AGREEMENT AND PLAN OF MERGER by and between OLD NATIONAL BANCORP and FIRST MIDWEST BANCORP, INC.

Execution Version

AGREEMENT AND PLAN OF MERGER

by and between

OLD NATIONAL BANCORP

and

FIRST MIDWEST BANCORP, INC.

---

	ARTICLE I
	THE MERGER
1.1	The Merger	1
1.2	Closing	1
1.3	Effective Time	2
1.4	Effects of the Merger	2
1.5	Conversion of First Midwest Common Stock	2
1.6	First Midwest Preferred Stock	3
1.7	Old National Stock	4
1.8	Treatment of First Midwest Equity Awards	4
1.9	Articles of Incorporation of Surviving Corporation	6
1.10	Bylaws of Surviving Corporation	6
1.11	Tax Consequences	6
1.12	Bank Merger	6
	ARTICLE II
	EXCHANGE OF SHARES
2.1	Old National to Make Merger Consideration Available	7
2.2	Exchange of Shares	7
	ARTICLE III
	REPRESENTATIONS AND WARRANTIES OF FIRST MIDWEST
3.1	Corporate Organization	10
3.2	Capitalization	12
3.3	Authority; No Violation	13
3.4	Consents and Approvals	14
3.5	Reports	15
3.6	Financial Statements	16
3.7	Broker’s Fees	17
3.8	Absence of Certain Changes or Events	18
3.9	Legal Proceedings	18
3.10	Taxes and Tax Returns	19
3.11	Employees and Employee Benefit Plans	19
3.12	Compliance with Applicable Law	23
3.13	Certain Contracts	24
3.14	Agreements with Regulatory Agencies	25
3.15	Risk Management Instruments	26
3.16	Environmental Matters	26

3.17	Investment Securities and Commodities	26
3.18	Real Property	27
3.19	Intellectual Property	27
3.20	Related Party Transactions	28
3.21	State Takeover Laws	28
3.22	Reorganization	28
3.23	Opinions	28
3.24	First Midwest Information	29
3.25	Loan Portfolio	29
3.26	Insurance	30
3.27	Information Security	30
3.28	Subordinated Indebtedness.	30
3.29	Investment Advisor Subsidiary.	30
	ARTICLE IV
	REPRESENTATIONS AND WARRANTIES OF OLD NATIONAL
4.1	Corporate Organization	31
4.2	Capitalization	32
4.3	Authority; No Violation	34
4.4	Consents and Approvals	35
4.5	Reports	35
4.6	Financial Statements	36
4.7	Broker’s Fees	37
4.8	Absence of Certain Changes or Events	38
4.9	Legal Proceedings	38
4.10	Taxes and Tax Returns	38
4.11	Employees and Employee Benefit Plans	39
4.12	Compliance with Applicable Law	42
4.13	Certain Contracts	43
4.14	Agreements with Regulatory Agencies	45
4.15	Risk Management Instruments	45
4.16	Environmental Matters	45
4.17	Investment Securities and Commodities	46
4.18	Real Property	46
4.19	Intellectual Property	46
4.20	Related Party Transactions	47
4.21	State Takeover Laws	47
4.22	Reorganization	47
4.23	Opinions	47
4.24	Old National Information	47
4.25	Loan Portfolio	48
4.26	Insurance	48
4.27	Information Security	49

	ARTICLE V
	COVENANTS RELATING TO CONDUCT OF BUSINESS
5.1	Conduct of Businesses Prior to the Effective Time	49
5.2	Forbearances	49
	ARTICLE VI
	ADDITIONAL AGREEMENTS
6.1	Regulatory Matters	53
6.2	Access to Information; Confidentiality	54
6.3	Shareholders’ Approval and Stockholder Approval	55
6.4	Legal Conditions to Merger	57
6.5	Stock Exchange Listing	57
6.6	Employee Matters	58
6.7	Indemnification; Directors’ and Officers’ Insurance	60
6.8	Additional Agreements	61
6.9	Advice of Changes	61
6.10	Dividends	61
6.11	Stockholder Litigation	61
6.12	Corporate Governance	62
6.13	Acquisition Proposals	63
6.14	Public Announcements	64
6.15	Change of Method	64
6.16	Restructuring Efforts	64
6.17	Takeover Statutes	65
6.18	Treatment of First Midwest Debt	65
6.19	Exemption from Liability under Section 16(b)	65
	ARTICLE VII
	CONDITIONS PRECEDENT
7.1	Conditions to Each Party’s Obligation to Effect the Merger	66
7.2	Conditions to Obligations of Old National	67
7.3	Conditions to Obligations of First Midwest	68
	ARTICLE VIII
	TERMINATION AND AMENDMENT
8.1	Termination	69
8.2	Effect of Termination	70

	ARTICLE IX
	GENERAL PROVISIONS
9.1	Nonsurvival of Representations, Warranties and Agreements	72
9.2	Amendment	72
9.3	Extension; Waiver	73
9.4	Expenses	73
9.5	Notices	73
9.6	Interpretation	74
9.7	Counterparts	75
9.8	Entire Agreement	75
9.9	Governing Law; Jurisdiction	75
9.10	Waiver of Jury Trial	75
9.11	Assignment; Third-Party Beneficiaries	76
9.12	Specific Performance	76
9.13	Severability	76
9.14	Confidential Supervisory Information	77
9.15	Delivery by Electronic Transmission	77
9.16	No Other Representations or Warranties	77

Exhibit A – Form of Old National Bancorp Articles Amendment
Exhibit B – Form of Old National Bancorp Bylaw Amendment
Exhibit C – Form of Bank Merger Agreement

INDEX OF DEFINED TERMS
	Page
Acquisition Proposal	67
Adjusted Performance Award	5
affiliate	78
Agreement	1
Bank Merger	7
Bank Merger Agreement	7
Bank Merger Certificates	7
BHC Act	11
business day	78
CARES Act	25
Certificates of Merger	2
Chosen Courts	79
Closing	1
Closing Date	2
Code	1
Confidentiality Agreement	58
Continuation Period	60
Continuing Employees	60
Controlled Group Liability	22
DGCL	1
Effective Time	2
Enforceability Exceptions	15
Environmental Laws	28
ERISA	21
ERISA Affiliate	22
Exchange Act	18
Exchange Agent	7
Exchange Fund	7
Exchange Ratio	2
FDIC	13
Federal Reserve Board	15
First Midwest	1
First Midwest 401(k) Plan	61
First Midwest Bank	7
First Midwest Benefit Plans	21
First Midwest Board Recommendation	58
First Midwest Bylaws	12
First Midwest Certificate	12
First Midwest Common Stock	2
First Midwest Compensation Committee	5
First Midwest Contract	26
First Midwest Deemed Stock Investment	5
First Midwest Disclosure Schedule	10

Taxes	20
Termination Date	73
Termination Fee	74
Total Borrower Commitment	31

AGREEMENT AND PLAN OF MERGER

W I T N E S S E T H:

WHEREAS, the Boards of Directors of Old National and First Midwest have determined that it is in the best interests of their respective companies and their shareholders and stockholders, as applicable, to consummate the strategic business combination transaction provided for herein, pursuant to which First Midwest will, subject to the terms and conditions set forth herein, merge with and into Old National (the “Merger”), so that Old National is the surviving corporation (hereinafter sometimes referred to in such capacity as the “Surviving Corporation”) in the Merger;

WHEREAS, in furtherance thereof, the respective Boards of Directors of Old National and First Midwest have approved the Merger and this Agreement;

WHEREAS, for federal income tax purposes, it is intended that the Merger shall qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and this Agreement is intended to be and is adopted as a plan of reorganization for purposes of Sections 354 and 361 of the Code; and

WHEREAS, the parties desire to make certain representations, warranties and agreements in connection with the Merger and also to prescribe certain conditions to the Merger.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and intending to be legally bound hereby, the parties agree as follows:

ARTICLE I

THE MERGER

1.1          The Merger.  Subject to the terms and conditions of this Agreement, in accordance with the Delaware General Corporation Law (the “DGCL”) and the Indiana Business Corporation Law (the “IBCL”), at the Effective Time, First Midwest shall merge with and into Old National.  Old National shall be the Surviving Corporation in the Merger, and shall continue its corporate existence under the laws of the State of Indiana.  Upon consummation of the Merger, the separate corporate existence of First Midwest shall terminate.

1.2          Closing.  Subject to the terms and conditions of this Agreement, the closing of the Merger (the “Closing”) will take place by electronic exchange of documents at 9:00 a.m. Central Time, on a date which shall be no later than three (3) business days after the satisfaction or waiver (subject to applicable law) of the latest to occur of the conditions set forth in Article VII hereof (other than those conditions that by their nature can only be satisfied at the Closing, but subject to the satisfaction or waiver thereof), unless another date, time or place is agreed to in writing by the parties (such date on which the Closing actually occurs being hereinafter referred to as the “Closing Date”).

1.3          Effective Time.  The Merger shall become effective as set forth in the certificate of merger to be filed with the Secretary of State of the State of Delaware and the articles of merger to be filed with the Secretary of State of the State of Indiana (the “Indiana Secretary”), respectively, on the Closing Date (the “Certificates of Merger”).  The term “Effective Time” shall be the date and time when the Merger becomes effective, as set forth in the Certificates of Merger.

1.4          Effects of the Merger.  At and after the Effective Time, the Merger shall have the effects set forth in the applicable provisions of the IBCL and the DGCL.

