Plan –

3Q14 Highlights

•

Execution of our M&A strategy of adding higher-growth markets

Ann Arbor, MI –

United Bancorp acquisition closed and fully converted

Lafayette, IN –

Gained regulatory and shareholder approval for LSB Financial

Corp. acquisition; subsequently closed on November 1, 2014

Grand Rapids, MI –

Gained regulatory and shareholder approval for Founders

Financial Corporation acquisition in 4Q14

Continue to

Grow Core

Revenue

•

Organic loan growth of $86.9 million

, or 6.5% annualized, over 2Q14 and

organic growth of $281.2 million

, or 5.8%, over 3Q13

•

Core revenue growth

of 9.0% from 3Q13

•

Organic growth in Banking, Wealth Management and Insurance

Reduce

Operating

Expenses

Transform

the

Franchise

Into Higher-

Growth

Markets

•

Operational expenses

increased $0.6 million from 3Q13

•

Expected Tower cost savings of 35%+ on track as announced –

50% to be

realized in 2014 —

converted April 25, 2014

•

Expected United Bancorp, Inc. cost savings of 32% on track as announced –

25% to be realized in 2014 —

converted August 22, 2014

Excluding change in FDIC covered loans and loans acquired in the

Tower and United acquisitions

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

Refer to slide 42 for a definition of operational expenses

$721.5

3Q14

$631.0

3Q14

$70.0

$89.3

2Q14

3Q14

$466.7

$450.8

2Q14

3Q14

$352.7

$335.8

2Q14

3Q14

$440.4

$429.6

2Q14

3Q14

Update on New Markets

$355.2

$346.2

2Q14

3Q14

$ in millions End of period balances

Ft Wayne, IN

Ann Arbor, MI

$148.4

$152.7

2Q14

3Q14

Columbus, IN

MI / Northern IN

(Indiana Community —

Closed 9/15/12)

(BofA Branches —

Closed 7/12/13)

(Tower —

Closed 4/25/14)

(United —

Closed 7/31/14)

Commercial Loan Pipeline

$2.9

Commercial Loan Pipeline

$31.1

Commercial Loan Pipeline

$6.6

Commercial Loan Pipeline

$42.2

Adjusted Income

–

Strong Growth

$ in millions

Non-GAAP financial measure which Management believes is useful in evaluating the financial results of the Company –

see Appendix for Non-GAAP reconciliation

Adjusted income represents income before taxes less accretion income, change in indemnification

assets, merger/integration expenses and costs associated with branch divestitures

CAGR of 14.3%

from 2011 to 2013

Growth of 7.6%

YTD 9-30-13 vs

YTD 9-30-14

$89.9

$100.4

$117.5

$88.0

$94.7

2011

2012

2013

YTD Sept 30,

2013

YTD Sept 30,

2014

3Q13

2Q14

3Q14

Total NIM

3.96%

4.07%

4.78%

United Accretion

0.00%

0.14%

Tower Accretion

0.00%

0.06%

0.11%

IN Community Accretion

0.23%

0.15%

0.13%

Integra Accretion

0.31%

0.56%

1.05%

Monroe Accretion

0.09%

0.04%

0.03%

ONB Core

3.33%

3.26%

3.32%

3.96%

4.07%

4.78%

Net Interest Margin

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, Indiana Community, Tower and United loans

$4,909.0

$5,818.2

$775.3

$133.9

3Q13

Loans Obtained

Through Tower &

United Acquisitions

Organic Growth

3Q14

$5,194.1

$5,818.2

$418.4

$205.7

2Q14

Loans Obtained

Through United

Acquisition

Organic Growth

3Q14

Loan Growth –

Excluding Covered Loans

$ in millions

$5,379.1

$6,097.0

$631.0

$86.9

2Q14

Loans Obtained

Through United

Acquisition

Organic Growth

3Q14

$4,829.6

$6,097.0

$986.2

$281.2

3Q13

Loans Obtained

Through Tower &

United Acquisitions

Organic Growth

3Q14

End of Period Balance

Average Balance

Credit Quality –

ALLL and Mark Summary

$ in millions

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 September 30, 2014

ONB Legacy

Monroe

Integra

Indiana

Community

Tower

United

Total

Allowance for Loan Losses (ALLL)