1.5          Conversion of First Midwest Common Stock.  At the Effective Time, by virtue of the Merger and without any action on the part of Old National, First Midwest or the holder of any of the following securities:

(a)          Subject to Section 2.2(e), each share of the common stock, par value $0.01 per share, of First Midwest (the “First Midwest Common Stock”) issued and outstanding immediately prior to the Effective Time, except for shares of First Midwest Common Stock owned by First Midwest as treasury stock or owned by First Midwest or Old National (in each case other than shares of First Midwest Common Stock (i) held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity that are beneficially owned by third parties or (ii) held, directly or indirectly, by First Midwest or Old National in respect of debts previously contracted), shall be converted into the right to receive 1.1336 shares (the “Exchange Ratio” and such shares, the “Merger Consideration”) of the common stock, no par value, of Old National (the “Old National Common Stock”); it being understood that upon the Effective Time, pursuant to Section 1.7, the Old National Common Stock, including the shares issued to former holders of First Midwest Common Stock, shall be the common stock of the Surviving Corporation.

(b)          All of the shares of First Midwest Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each certificate (each, an “Old Certificate,” it being understood that any reference herein to an “Old Certificate” shall be deemed to include reference to book‑entry account statements relating to the ownership of shares of First Midwest Common Stock) previously representing any such shares of First Midwest Common Stock shall thereafter represent only the right to receive (i) a New Certificate representing the number of whole shares of Old National Common Stock which such shares of First Midwest Common Stock have been converted into the right to receive, (ii) cash in lieu of fractional shares which the shares of First Midwest Common Stock represented by such Old Certificate have been converted into the right to receive pursuant to this Section 1.5 and Section 2.2(e), without any interest thereon, and (iii) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2, without any interest thereon.  If, prior to the Effective Time, the outstanding shares of Old National Common Stock or First Midwest Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Exchange Ratio to give Old National and the holders of First Midwest Common Stock the same economic effect as contemplated by this Agreement prior to such event; provided, that nothing contained in this sentence shall be construed to permit First Midwest or Old National to take any action with respect to its securities or otherwise that is prohibited by the terms of this Agreement.

(c)          Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of First Midwest Common Stock that are owned by First Midwest or Old National (in each case other than shares of First Midwest Common Stock (i) held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity that are beneficially owned by third parties or (ii) held, directly or indirectly, by First Midwest or Old National in respect of debts previously contracted) shall be cancelled and shall cease to exist and no Old National Common Stock or other consideration shall be delivered in exchange therefor.

(a)          At the Effective Time, by virtue of the Merger and without any action on the part of Old National, First Midwest or the holder of any of the following securities, each share of 7.00% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A, no par value per share, of First Midwest (the “First Midwest Series A Preferred Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive one share of a newly created series of preferred stock of Old National having terms that are not materially less favorable (and taking into account that First Midwest will not be the surviving corporation in the Merger) as the First Midwest Series A Preferred Stock (all shares of such newly created series, collectively, the “New Old National Series A Preferred Stock”) and, upon such conversion, the First Midwest Series A Preferred Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time.

(b)          At the Effective Time, by virtue of the Merger and without any action on the part of Old National, First Midwest or the holder of any of the following securities, each share of 7.00% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series C, no par value per share, of First Midwest (the “First Midwest Series C Preferred Stock” and, together with the First Midwest Series A Preferred Stock, the “First Midwest Preferred Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive one share of a newly created series of preferred stock of Old National having terms that are not materially less favorable (and taking into account that First Midwest will not be the surviving corporation in the Merger) as the First Midwest Series C Preferred Stock (all shares of such newly created series, collectively, the “New Old National Series C Preferred Stock” and, together with the New Old National Series A Preferred Stock, the “New Old National Preferred Stock”) and, upon such conversion, the First Midwest Series C Preferred Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time.

1.7          Old National Stock.  At and after the Effective Time, each share of Old National Common Stock issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of common stock of the Surviving Corporation and shall not be affected by the Merger.

1.8          Treatment of First Midwest Equity Awards.

(a)          Except as otherwise agreed between First Midwest and Old National, at the Effective Time, each award in respect of a share of First Midwest Common Stock subject to vesting, repurchase or other lapse restriction granted under a First Midwest Stock Plan (a “First Midwest Restricted Stock Award”) that is outstanding, unvested and unsettled immediately prior to the Effective Time that is not a First Midwest Performance Award shall be assumed and converted into a restricted stock award in respect of Old National Common Stock subject to vesting, repurchase or other lapse restriction with the same terms and conditions as were applicable under such First Midwest Restricted Stock Award immediately prior to the Effective Time (including vesting terms, after giving effect to any “change in control” post-termination protections under the applicable First Midwest Stock Plan or award agreement), and relating to the number of shares of Old National Common Stock equal to the product of (A) the number of shares of First Midwest Common Stock subject to such First Midwest Restricted Stock Award immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, with any fractional shares rounded up to the nearest whole share of Old National Common Stock.

(b)          Except as otherwise agreed between First Midwest and Old National, at the Effective Time, each restricted stock unit award in respect of a share of First Midwest Common Stock granted under a First Midwest Stock Plan (a “First Midwest Restricted Stock Unit Award”) that is outstanding, unvested and unsettled immediately prior to the Effective Time that is not a First Midwest Performance Award shall  be assumed and converted into a restricted stock unit award in respect of Old National Common Stock subject to vesting, repurchase or other lapse restriction with the same terms and conditions as were applicable under such First Midwest Restricted Stock Unit Award immediately prior to the Effective Time (including vesting terms, after giving effect to any “change in control” post-termination protections under the applicable First Midwest Stock Plan or award agreement), and relating to the number of shares of Old National Common Stock equal to the product of (A) the number of shares of First Midwest Common Stock subject to such First Midwest Restricted Stock Unit Award immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, with any fractional shares rounded up to the nearest whole share of Old National Common Stock.

(c)          Except as otherwise agreed between First Midwest and Old National, at the Effective Time, each performance share award in respect of shares of First Midwest Common Stock granted under a First Midwest Stock Plan that is outstanding, unvested and unsettled immediately prior to the Effective Time (a “First Midwest Performance Award”) shall be assumed and converted into a restricted stock unit award in respect of Old National Common Stock (an “Adjusted Performance Award”) relating to the number of shares of Old National Common Stock equal to the product of (A) the number of shares of First Midwest Common Stock subject to such First Midwest Performance Award immediately prior to the Effective Time that would be earned assuming the achievement of the applicable performance goals as of immediately prior to the Effective Time based on the higher of target performance and actual performance through the latest practicable date prior to the Effective Time as reasonably determined by the compensation committee of the Board of Directors of First Midwest (the “First Midwest Compensation Committee”) consistent with past practice in consultation with Old National, multiplied by (B) the Exchange Ratio, with any fractional shares rounded up to the nearest whole share of Old National Common Stock.  Except as specifically provided in this Section 1.8(c), each such Adjusted Performance Award shall be subject to the same terms and conditions (including service-based vesting terms, after giving effect to any “change in control” post-termination protections under the applicable First Midwest Stock Plan or award agreement) as applied to the First Midwest Performance Award immediately prior to the Effective Time; provided, that each such Adjusted Performance Award shall be subject to service-based vesting only and shall no longer be subject to any performance conditions.

(d)          Except as otherwise agreed between First Midwest and Old National, at the Effective Time, each hypothetical First Midwest Common Stock investment credited under the First Midwest Bancorp, Inc. Deferred Compensation Plan for Nonemployee Directors, the First Midwest Bancorp, Inc. Nonqualified Stock Option Gain Deferral Plan or the First Midwest Bancorp, Inc. Nonqualified Retirement Plan (a “First Midwest Deemed Stock Investment”) that is unsettled immediately prior to the Effective Time shall be assumed and converted into a hypothetical Old National Common Stock deemed investment with the same terms and conditions as were applicable under such First Midwest Deemed Stock Investment immediately prior to the Effective Time (including vesting terms, after giving effect to any “change in control” post-termination protections under the First Midwest Bancorp, Inc. Deferred Compensation Plan for Nonemployee Directors, the First Midwest Bancorp, Inc. Nonqualified Stock Option Gain Deferral Plan or the First Midwest Bancorp, Inc. Nonqualified Retirement Plan) and relating to the number of shares of Old National Common Stock equal to the product of (A) the number of shares of First Midwest Common Stock subject to such First Midwest Deemed Stock Investment immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, with any fractional shares rounded up to the nearest whole share of Old National Common Stock.

(e)          Promptly following the Effective Time, Old National shall file a post-effective amendment to the S-4 or an effective registration statement on Form S-8 with respect to the Old National Common Stock subject to the applicable adjusted First Midwest Equity Awards, as required.

(f)          At or prior to the Effective Time, First Midwest, the Board of Directors of First Midwest or the First Midwest Compensation Committee, as applicable, shall adopt any resolutions and take any actions that are necessary to effectuate the treatment of the First Midwest Equity Awards consistent with the provisions of this Section 1.8.

(g)          For purposes of this Agreement, the following terms shall have the following meanings:

(i)          “First Midwest Equity Awards” means the First Midwest Restricted Stock Awards, the First Midwest Restricted Stock Unit Awards, the First Midwest Performance Awards and the First Midwest Deemed Stock Investments.

(ii)         “First Midwest Stock Plans” means the First Midwest Bancorp, Inc. Amended and Restated 2018 Stock and Incentive Plan, the First Midwest Bancorp, Inc. 2018 Stock and Incentive Plan, the First Midwest Bancorp, Inc. Omnibus Stock and Incentive Plan, as further amended, and the First Midwest Bancorp, Inc. Amended and Restated Non-Employee Directors Stock Plan.

ARTICLE II

EXCHANGE OF SHARES

2.1          Old National to Make Merger Consideration Available.  At or prior to the Effective Time, Old National shall deposit, or shall cause to be deposited, with an exchange agent designated by Old National and mutually acceptable to First Midwest (the “Exchange Agent”), for the benefit of the holders of Old Certificates (which for purposes of this Article II shall be deemed to include certificates or book-entry account statements representing shares of First Midwest Preferred Stock), for exchange in accordance with this Article II, (a) certificates or, at Old National’s option, evidence of shares in book-entry form (collectively, referred to herein as “New Certificates”), representing the shares of Old National Common Stock or New Old National Preferred Stock to be issued to holders of First Midwest Common Stock or First Midwest Preferred Stock, as applicable, and (b) cash in lieu of any fractional shares (such cash and New Certificates for shares of Old National Common Stock and New Old National Preferred Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the “Exchange Fund”), to be issued pursuant to Section 1.5 and Section 1.6 and paid pursuant to Section 2.2(a).

2.2          Exchange of Shares.

(a)          As promptly as practicable after the Effective Time, but in no event later than ten (10) business days thereafter, Old National and First Midwest shall cause the Exchange Agent to mail to each holder of record of one or more Old Certificates representing shares of First Midwest Common Stock or First Midwest Preferred Stock immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive the Merger Consideration or shares of New Old National Preferred Stock, as applicable, pursuant to Article I, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Old Certificates in exchange for New Certificates representing the number of whole shares of Old National Common Stock and any cash in lieu of fractional shares or shares of New Old National Preferred Stock, as applicable, which the shares of First Midwest Common Stock or First Midwest Preferred Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 2.2(b).  Upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) (A) a New Certificate representing that number of whole shares of Old National Common Stock to which such holder of First Midwest Common Stock shall have become entitled pursuant to the provisions of Article I and (B) a check representing the amount of (x) any cash in lieu of fractional shares which such holder has the right to receive in respect of the Old Certificate or Old Certificates surrendered pursuant to the provisions of this Article II and (y) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2(b), or (ii) (A) a New Certificate representing the number of shares of New Old National Preferred Stock to which such holder of First Midwest Preferred Stock shall have become entitled pursuant to the provisions of Article I and (B) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2(b), and the Old Certificate or Old Certificates so surrendered shall forthwith be cancelled.  No interest will be paid or accrued on any cash in lieu of fractional shares or dividends or distributions payable to holders of Old Certificates.  Until surrendered as contemplated by this Section 2.2, each Old Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon surrender, the number of whole shares of Old National Common Stock or shares of New Old National Preferred Stock which the shares of First Midwest Common Stock or First Midwest Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive and any cash in lieu of fractional shares or in respect of dividends or distributions as contemplated by this Section 2.2.

(b)          No dividends or other distributions declared with respect to Old National Common Stock or New Old National Preferred Stock shall be paid to the holder of any unsurrendered Old Certificate until the holder thereof shall surrender such Old Certificate in accordance with this Article II.  After the surrender of an Old Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to the whole shares of Old National Common Stock or shares of New Old National Preferred Stock which the shares of First Midwest Common Stock or First Midwest Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive.

(c)          If any New Certificate representing shares of Old National Common Stock or New Old National Preferred Stock is to be issued in a name other than that in which the Old Certificate or Old Certificates surrendered in exchange therefor is or are registered, it shall be a condition of the issuance thereof that the Old Certificate or Old Certificates so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other similar Taxes required by reason of the issuance of a New Certificate representing shares of Old National Common Stock or New Old National Preferred Stock in any name other than that of the registered holder of the Old Certificate or Old Certificates surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable

.

(d)          After the Effective Time, there shall be no transfers on the stock transfer books of First Midwest of the shares of First Midwest Common Stock or First Midwest Preferred Stock that were issued and outstanding immediately prior to the Effective Time.  If, after the Effective Time, Old Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for New Certificates representing shares of Old National Common Stock or New Old National Preferred Stock, as applicable, as provided in this Article II.

(e)          Notwithstanding anything to the contrary contained herein, no New Certificates or scrip representing fractional shares of Old National Common Stock shall be issued upon the surrender for exchange of Old Certificates, no dividend or distribution with respect to Old National Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a stockholder of Old National.  In lieu of the issuance of any such fractional share, Old National shall pay to each former holder of First Midwest Common Stock who otherwise would be entitled to receive such fractional share an amount in cash (rounded to the nearest cent) determined by multiplying (i) the average of the closing-sale prices of Old National Common Stock on the NASDAQ Stock Market LLC (“NASDAQ”) as reported by The Wall Street Journal for the consecutive period of five (5) full trading days ending on the day preceding the Closing Date by (ii) the fraction of a share (after taking into account all shares of First Midwest Common Stock held by such holder immediately prior to the Effective Time and rounded to the nearest thousandth when expressed in decimal form) of Old National Common Stock which such holder would otherwise be entitled to receive pursuant to Section 1.5.  The parties acknowledge that payment of such cash consideration in lieu of issuing fractional shares is not separately bargained-for consideration, but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience that would otherwise be caused by the issuance of fractional shares.

(f)          Any portion of the Exchange Fund that remains unclaimed by the holders of First Midwest Common stock and First Midwest Preferred Stock for twelve (12) months after the Effective Time shall be paid to the Surviving Corporation.  Any former holders of First Midwest Common Stock and First Midwest Preferred Stock who have not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation for payment of the shares of Old National Common Stock and cash in lieu of any fractional shares or shares of New Old National Preferred Stock, as applicable, and any unpaid dividends and distributions on the Old National Common Stock or New Old National Preferred Stock deliverable in respect of each former share of First Midwest Common Stock or First Midwest Preferred Stock, as applicable, that such stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon.  Notwithstanding the foregoing, none of Old National, First Midwest, the Surviving Corporation, the Exchange Agent or any other person shall be liable to any former holder of shares of First Midwest Common Stock or First Midwest Preferred Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws.

(g)          Old National shall be entitled to deduct and withhold, or cause the Exchange Agent to deduct and withhold, from any cash in lieu of fractional shares of Old National Common Stock, any dividends or distributions payable pursuant to this Section 2.2 or any other consideration otherwise payable pursuant to this Agreement to any holder of First Midwest Common Stock, First Midwest Preferred Stock or First Midwest Equity Awards such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of Tax law.  To the extent that amounts are so withheld by Old National or the Exchange Agent, as the case may be, and paid over to the appropriate Governmental Entity, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of First Midwest Common Stock, First Midwest Preferred Stock or First Midwest Equity Awards in respect of which the deduction and withholding was made by Old National or the Exchange Agent, as the case may be.

(h)          In the event any Old Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Old National or the Exchange Agent, the posting by such person of a bond in such amount as Old National or the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of Old National Common Stock and any cash in lieu of fractional shares, or the shares of New Old National Preferred Stock deliverable in respect thereof pursuant to this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF FIRST MIDWEST

Except (a) as disclosed in the disclosure schedule delivered by First Midwest to Old National concurrently herewith (the “First Midwest Disclosure Schedule”); provided, that (i) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (ii) the mere inclusion of an item in the First Midwest Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by First Midwest that such item represents a material exception or fact, event or circumstance or that such item would reasonably be expected to result in a Material Adverse Effect, and (iii) any disclosures made with respect to a section of this Article III shall be deemed to qualify (1) any other section of this Article III specifically referenced or cross-referenced and (2) other sections of this Article III to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross-reference) from a reading of the disclosure that such disclosure applies to such other sections or (b) as disclosed in any First Midwest Reports filed by First Midwest after January 1, 2020 and prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer or any other statements that are similarly nonspecific or cautionary, predictive or forward-looking in nature), First Midwest hereby represents and warrants to Old National as follows:

3.1          Corporate Organization.

(a)          First Midwest is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is a bank holding company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”).  First Midwest has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted.  First Midwest is duly licensed or qualified to do business and in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing, qualification or standing necessary, except where the failure to be so licensed or qualified or to be in good standing would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on First Midwest.  As used in this Agreement, “Material Adverse Effect” means, with respect to Old National, First Midwest or the Surviving Corporation, as the case may be, any effect, change, event, circumstance, condition, occurrence or development that, either individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries taken as a whole (provided, that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in U.S. generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations (including the Pandemic Measures) of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities, (C) changes, after the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services industry generally and not specifically relating to such party or its Subsidiaries (including any such changes arising out of the Pandemic or any Pandemic Measures), (D) changes, after the date hereof, resulting from hurricanes, earthquakes, tornados, floods or other natural disasters or from any outbreak of any disease or other public health event (including the Pandemic), (E) public disclosure of the execution of this Agreement, public disclosure or consummation of the transactions contemplated hereby (including any effect on a party’s relationships with its customers or employees) (it being understood and agreed that the foregoing shall not apply for purposes of the representations and warranties in Sections 3.3(b) (Authority; No Violation), 3.4 (Consents and Approvals), 3.11(j) (Employees and Employee Benefit Plans; Claims), 4.3(b) (Authority; No Violation), 4.4 (Consents and Approvals) or 4.11(j) (Employees and Employee Benefit Plans; Claims)) or actions expressly required by this Agreement or that are taken with the prior written consent of the other party in contemplation of the transactions contemplated hereby, (F) a decline in the trading price of a party’s common stock or the failure, in and of itself, to meet earnings projections or internal financial forecasts (it being understood that the underlying causes of such decline or failure may be taken into account in determining whether a Material Adverse Effect has occurred, except to the extent otherwise excepted by this proviso) or (G) the expenses incurred by First Midwest or Old National in negotiating, documenting, effecting and consummating the transactions contemplated by this Agreement; except, with respect to subclauses (A), (B), (C) or (D) to the extent that the effects of such change are materially disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate) or (ii) the ability of such party to timely consummate the transactions contemplated hereby.  As used in this Agreement, “Pandemic” means any outbreaks, epidemics or pandemics relating to SARS-CoV-2 or Covid-19, or any variants, evolutions or mutations thereof, or any other viruses (including influenza), and the governmental and other responses thereto; “Pandemic Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shutdown, closure, sequester or other laws, directives, policies, guidelines or recommendations promulgated by any Governmental Entity, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to the Pandemic; “Subsidiary,” when used with respect to any person, means any subsidiary of such person within the meaning ascribed to such term in either Rule 1-02 of Regulation S-X promulgated by the SEC or the BHC Act; and “Significant Subsidiaries” shall have the meaning ascribed to it in Rule 1-02 of Regulation S-X promulgated under the Exchange Act.  True and complete copies of the Restated Certificate of Incorporation of First Midwest (as further amended, the “First Midwest Certificate”) and the Amended and Restated Bylaws of First Midwest (the “First Midwest Bylaws”), as in effect as of the date of this Agreement, have previously been made available by First Midwest to Old National.