$42.8

$1.6

$3.7

$0.2

$48.3

Loan Mark

N/A

$8.1

$45.1

$26.1

$23.3

$38.8

$141.4

Total ALLL/Mark

$42.8

$9.7

$48.8

$26.1

$23.3

$39.1

$189.7

Pre-Mark Loan Balance

$4,846.4

$127.8

$212.1

$198.5

$342.8

$656.2

$6,383.8

ALLL/Pre-Mark Loan Balance

0.88%

1.25%

1.73%

0.00%

0.04%

0.76%

Mark/Pre-Mark Loan Balance

N/A

6.37%

21.25%

13.13%

6.80%

5.91%

2.21%

Combined ALLL & Mark/Pre-Mark

Loan Balance¹

0.88%

7.62%

22.98%

13.13%

6.80%

5.95%

2.97%

Conservative Lending Limits/Risk Grades

Borrower

Asset

Quality

Rating

(Risk Grades)

In-House

Lending

Limit

($ in millions)

0 –

Investment Grade

$30

1 –

Minimal Risk

$25

2 –

Modest Risk

$25

3 –

Average Risk

$22.5

4 –

Monitor

$15

5 –

Weak Monitor

$10

6 –

Watch

$7.5

7 –

Criticized (Special Mention)

In-house lending limits conservative relative to ONB’s legal lending limit

at 9-30-14 of $133.9 million per borrower

Includes entire relationship with borrower

Borrower

Asset

Quality

Rating

(Risk Grades)

8 –

Classified (Problem)

9 –

Nonaccrual

CD Maturity Schedule

Represents CD maturities at September 30, 2014

Bucket

Amount

($ in 000's)

Rate

0-30 days

72,502

0.42%

31-60 days

60,866

0.47%

61-90 days

67,451

0.48%

91-120 days

51,672

0.64%

121-150 days

46,921

0.79%

151-180 days

62,534

0.53%

181-210 days

45,721

0.95%

211-240 days

30,869

0.49%

241-270 days

30,204

0.44%

271-300 days

36,102

0.55%

301-330 days

35,982

0.37%

331-365 days

42,047

0.86%

1-2 years

194,601

1.26%

2-3 years

146,592

2.92%

3-4 years

56,325

0.91%

4-5 years

34,495

1.46%

Over 5 years

26,699

1.69%

$17,527

$8,540

$25,053

$11,516

$13,032

$12,541

1Q14

2Q14

3Q14

Two Year Projected Change to

Net Interest Income

(Historical)

Up 200 bps

Forward Curve

Total non-maturity, interest-

bearing accounts increase from

0.08% to 0.80% in the “Up 200

bps”

scenario

21.5% of total non-interest bearing

DDA are considered rate sensitive

46% of C&I and CRE loans reprice

within one year

17% of loans have floors; only

$1.5 million currently below their

floor rates

Investment portfolio duration of

4.06 at 9/30/14, down from 4.25 at

6/30/14

Modeled Interest Rate Sensitivity

$ in thousands

Change to Net Interest Income based on a two year time horizon

Refer to slide 32 for rate curves

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 205 + 4 pending

Sold 22

Consolidated 129

Acquired Tower

Financial –

Enhancing Ft.

Wayne, IN

presence April,

2014

Transforming Old National’s Landscape

Acquired

United

Bancorp —

Entering Ann

Arbor, MI July,

2014

Consolidation

of 4 branches

Acquired LSB

Financial Corp.–

Enhancing

Lafayette, IN

presence

Pending

acquisition of

Founders

Financial

Corporation–

Entry into Grand

Rapids , MI

Represents MSAs with more than 15,000 households in IN,KY,IL, southern MI, Cincinnati and St. Louis. MSA quartile rankings weighted as follows: 25% number of

households, 20% median HH income, 10% unemployment, 10% median HH income 5-year growth, 10% population 5-year growth, 10% deposits/branch ratio and 15%

households/branch ratio.