(b)          Each Subsidiary of First Midwest (a “First Midwest Subsidiary”) (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) is duly qualified to do business and, where such concept is recognized under applicable law, in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified and in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect on First Midwest and (iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted.  There are no restrictions on the ability of any Subsidiary of First Midwest to pay dividends or distributions except, in the case of a Subsidiary that is a regulated entity, for restrictions on dividends or distributions generally applicable to all such regulated entities.  The deposit accounts of each Subsidiary of First Midwest that is an insured depository institution are insured by the Federal Deposit Insurance Corporation (the “FDIC”) through the Deposit Insurance Fund to the fullest extent permitted by law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or threatened.  Section 3.1(b) of the First Midwest Disclosure Schedule sets forth a true and complete list of all Subsidiaries of First Midwest as of the date hereof.

3.2          Capitalization.

(a)          As of the date of this Agreement, the authorized capital stock of First Midwest consists of 250,000,000 shares of First Midwest Common Stock and 1,000,000 shares of preferred stock, no par value.  As of May 27, 2021, there are (i) 114,331,407 shares of First Midwest Common Stock outstanding, including 1,330,987 shares of First Midwest Common Stock granted in respect of outstanding First Midwest Restricted Stock Awards, (ii) 11,044,310 shares of First Midwest Common Stock held in treasury, (iii) 3,659,599 shares of First Midwest Common Stock reserved for issuance pursuant to future grants under the First Midwest Stock Plans, (iv) 138,629 shares of First Midwest Common Stock reserved for issuance upon the settlement of outstanding First Midwest Restricted Stock Unit Awards, (v) 1,077,942 shares of First Midwest Common Stock reserved for issuance upon settlement of outstanding First Midwest Performance Awards (assuming performance goals applicable to First Midwest Performance Awards are satisfied at the maximum level), (vi) 4,300,000 depositary shares, each representing a 1/40th interest in a share of First Midwest Series A Preferred Stock outstanding (vii) 4,900,000 depositary shares, each representing a 1/40th interest in a share of First Midwest Series C Preferred Stock outstanding and 656,511 shares of First Midwest Common Stock reserved for issuance pursuant to future grants under the First Midwest Dividend Reinvestment Stock Purchase Plan (the “First Midwest DRIP”).  As of the date of this Agreement, except as set forth in the immediately preceding sentence and for changes since May 27, 2021 resulting from the exercise, vesting or settlement of any First Midwest Equity Awards described in the immediately preceding sentence or shares issued in respect of the First Midwest DRIP, there are no other shares of capital stock or other equity or voting securities of First Midwest issued, reserved for issuance or outstanding.  All hypothetical First Midwest Common Stock investments with respect to a First Midwest Deemed Stock Investment represent only the right to receive a payment in cash based on the fair market value of a share of First Midwest Common Stock, and zero shares of First Midwest Common Stock are reserved for issuance in respect of outstanding First Midwest Deemed Stock Investment upon the settlement thereof.  All of the issued and outstanding shares of First Midwest Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof.  There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which stockholders of First Midwest may vote.  Except as set forth on Section 3.2(a) of the First Midwest Disclosure Schedule, no trust preferred or subordinated debt securities of First Midwest are issued or outstanding.  Other than First Midwest Equity Awards issued prior to the date of this Agreement as described in this Section 3.2(a) and shares issuable in respect of the First Midwest DRIP, as of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, rights of first refusal or similar rights, puts, calls, commitments or agreements of any character relating to, or securities or rights convertible or exchangeable into or exercisable for, or valued by reference to, shares of capital stock or other equity or voting securities of or ownership interest in First Midwest, or contracts, commitments, understandings or arrangements by which First Midwest may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in First Midwest, or that otherwise obligate First Midwest to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing.  There are no voting trusts, stockholder agreements, proxies or other agreements in effect to which First Midwest is a party or is bound with respect to the voting or transfer of First Midwest Common Stock or other equity interests of First Midwest.

(b)          First Midwest owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity ownership interests of each of the First Midwest Subsidiaries, free and clear of any liens, pledges, charges, encumbrances and security interests whatsoever (“Liens”), and all of such shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable (except, with respect to bank Subsidiaries, as provided under 12 U.S.C. § 55 or any comparable provision of applicable state law) and free of preemptive rights, with no personal liability attaching to the ownership thereof.  No First Midwest Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock or any other equity security of such Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such Subsidiary.

3.3          Authority; No Violation.

(a)          First Midwest has full corporate power and authority to execute and deliver this Agreement and, subject to the stockholder and other actions described below, to consummate the transactions contemplated hereby.  The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the Merger and the Bank Merger) have been duly and validly approved by the Board of Directors of First Midwest.  The Board of Directors of First Midwest has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of First Midwest and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to First Midwest’s stockholders for adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect.  Except for (i) the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of First Midwest Common Stock entitled to vote on this Agreement (the “Requisite First Midwest Vote”) and (ii) the adoption and approval of the Bank Merger Agreement by the Board of Directors of First Midwest Bank and First Midwest as First Midwest Bank’s sole stockholder, no other corporate proceedings on the part of First Midwest are necessary to approve this Agreement or to consummate the transactions contemplated hereby.  This Agreement has been duly and validly executed and delivered by First Midwest and (assuming due authorization, execution and delivery by Old National) constitutes a valid and binding obligation of First Midwest, enforceable against First Midwest in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”)).

(b)          Neither the execution and delivery of this Agreement by First Midwest nor the consummation by First Midwest of the transactions contemplated hereby, including the Bank Merger, nor compliance by First Midwest with any of the terms or provisions hereof, will (i) violate any provision of the First Midwest Certificate or the First Midwest Bylaws or (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to First Midwest or any of its Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of First Midwest or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which First Midwest or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on First Midwest.

3.4          Consents and Approvals.  Except for (a) the filing of any required applications, filings and notices, as applicable, with NASDAQ, (b) the filing of any required applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications, filings and notices, (c) the filing of any required applications, filings and notices, as applicable, with the Federal Reserve Board, the Office of the Comptroller of the Currency (the “OCC”) and the Illinois Department of Financial and Professional Regulation (the “IDFPR”)  in connection with the Bank Merger, and approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with any state banking or insurance authorities listed on Section 3.4 of the First Midwest Disclosure Schedule or Section 4.4 of the Old National Disclosure Schedule and approval of such applications, filings and notices, (e) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of First Midwest’s stockholders and Old National’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), and of the registration statement on Form S-4 in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC by Old National in connection with the transactions contemplated by this Agreement (the “S‑4”) and the declaration of effectiveness of the S-4, (f) the filing of the Certificates of Merger and the Articles of Designations for the New Old National Preferred Stock with the Indiana Secretary pursuant to the IBCL and the filing of the Bank Merger Certificates and (g) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Old National Common Stock and New Old National Preferred Stock (or depositary shares in respect thereof) pursuant to this Agreement and the approval of the listing of such Old National Common Stock and New Old National Preferred Stock (or depositary shares in respect thereof) on NASDAQ, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity”) are necessary in connection with (i) the execution and delivery by First Midwest of this Agreement or (ii) the consummation by First Midwest of the Merger and the other transactions contemplated hereby (including the Bank Merger).  As of the date hereof, First Midwest is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis.

3.5          Reports.

(a)          First Midwest and each of its Subsidiaries have timely filed (or furnished) all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file (or furnish, as applicable) since January 1, 2019 with (i) any state regulatory authority, (ii) the SEC, (iii) the Federal Reserve Board, (iv) the FDIC, (v) the OCC or the IDFPR, as applicable, (vi) any foreign regulatory authority and (vii) any self-regulatory organization (an “SRO”) ((i) – (vii), collectively, “Regulatory Agencies”), including, without limitation, any report, registration or statement required to be filed (or furnished, as applicable) pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency, and have paid all fees and assessments due and payable in connection therewith, except where the failure to file (or furnish, as applicable) such report, registration or statement or to pay such fees and assessments, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on First Midwest.  Subject to Section 9.14, except as set forth on Section 3.5(a) of the First Midwest Disclosure Schedule and for normal examinations conducted by a Regulatory Agency in the ordinary course of business of First Midwest and its Subsidiaries, (i) no Regulatory Agency has initiated or has pending any proceeding or, to the knowledge of First Midwest, investigation into the business or operations of First Midwest or any of its Subsidiaries since January 1, 2019, (ii) there is no unresolved violation, criticism, or exception by any Regulatory Agency with respect to any report or statement relating to any examinations or inspections of First Midwest or any of its Subsidiaries, and (iii) there have been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency with respect to the business, operations, policies or procedures of First Midwest or any of its Subsidiaries since January 1, 2019; in the case of each of clauses (i) through (iii), which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on First Midwest.

(b)          An accurate copy of each final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished by First Midwest to the SEC since December 31, 2018 pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act (the “First Midwest Reports”) is publicly available.  No such First Midwest Report, as of the date thereof (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading, except that information filed or furnished as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date.  As of their respective dates, all First Midwest Reports filed under the Securities Act and the Exchange Act complied in all material respects with the published rules and regulations of the SEC with respect thereto.  As of the date of this Agreement, no executive officer of First Midwest has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”).  As of the date of this Agreement, there are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the First Midwest Reports.

3.6          Financial Statements.

(a)          The financial statements of First Midwest and its Subsidiaries included (or incorporated by reference) in the First Midwest Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of First Midwest and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of First Midwest and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto.  The books and records of First Midwest and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.  Since January 1, 2017, no independent public accounting firm of First Midwest has resigned (or informed First Midwest that it intends to resign) or been dismissed as independent public accountants of First Midwest as a result of, or in connection with, any disagreements with First Midwest on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

(b)          Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on First Midwest, neither First Midwest nor any of its Subsidiaries has any liability (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of First Midwest included in its Annual and Quarterly Reports on Form 10‑K and Form 10-Q for the fiscal year and quarter ended December 31, 2020 and March 31, 2021, respectively, (including any notes thereto) and for liabilities incurred in the ordinary course of business since December 31, 2020, or in connection with this Agreement and the transactions contemplated hereby.

(c)          The records, systems, controls, data and information of First Midwest and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of First Midwest or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on First Midwest.  First Midwest (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to ensure that material information relating to First Midwest, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of First Midwest by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (y) has disclosed, based on its most recent evaluation prior to the date hereof, to First Midwest’s outside auditors and the audit committee of First Midwest’s Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which would reasonably be expected to adversely affect First Midwest’s ability to record, process, summarize and report financial information, and (ii) to the knowledge of First Midwest, any fraud, whether or not material, that involves management or other employees who have a significant role in First Midwest’s internal controls over financial reporting.  To the knowledge of First Midwest, there is no reason to believe that First Midwest’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due.

(d)          Since January 1, 2019, (i) neither First Midwest nor any of its Subsidiaries, nor, to the knowledge of First Midwest, any director, officer, auditor, accountant or representative of First Midwest or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of First Midwest or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that First Midwest or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing First Midwest or any of its Subsidiaries, whether or not employed by First Midwest or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by First Midwest or any of its officers, directors, employees or agents to the Board of Directors of First Midwest or any committee thereof or, to the knowledge of First Midwest, to any director or officer of First Midwest.

3.7          Broker’s Fees.  With the exception of the engagement of ▇.▇. ▇▇▇▇▇▇ Securities LLC (“▇.▇. ▇▇▇▇▇▇”), neither First Midwest nor any First Midwest Subsidiary nor any of their respective officers or directors has employed any broker, finder or financial advisor or incurred any liability for any broker’s fees, commissions or finder’s fees in connection with the Merger or related transactions contemplated by this Agreement.  First Midwest has disclosed to Old National as of the date hereof the aggregate fees provided for in connection with the engagement by First Midwest of ▇.▇. ▇▇▇▇▇▇ related to the Merger and the other transactions contemplated hereby.

3.8          Absence of Certain Changes or Events.

(a)          Since December 31, 2020, no event or events have occurred that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on First Midwest.

(b)          Except as set forth on Section 3.8(b) of the First Midwest Disclosure Schedule and in connection with the transactions contemplated by this Agreement, since December 31, 2020, First Midwest and its Subsidiaries have carried on their respective businesses in all material respects in the ordinary course.

3.9          Legal Proceedings.

(a)          Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on First Midwest, neither First Midwest nor any of its Subsidiaries is a party to any, and there are no pending or, to First Midwest’s knowledge, threatened, legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations of any nature against First Midwest or any of its Subsidiaries or any of their current or former directors or executive officers or challenging the validity or propriety of the transactions contemplated by this Agreement.

(b)          There is no injunction, order, judgment, decree, or regulatory restriction imposed upon First Midwest, any of its Subsidiaries or the assets of First Midwest or any of its Subsidiaries (or that, upon consummation of the Merger, would apply to the Surviving Corporation or any of its affiliates) that would reasonably be expected to be material to First Midwest and its Subsidiaries, taken as a whole.

3.10        Taxes and Tax Returns.

(a)          Each of First Midwest and its Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all material respects.  Neither First Midwest nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course).  All material Taxes of First Midwest and its Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid.  Each of First Midwest and its Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, stockholder, independent contractor or other third party.  Neither First Midwest nor any of its Subsidiaries has granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect.  The federal income Tax Returns of First Midwest and its Subsidiaries for all years to and including 2019 have been examined by the Internal Revenue Service (the “IRS”) or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired.  Neither First Midwest nor any of its Subsidiaries has received written notice of assessment or proposed assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations or other proceedings regarding any material Tax of First Midwest and its Subsidiaries or the assets of First Midwest and its Subsidiaries.  First Midwest has made available to Old National true and complete copies of any private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed in the last six (6) years.  Neither First Midwest nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among First Midwest and its Subsidiaries).  Neither First Midwest nor any of its Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent of which was First Midwest) or (b) has any liability for the Taxes of any person (other than First Midwest or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise.  Neither First Midwest nor any of its Subsidiaries has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under Section 355 of the Code.  Neither First Midwest nor any of its Subsidiaries has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(1).  At no time during the past five (5) years has First Midwest been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code.

(b)          As used in this Agreement, “Tax” or “Taxes” means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding, value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon.

(c)          As used in this Agreement, “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.

3.11        Employees and Employee Benefit Plans.

(a)          Section 3.11(a) of the First Midwest Disclosure Schedule lists all material First Midwest Benefit Plans.  For purposes of this Agreement, “First Midwest Benefit Plans” means all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), whether or not subject to ERISA, and all stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, retention, bonus, employment, change in control, termination or severance plans, programs, agreements or arrangements that are maintained, contributed to or sponsored or maintained by, or required to be contributed to, First Midwest or any of its Subsidiaries for the benefit of any current or former employee, officer or director of First Midwest or any of its Subsidiaries, excluding, in each case, any Multiemployer Plan.

(b)          First Midwest has heretofore made available to Old National true and complete copies of (i) each material First Midwest Benefit Plan, including any amendments thereto and all related trust documents, insurance contracts or other funding vehicles, and (ii) to the extent applicable, (A) the most recent summary plan description, if any, required under ERISA with respect to such First Midwest Benefit Plan, (B) the most recent annual report (Form 5500), if any, filed with the IRS, (C) the most recently received IRS determination letter, if any, relating to such First Midwest Benefit Plan, (D) the most recently prepared actuarial report for each First Midwest Benefit Plan (if applicable), and (E) all material non-routine correspondence to or from any Governmental Entity received in the last three (3) years with respect to such First Midwest Benefit Plan.

(c)          Each First Midwest Benefit Plan has been established, operated and administered in all material respects in accordance with its terms and the requirements of all applicable laws, including ERISA and the Code.

(d)          Section 3.11(d) of the First Midwest Disclosure Schedule identifies each First Midwest Benefit Plan that is intended to be qualified under Section 401(a) of the Code (the “First Midwest Qualified Plans”).  The IRS has issued a favorable determination letter with respect to each First Midwest Qualified Plan and the related trust, and, to the knowledge of First Midwest, there are no existing circumstances and no events have occurred that would reasonably be expected to adversely affect the qualified status of any First Midwest Qualified Plan or the related trust.

(e)          With respect to each First Midwest Benefit Plan that is subject to Title IV or Section 302 of ERISA or Section 412, 430 or 4971 of the Code:  (i) no such First Midwest Benefit Plan is in “at-risk” status for purposes of Section 430 of the Code, (ii) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred, (iii) all premiums to the Pension Benefit Guaranty Corporation (the “PBGC”) have been timely paid in full, (iv) no material liability (other than for premiums to the PBGC) under Title IV of ERISA has been or is reasonably expected to be incurred by First Midwest or any of its Subsidiaries, and (v) the PBGC has not instituted proceedings to terminate any such PBGC Benefit Plan.  No Controlled Group Liability has been incurred by First Midwest or its ERISA Affiliates that has not been satisfied in full, and, to the knowledge of First Midwest, no condition exists that presents a material risk to First Midwest or its ERISA Affiliates of incurring any such liability, except as, either individually or in the aggregate, would not reasonably be expected to result in any material liability to First Midwest and its Subsidiaries.  For purposes of this Agreement, “Controlled Group Liability” means any and all liabilities (1) under Title IV of ERISA, (2) under Section 302 of ERISA, (3) under Sections 412 and 4971 of the Code, and (4) as a result of a failure to comply with the continuing coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code.