Strategy

Process

Emerging Trends

Focus on community banks with strong

client relationships and deposit

franchises

Mid-sized markets within or near existing

franchise with above average growth

rates

Must pass rigorous due diligence process

Must align both strategically and

culturally

Must meet/exceed financial targets

Must enhance Old National’s mission of

being a true “community bank”

M&A –

Partnerships

Rising M&A competition is increasing

price multiples

Resurgence of MOEs giving potential

targets an alternative to selling

Cash deals becoming more in favor by

targets

Legend

ONB

Quartile

$ 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

Principal Geography

Indianapolis, IN

Bloomington,

Evansville, IN

Columbus, IN /

I-65 Corridor

Southwest MI /

Northern IN

Fort Wayne, IN

Ann Arbor, MI

Lafayette, IN

Grand Rapids,

Purchase Price at Announcement

$16

$84

N/A

$79

$23

$108

$173

$67

$88

Total Assets at Announcement¹

$838

$1,900

$985

N/A

$681

$919

$366

$466

% Stock Consideration at Announcement

100%

N/A

100%

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

11/1/2014

Expected

January 1, 2015

Committed to Strong Corporate Governance

Stock ownership guidelines have been

established for named executive officers as

follows:

As of September 30, 2014, each named

executive officer has met their stock

ownership requirement

Position or Salary

Target Ownership Guidelines

Chief Executive Officer

5X salary in stock or 200,000 shares

Chief Operating Officer

4X salary in stock or 100,000 shares

Salary equal to or greater than $250,000

3X salary in stock or 50,000 shares

Salary below $250,000

2X salary in stock or 25,000 shares

Salary equal to or less than $150,000

1X salary in stock or 15,000 shares

Executive Compensation

Tied to long term shareholder value:

Short Term Incentive Plan

(CEO, CFO, Chief Legal Counsel)

Performance Measure

Weight

Corporate Net

Income

70%

Net Charge-Offs

15%

Efficiency Ratio

15%

Long Term Incentive Plan

(CFO,CBA, CCO, Chief Legal Counsel)

Performance Measure

Weight

Performance-based-TSR

75%

Service-based

25%

Short Term Incentive Plan

(CBA, CCO)

Performance Measure

Weight

Corporate Net

Income

20%

Banking Budgeted

Margin

50%

Net Charge-Off Ratio

15%

Efficiency Ratio

15%

Long Term Incentive Plan

(CEO)

Performance Measure

Weight

Performance-based-TSR

100%

*Other Expenses include:

In 3Q13, $2.7 million for branch closures, $1.2 million in contribution to ONB Foundation, $.5 million provision for unfunded

commitments and $.3 million in pension adjustments

In 2Q14, $.4 million in accelerated retirement expenses and $.4 million in state tax receivable write-off

In 3Q14, $1.0 million reversal of hospitalization expense, a $0.7 adjustment in incentive of stock-based compensation, $.4

provision for unfunded commitments and a $.3 million impairment on a branch held for sale

$89.7

$88.8

$90.3

$4.7

$0.8

$2.3

$6.3

$3.6

$4.5

$2.2

$2.6

$96.7

$98.1

$100.0

3Q13

2Q14

3Q14

$ in millions

Operational

expenses

total

noninterest

expense

less

United

and

Tower

operational

costs,

acquisition

costs

and

other

expenses

Noninterest Expense

Reported 3Q14

efficiency ratio of

67.41%

3Q14 efficiency ratio

excluding

acquisition costs of

64.89%

Anticipated

acquisition costs in

4Q14 of $3.5 million

to $4.0 million

($1.0)

Non-GAAP financial measure which Management believes is useful in evaluating the financial results of the Company –

Refer to slide 47 for Non-GAAP

reconciliation

ONB’s Peer Group

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.

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

Like-size, publicly-traded financial services companies, generally in the Midwest, serving

comparable demographics with comparable services as ONB