(f)          None of First Midwest, any of its Subsidiaries or any of their respective ERISA Affiliates has, at any time during the last six (6) years, contributed to or been obligated to contribute to any plan that is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (a “Multiemployer Plan”) or a plan that has two or more contributing sponsors, at least two of whom are not under common control, within the meaning of Section 4063 of ERISA (a “Multiple Employer Plan”), and none of First Midwest, any of its Subsidiaries or any of their respective ERISA Affiliates has incurred any material liability to a Multiemployer Plan or a Multiple Employer Plan as a result of a complete or partial withdrawal (as those terms are defined in Part I of Subtitle E of Title IV of ERISA) from a Multiemployer Plan or a Multiple Employer Plan that has not been satisfied in full.  For purposes of this Agreement, “ERISA Affiliate” means, with respect to any entity, trade or business, any other entity, trade or business that is, or was at the relevant time, a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes or included the first entity, trade or business, or that is, or was at the relevant time, a member of the same “controlled group” as the first entity, trade or business pursuant to Section 4001(a)(14) of ERISA.

(g)          Except as set forth on Section 3.11(g) of the First Midwest Disclosure Schedule, neither First Midwest nor any of its Subsidiaries sponsors, has sponsored or has any obligation with respect to any employee benefit plan that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired or former employees or their dependents, except as required by Section 4980B of the Code.

(h)          All contributions required to be made to any First Midwest Benefit Plan by applicable law or by any plan document, and all premiums due or payable with respect to insurance policies funding any First Midwest Benefit Plan, for any period through the date hereof, have been timely made or paid in full or, to the extent not required to be made or paid on or before the date hereof, have been fully reflected on the books and records of First Midwest, except as, either individually or in the aggregate, would not reasonably be expected to result in any material liability to First Midwest and its Subsidiaries.

(i)          There are no pending or threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations that have been asserted or instituted, and, to First Midwest’s knowledge, no set of circumstances exists that may reasonably be expected to give rise to a claim or lawsuit, against the First Midwest Benefit Plans, any fiduciaries thereof with respect to their duties to the First Midwest Benefit Plans or the assets of any of the trusts under any of the First Midwest Benefit Plans, except as, either individually or in the aggregate, would not reasonably be expected to result in any material liability to First Midwest and its Subsidiaries.

(j)          Except as set forth on Section 3.11(j) of the First Midwest Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event) (i) entitle any employee, officer, director or individual independent contractor of First Midwest or any of its Subsidiaries to any payment or benefit, (ii) result in, accelerate, cause the vesting, exercisability, funding, payment or delivery of, or increase in the amount or value of, any payment, right or other benefit to any employee, officer, director or independent contractor of First Midwest or any of its Subsidiaries, (iii) accelerate the timing of or cause First Midwest or any of its Subsidiaries to transfer or set aside any assets to fund any material benefits under any First Midwest Benefit Plan, or (iv) result in any limitation on the right of First Midwest or any of its Subsidiaries to amend, merge, terminate or receive a reversion of assets from any First Midwest Benefit Plan or related trust.  Without limiting the generality of the foregoing, no amount paid or payable (whether in cash, in property, or in the form of benefits) by First Midwest or any of its Subsidiaries in connection with the transactions contemplated hereby (either solely as a result thereof or as a result of such transactions in conjunction with any other event) will be an “excess parachute payment” within the meaning of Section 280G of the Code.

(k)          Neither First Midwest nor any of its Subsidiaries is a party to any plan, program, agreement or arrangement that provides for the gross-up or reimbursement of Taxes imposed under Sections 409A or 4999 of the Code (or any corresponding provisions of state or local law relating to Tax).

(l)          There are no pending or, to the knowledge of First Midwest, threatened material labor grievances or material unfair labor practice claims or charges against First Midwest or any of its Subsidiaries, or any strikes or other material labor disputes against First Midwest or any of its Subsidiaries.  Neither First Midwest nor any of its Subsidiaries is party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of First Midwest or any of its Subsidiaries and, to the knowledge of First Midwest, there are no organizing efforts by any union or other group seeking to represent any employees of First Midwest and its Subsidiaries.

(m)         First Midwest and its Subsidiaries are in compliance in all material respects with, and since December 31, 2018 have complied in all material respects with, all laws regarding employment and employment practices, terms and conditions of employment, wages and hours, paid sick leave, classification of employees and independent contractors, equitable pay practices, privacy rights, labor disputes, employment discrimination, sexual or racial harassment or discrimination, workers’ compensation or long-term disability policies, retaliation, immigration, family and medical leave, occupational safety and health and other laws in respect of any reduction in force (including notice, information and consultation requirements).

(n)          (i) To the knowledge of First Midwest, no written allegations of sexual or racial harassment or sexual or race-based misconduct have been made since December 31, 2018 against any First Midwest Section 16 Individuals, (ii) since December 31, 2018, neither First Midwest nor any of its Subsidiaries has entered into any settlement agreement related to allegations of sexual or racial harassment or sexual or race-based misconduct by any First Midwest Section 16 Individuals, and (iii) there are no proceedings currently pending or, to the knowledge of First Midwest, threatened related to any allegations of sexual or racial harassment or sexual or race-based misconduct by any First Midwest Section 16 Individuals.

3.12        Compliance with Applicable Law.  First Midwest and each of its Subsidiaries hold, and have at all times since December 31, 2018, held, all licenses, franchises, permits and authorizations necessary for the lawful conduct of their respective businesses and ownership of their respective properties, rights and assets under and pursuant to each (and have paid all fees and assessments due and payable in connection therewith), except where neither the cost of failure to hold nor the cost of obtaining and holding such license, franchise, permit or authorization (nor the failure to pay any fees or assessments) would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on First Midwest, and, to the knowledge of First Midwest, no suspension or cancellation of any such necessary license, franchise, permit or authorization is threatened.  First Midwest and each of its Subsidiaries have complied in all material respects with and are not in material default or violation under any applicable law, statute, order, rule, regulation, policy and/or guideline of any Governmental Entity relating to First Midwest or any of its Subsidiaries, including all laws relating to the privacy and security of data or information that constitutes personal data or personal information under applicable law (“Personal Data”), the USA PATRIOT Act, the Bank Secrecy Act, the Equal Credit Opportunity Act and Regulation B, the Fair Housing Act, the Community Reinvestment Act, the Fair Credit Reporting Act, the Truth in Lending Act and Regulation Z, the Home Mortgage Disclosure Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, any regulations promulgated by the Consumer Financial Protection Bureau, the Interagency Policy Statement on Retail Sales of Nondeposit Investment Products, the SAFE Mortgage Licensing Act of 2008, the Real Estate Settlement Procedures Act and Regulation X, and any other laws relating to bank secrecy, discriminatory lending, financing or leasing practices, consumer protection, money laundering prevention, foreign assets control, U.S. sanctions laws and regulations, Sections 23A and 23B of the Federal Reserve Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and all agency requirements relating to the origination, sale and servicing of mortgage and consumer loans.  Each of First Midwest’s Subsidiaries that is an insured depository institution has a Community Reinvestment Act rating of “satisfactory” or better.  Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on First Midwest, none of First Midwest, or any of its Subsidiaries or, to the knowledge of First Midwest, any director, officer, employee, agent or other person acting on behalf of First Midwest or any of its Subsidiaries has, directly or indirectly, (a) used any funds of First Midwest or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (b) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of First Midwest or any of its Subsidiaries, (c) violated any provision that would result in the violation of the Foreign Corrupt Practices Act of 1977, as amended, or any similar law, (d) established or maintained any unlawful fund of monies or other assets of First Midwest or any of its Subsidiaries, (e) made any fraudulent entry on the books or records of First Midwest or any of its Subsidiaries, or (f) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for First Midwest or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for First Midwest or any of its Subsidiaries, or is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department.  First Midwest maintains a written information privacy and security program that maintains reasonable measures to protect the privacy, confidentiality and security of all Personal Data against any (i) loss or misuse of Personal Data, (ii) unauthorized or unlawful operations performed upon Personal Data or (iii) other act or omission that compromises the security or confidentiality of Personal Data (clauses (i) through (iii), a “Security Breach”).  To the knowledge of First Midwest, First Midwest has not experienced any Security Breach that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on First Midwest.  To the knowledge of First Midwest, there are no data security or other technological vulnerabilities with respect to First Midwest’s information technology systems or networks that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on First Midwest.  Except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on First Midwest:  (i) First Midwest Bank has complied in all material respects with all requirements of the Coronavirus Aid, Relief, and Economic Security (CARES) Act (the “CARES Act”) and the Paycheck Protection Program, including applicable guidance, in connection with its participation in the Paycheck Protection Program; (ii) First Midwest and each of its Subsidiaries have properly administered all accounts for which it acts as a fiduciary, including accounts for which it serves as a trustee, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents and applicable state, federal and foreign law; and (iii) none of First Midwest, any of its Subsidiaries, or any of its or its Subsidiaries’ directors, officers or employees, has committed any breach of trust or fiduciary duty with respect to any such fiduciary account, and the accountings for each such fiduciary account are true, correct and complete and accurately reflect the assets and results of such fiduciary account.

3.13       Certain Contracts.

(a)          Except as set forth in Section 3.13(a) of the First Midwest Disclosure Schedule or as filed with or incorporated into any First Midwest Report filed prior to the date hereof, as of the date hereof, neither First Midwest nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral, but excluding any First Midwest Benefit Plan):  (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) which contains a provision that materially restricts the conduct on any line of business by First Midwest or any of its Subsidiaries or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving Corporation or any of its affiliates to engage in any line of business or in any geographic region (including any exclusivity or exclusive dealing provisions with such an effect); (iii) which is a collective bargaining agreement or similar agreement with any labor organization; (iv) any of the benefits of or obligations under which will arise or be increased or accelerated by the occurrence of the execution and delivery of this Agreement, receipt of the Requisite First Midwest Vote or the announcement or consummation of any of the transactions contemplated by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase or acceleration of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on First Midwest; (v) (A) that relates to the incurrence of indebtedness by First Midwest or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee, support, assumption or endorsement by First Midwest or any of its Subsidiaries of, or any similar commitment by First Midwest or any of its Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in the principal amount of $15,000,000 or more, or (C) that provides for any material indemnification or similar obligations on the part of First Midwest or any of its Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of First Midwest or its Subsidiaries, taken as a whole; (vii) which creates future payment obligations in excess of $5,000,000 per annum other than any such contracts which are terminable by First Midwest or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than extensions of credit, other customary banking products offered by First Midwest or its Subsidiaries, or derivatives issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains any material continuing obligations of First Midwest or any of its Subsidiaries; or (ix) that relates to the acquisition or disposition of any person, business or asset and under which First Midwest or its Subsidiaries have or may have a material obligation or liability.  Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a) (excluding any First Midwest Benefit Plan), whether or not set forth in the First Midwest Disclosure Schedule, is referred to herein as a “First Midwest Contract.”  First Midwest has made available to Old National true, correct and complete copies of each First Midwest Contract in effect as of the date hereof.

(b)          In each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on First Midwest, (i) each First Midwest Contract is valid and binding on First Midwest or one of its Subsidiaries, as applicable, and in full force and effect, (ii) First Midwest and each of its Subsidiaries has in all material respects complied with and performed all obligations required to be performed by it to date under each First Midwest Contract, (iii) to the knowledge of First Midwest, each third-party counterparty to each First Midwest Contract has in all material respects complied with and performed all obligations required to be performed by it to date under such First Midwest Contract, (iv) First Midwest does not have knowledge of, and has not received notice of, any violation of any First Midwest Contract by any of the other parties thereto, (v) no event or condition exists which constitutes or, after notice or lapse of time or both, will constitute, a material breach or default on the part of First Midwest or any of its Subsidiaries, or to the knowledge of First Midwest, any other party thereto, of or under any such First Midwest Contract and (vi) no third-party counterparty to any First Midwest Contract has exercised or threatened in writing to exercise any force majeure (or similar) provision to excuse non-performance or performance delays in any First Midwest Contract as a result of the Pandemic or the Pandemic Measures.

3.14        Agreements with Regulatory Agencies.  Subject to Section 9.14, neither First Midwest nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty by, or has been since January 1, 2019, a recipient of any supervisory letter from, or since January 1, 2019, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management policies, its management or its business (each, whether or not set forth in the First Midwest Disclosure Schedule, a “First Midwest Regulatory Agreement”), nor has First Midwest or any of its Subsidiaries been advised in writing since January 1, 2019, by any Regulatory Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such First Midwest Regulatory Agreement.

3.15        Risk Management Instruments.  Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on First Midwest, (a) all interest rate swaps, caps, floors, option agreements, futures and forward contracts and other similar derivative transactions and risk management arrangements, whether entered into for the account of First Midwest, any of its Subsidiaries or for the account of a customer of First Midwest or one of its Subsidiaries, were entered into in the ordinary course of business and in accordance with applicable rules, regulations and policies of any Regulatory Agency and with counterparties believed to be financially responsible at the time and are legal, valid and binding obligations of First Midwest or one of its Subsidiaries enforceable in accordance with their terms (except as may be limited by the Enforceability Exceptions), and are in full force and effect; and (b) First Midwest and each of its Subsidiaries have duly performed in all material respects all of their material obligations thereunder to the extent that such obligations to perform have accrued, and, to First Midwest’s knowledge, there are no material breaches, violations or defaults or allegations or assertions of such by any party thereunder.

3.16        Environmental Matters.  Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on First Midwest, First Midwest and its Subsidiaries are in compliance, and have complied since January 1, 2019, with each federal, state or local law, regulation, order, decree, permit, authorization, common law or agency requirement relating to:  (a) the protection or restoration of the environment, health and safety as it relates to hazardous substance exposure or natural resource damages, (b) the handling, use, presence, disposal, release or threatened release of, or exposure to, any hazardous substance, or (c) noise, odor, wetlands, indoor air, pollution, contamination or any injury to persons or property from exposure to any hazardous substance (collectively, “Environmental Laws”).  There are no legal, administrative, arbitral or other proceedings, claims or actions or, to the knowledge of First Midwest, any private environmental investigations or remediation activities or governmental investigations of any nature seeking to impose, or that could reasonably be expected to result in the imposition, on First Midwest or any of its Subsidiaries of any liability or obligation arising under any Environmental Law, pending or threatened against First Midwest, which liability or obligation would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on First Midwest.  To the knowledge of First Midwest, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would impose any liability or obligation that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on First Midwest.

3.17        Investment Securities and Commodities.

(a)          Each of First Midwest and its Subsidiaries has good title in all material respects to all securities and commodities owned by it (except those sold under repurchase agreements), free and clear of any Liens, except as set forth in the financial statements included in the First Midwest Reports or to the extent such securities or commodities are pledged in the ordinary course of business to secure obligations of First Midwest or its Subsidiaries.  Such securities and commodities are valued on the books of First Midwest in accordance with GAAP in all material respects.

(b)          First Midwest and its Subsidiaries and their respective businesses employ investment, securities, commodities, risk management and other policies, practices and procedures that First Midwest believes are prudent and reasonable in the context of such businesses.  Prior to the date of this Agreement, First Midwest has made available to Old National the material terms of such policies, practices and procedures.

3.18        Real Property.  Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on First Midwest, (a) First Midwest or a First Midwest Subsidiary has good and marketable title to all the real property reflected in the latest audited balance sheet included in the First Midwest Reports as being owned by First Midwest or a First Midwest Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “First Midwest Owned Properties”), free and clear of all Liens, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (clauses (i) through (iv), collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such First Midwest Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with First Midwest Owned Properties, the “First Midwest Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the knowledge of First Midwest, the lessor.  There are no pending or, to the knowledge of First Midwest, threatened condemnation proceedings against First Midwest Real Property.

3.19        Intellectual Property.  First Midwest and each of its Subsidiaries owns, or is licensed to use (in each case, free and clear of any material Liens), all Intellectual Property necessary for the conduct of its business as currently conducted.  Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on First Midwest, (a) (i) to the knowledge of First Midwest, the use of any Intellectual Property by First Midwest and its Subsidiaries does not infringe, misappropriate or otherwise violate the rights of any person and is in accordance with any applicable license pursuant to which First Midwest or any First Midwest Subsidiary acquired the right to use any Intellectual Property, and (ii) to the knowledge of First Midwest, no person has asserted in writing to First Midwest that First Midwest or any of its Subsidiaries has infringed, misappropriated or otherwise violated the Intellectual Property rights of such person, (b) no person is challenging or, to the knowledge of First Midwest, infringing on or otherwise violating, any right of First Midwest or any of its Subsidiaries with respect to any Intellectual Property owned by First Midwest or its Subsidiaries, and (c) neither First Midwest nor any First Midwest Subsidiary has received any written notice of any pending claim with respect to any Intellectual Property owned by First Midwest or any First Midwest Subsidiary, and First Midwest and its Subsidiaries have taken commercially reasonable actions to avoid the abandonment, cancellation or unenforceability of all Intellectual Property owned or licensed, respectively, by First Midwest and its Subsidiaries.  For purposes of this Agreement, “Intellectual Property” means trademarks, service marks, brand names, internet domain names, logos, symbols, certification marks, trade dress and other indications of origin, the goodwill associated with the foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the foregoing, including any extension, modification or renewal of any such registration or application; patents, applications for patents (including divisions, continuations, continuations in part and renewal applications), all improvements thereto, and any renewals, extensions or reissues thereof, in any jurisdiction; trade secrets; and copyright registrations or applications for registration of copyrights in any jurisdiction, and any renewals or extensions thereof.

3.20       Related Party Transactions.  Except as set forth in Section 3.20 of the First Midwest Disclosure Schedule, there are no transactions or series of related transactions, agreements, arrangements or understandings, nor are there any currently proposed transactions or series of related transactions, between First Midwest or any of its Subsidiaries, on the one hand, and any current or former director or “executive officer” (as defined in Rule 3b-7 under the Exchange Act) of First Midwest or any of its Subsidiaries or any person who beneficially owns (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) 5% or more of the outstanding First Midwest Common Stock (or any of such person’s immediate family members or affiliates) (other than Subsidiaries of First Midwest) on the other hand, of the type required to be reported in any First Midwest Report pursuant to Item 404 of Regulation S-K promulgated under the Exchange Act that have not been so reported on a timely basis.

3.21        State Takeover Laws.  The Board of Directors of First Midwest has approved this Agreement and the transactions contemplated hereby as required to render inapplicable to such agreements and transactions Section 203 of the DGCL and any similar “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” law (any such laws, “Takeover Statutes”). In accordance with Section 262 of the DGCL, no appraisal or dissenters’ rights will be available to the holders of First Midwest Common Stock or First Midwest Preferred Stock in connection with the Merger.

3.22        Reorganization.  First Midwest has not taken any action and is not aware of any fact or circumstance that could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

3.23        Opinions.  Prior to the execution of this Agreement, the Board of Directors of First Midwest has received an opinion (which, if initially rendered verbally, has been or will be confirmed by a written opinion, dated the same date) of ▇.▇. ▇▇▇▇▇▇ to the effect that, as of the date of such opinion, and based upon and subject to the factors, assumptions, and limitations set forth therein, the Exchange Ratio in the Merger is fair from a financial point of view to the holders of First Midwest Common Stock.  Such opinion has not been amended or rescinded as of the date of this Agreement.

3.24        First Midwest Information.  The information relating to First Midwest and its Subsidiaries to be contained in the Joint Proxy Statement and the S-4, and the information relating to First Midwest and its Subsidiaries that is provided by First Midwest or its representatives for inclusion in any other document filed with any other Regulatory Agency in connection herewith, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading.  The Joint Proxy Statement (except for such portions thereof that relate only to Old National or any of its Subsidiaries) will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.  The S-4 (except for such portions thereof that relate only to Old National or any of its Subsidiaries) will comply in all material respects with the provisions of the Securities Act and the rules and regulations thereunder.

3.25        Loan Portfolio.

(a)          As of the date hereof, except as set forth in Section 3.25(a) of the First Midwest Disclosure Schedule, neither First Midwest nor any of its Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”) with any borrower (each a “Borrower”) in which First Midwest or any Subsidiary of First Midwest is a creditor which as of April 30, 2021, had an outstanding balance plus unfunded commitments, if any (collectively, the “Total Borrower Commitment”), of $10,000,000 or more and under the terms of which the Borrower was, as of  April 30, 2021, over ninety (90) days or more delinquent in payment of principal or interest.  Set forth in Section 3.25(a) of the First Midwest Disclosure Schedule is a true, correct and complete list of (A) all of the Loans of First Midwest and its Subsidiaries that, as of  April 30, 2021, had an outstanding balance of $10,000,000 or more and were classified by First Midwest as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans” or words of similar import, together with the principal amount and accrued and unpaid interest on each such Loan and the identity of the borrower thereunder, together with the aggregate principal amount and accrued and unpaid interest on such Loans, by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and (B) each asset of First Midwest or any of its Subsidiaries that, as of April 30, 2021, is classified as “Other Real Estate Owned” and the book value thereof.

(b)          Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on First Midwest, each Loan of First Midwest and its Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent carried on the books and records of First Midwest and its Subsidiaries as secured Loans, has been secured by valid Liens, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions.

(c)          Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on First Midwest, each outstanding Loan of First Midwest or any of its Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, the written underwriting standards of First Midwest and its Subsidiaries (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state and local laws, regulations and rules.

3.26       Insurance.  Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on First Midwest, First Midwest and its Subsidiaries are insured with reputable insurers against such risks and in such amounts as the management of First Midwest reasonably has determined to be prudent and consistent with industry practice, and First Midwest and its Subsidiaries are in compliance in all material respects with their insurance policies and are not in default under any of the terms thereof, each such policy is outstanding and in full force and effect and, except for policies insuring against potential liabilities of officers, directors and employees of First Midwest and its Subsidiaries, First Midwest or the relevant Subsidiary thereof is the sole beneficiary of such policies, and all premiums and other payments due under any such policy have been paid, and all claims thereunder have been filed in due and timely fashion.

3.27        Information Security.  Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on First Midwest, to the knowledge of First Midwest, since January 1, 2019, no third party has gained unauthorized access to any information technology networks controlled by and material to the operation of the business of First Midwest and its Subsidiaries.

3.28        Subordinated Indebtedness.  First Midwest has performed, or has caused its applicable Subsidiary to perform, all of the obligations required to be performed by it and its Subsidiaries and is not in default under the terms of the indebtedness or other instruments related thereto set forth on Section 6.18 of the First Midwest Disclosure Schedule, including any indentures, junior subordinated debentures or trust preferred securities or any agreements related thereto.

3.29        Investment Advisor Subsidiary.

(a)          First Midwest has certain Subsidiaries that provide investment management, investment advisory or sub-advisory services (including management and advice provided to separate accounts and participation in wrap fee programs and are required to register with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”)) (each such Subsidiary, a “First Midwest Advisory Entity”). Each First Midwest Advisory Entity is registered as an investment adviser under the Investment Advisers Act and has operated since January 1, 2018 and is currently operating in compliance with all laws applicable to it or its business and has all registrations, permits, licenses, exemptions, orders and approvals required for the operation of its business or ownership of its properties and assets substantially as presently conducted, except in each case as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on First Midwest.

(b)          The accounts of each advisory client of First Midwest or its Subsidiaries, for purposes of the Investment Advisers Act, that are subject to ERISA have been managed by the applicable First Midwest Advisory Entity in compliance with the applicable requirements of ERISA, except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on First Midwest.

(c)          None of the First Midwest Advisory Entities nor any “person associated with an investment adviser” (as defined in the Investment Advisers Act) of any of them is ineligible pursuant to Section 203 of the Investment Advisers Act to serve as an investment advisor or as a person associated with a registered investment advisor, except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on First Midwest.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF OLD NATIONAL

Except (a) as disclosed in the disclosure schedule delivered by Old National to First Midwest concurrently herewith (the “Old National Disclosure Schedule”); provided, that (i) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (ii) the mere inclusion of an item in the Old National Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Old National that such item represents a material exception or fact, event or circumstance or that such item would reasonably be expected to result in a Material Adverse Effect, and (iii) any disclosures made with respect to a section of this Article IV shall be deemed to qualify (1) any other section of this Article IV specifically referenced or cross-referenced and (2) other sections of this Article IV to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross-reference) from a reading of the disclosure that such disclosure applies to such other sections or (b) as disclosed in any Old National Reports filed by Old National after January 1, 2020 and prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer or any other statements that are similarly nonspecific or cautionary, predictive or forward-looking in nature), Old National hereby represents and warrants to First Midwest as follows:

4.1          Corporate Organization.

(a)          Old National is a corporation duly organized, validly existing and in good standing under the laws of the State of Indiana and is a bank holding company duly registered under the BHC Act.  Old National has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted.  Old National is duly licensed or qualified to do business and in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing, qualification or standing necessary, except where the failure to be so licensed or qualified or to be in good standing would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Old National.  True and complete copies of the Old National Articles and Old National Bylaws, as in effect as of the date of this Agreement, have previously been made available by Old National to First Midwest.

(b)          Each Subsidiary of Old National (a “Old National Subsidiary”) (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) is duly qualified to do business and, where such concept is recognized under applicable law, in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified and in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect on Old National, and (iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted.  There are no restrictions on the ability of any Subsidiary of Old National to pay dividends or distributions except, in the case of a Subsidiary that is a regulated entity, for restrictions on dividends or distributions generally applicable to all such regulated entities.  The deposit accounts of each Subsidiary of Old National that is an insured depository institution are insured by the FDIC through the Deposit Insurance Fund to the fullest extent permitted by law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or threatened.  Section 4.1(b) of the Old National Disclosure Schedule sets forth a true and complete list of all Subsidiaries of Old National as of the date hereof.

	if to Old National, to:
	Old National Bancorp
	▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
	▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
	Attention:	▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		Executive Vice President, Corporate Secretary
	Email:	▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
	With a copy (which shall not constitute notice) to:
	Squire ▇▇▇▇▇▇ ▇▇▇▇▇ (US) LLP
	▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
	▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
	Attention:	▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
	Email:	▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

		and
	(a)	if to First Midwest, to:
		First Midwest Bancorp, Inc.
		▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
		▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
		Attention:	▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
			Executive Vice President, General Counsel and Corporate Secretary
		Email:	▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
		With a copy (which shall not constitute notice) to:
		▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
		▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
		▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
		Attention:	▇▇▇▇ ▇. ▇▇▇▇▇▇▇
		Email:	▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

	OLD NATIONAL BANCORP
	By:	/s/ ▇▇▇▇▇ ▇. ▇▇▇▇ III
		Name:	▇▇▇▇▇ ▇. ▇▇▇▇ III
		Title:	Chairman of the Board and Chief Executive Officer

By:	/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:	▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:	Executive Vice President and Chief Legal Counsel

By:	/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:	▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:	Executive Vice President, General Counsel and Corporate Secretary

	OLD NATIONAL BANCORP
	By
	Title
	Name

2.	Executive Chairman; CEO; Lead Director.

3.	Composition of the Board of Directors.

4.	Composition of Committees.

5.	Old National Bank Board of Directors.

6.	Corporate Name; Headquarters.

7.	Amendments.

a.

The approval of the OCC under 12 U.S.C. § 215a and 12 U.S.C. § 1828(c) with respect to the Bank Merger shall have been obtained and shall be in full force and effect, and all related waiting periods shall have expired or been terminated; and all other material consents, approvals, permissions, and authorizations of, filings and registrations with, and notifications to, all governmental authorities required for the consummation of the Bank Merger shall have been obtained or made and shall be in full force and effect and all waiting periods required by law shall have expired or been terminated.

b.

The Merger shall have been consummated in accordance with the terms of the Merger Agreement.

c.

No order, injunction or decree issued by any court or governmental entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Bank Merger shall be in effect and no law, statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any governmental entity which prohibits or makes illegal consummation of the Bank Merger.

d.

This Agreement shall have been ratified, confirmed and approved by the sole shareholder of each of Surviving Bank and Merging Bank.

	MERGING BANK
	By:
	Title:
	SURVIVING BANK
	By:
	Title: