Old National Bancorp S-4/A, filed Jan 23, 2024

Old National Bancorp (ONB)

S-4/A 2024-01-23

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Added on October 17, 2026

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	Non-accelerated filer ☐			Smaller reporting company ☐
				Emerging growth company ☐

	PAGE
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING		1
SUMMARY		9
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		16
RISK FACTORS		18
INFORMATION ABOUT THE CAPSTAR SPECIAL MEETING		23
Time, Date, and Place		23
Matters to Be Considered		23
Recommendation of CapStar’s Board of Directors		23
Record Date and Quorum		23
Required Vote		24
How to Attend and Vote		24
Proxies		24
Revocation of Proxies		25
Solicitation of Proxies		25
Other Matters to Come Before the Special Meeting		26
Questions and Additional Information		26
CAPSTAR PROPOSALS		27
Proposal No. 1 – Merger Proposal		27
Proposal No. 2 – Compensation Proposal		27
Proposal No. 3 – Adjournment Proposal		27
INFORMATION ABOUT OLD NATIONAL BANCORP		29
INFORMATION ABOUT CAPSTAR FINANCIAL HOLDINGS, INC.		30
THE MERGER		31
Terms of the Merger		31
Background of the Merger		31
CapStar’s Reasons for the Merger; Recommendation of CapStar’s Board of Directors		34
Opinion of CapStar’s Financial Advisor		36
Interests of CapStar’s Directors and Executive Officers in the Merger		46
Regulatory Approvals Required for the Merger		50
Public Trading Markets		52
Appraisal or Dissenters’ Rights in the Merger		52
Litigation Relating to the Merger		52
THE MERGER AGREEMENT		53
Explanatory Note Regarding the Merger Agreement		53
Structure of the Merger		53
Merger Consideration		54
Fractional Shares		54
Governing Documents		54
Treatment of CapStar Equity Awards		54
Closing and Effective Time of the Merger		55
Exchange of Shares		55

	PAGE
Representations and Warranties		56
Covenants and Agreements		58
Agreement Not to Solicit Other Offers		63
Conditions to Complete the Merger		63
Termination of the Merger Agreement		64
Effect of Termination		65
Termination Fee		65
Expenses and Fees		66
Amendment, Waiver, and Extension of the Merger Agreement		66
Governing Law		66
Specific Performance		66
SHAREHOLDER VOTING AGREEMENTS		67
ACCOUNTING TREATMENT		68
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER		69
DESCRIPTION OF OLD NATIONAL SECURITIES		72
COMPARISON OF SHAREHOLDERS’ RIGHTS		75
LEGAL MATTERS		82
EXPERTS		82
DEADLINES FOR SUBMITTING SHAREHOLDER PROPOSALS		83
WHERE YOU CAN FIND MORE INFORMATION		84
Annex A – Agreement and Plan of Merger		A-1
Annex B – Form of Shareholder Voting Agreement		B-1
Annex C – Opinion of Morgan Stanley & Co. LLC		C-1

	Implied Exchange Ratio Range
Price / 2024 EPS
CapStar Street Projections to Old National Street Projections		0.780x – 1.246x
Price / Tangible Book Value
CapStar Street Projections to Old National Street Projections		0.887x – 2.019x
Price / TBV vs. ROATCE (2024E) Regression
CapStar Street Projections to Old National Street Projections		0.972x – 1.437x
Dividend Discount Analysis
CapStar Street Projections to Old National Street Projections		0.642x – 0.984x

Name(1)	Cash ($)(2)		Equity ($)(3)		Perquisites/ Benefits ($)(4)		Total ($)
Named Executive Officers
Timothy K. Schools President and Chief Executive Officer		4,625,000		683,604		25,000		5,333,604
Michael J. Fowler Chief Financial Officer		731,122		143,356		25,000		899,478
Christopher G. Tietz Chief Banking Officer		1,054,215		164,216		25,000		1,243,431
Kenneth E. Webb Chief Operations and Technology Officer		672,473		20,255		25,000		717,728

Name	Annual Bonus ($)		Severance Payment ($)		Post-Termination Medical Payment ($)		Pay to Integrate Award ($)
Named Executive Officers
Timothy K. Schools		262,500		2,362,500		1,000,000		1,000,000
Michael J. Fowler		110,000		577,500		43,622		—
Christopher G. Tietz		126,000		882,000		46,215		—
Kenneth E. Webb		97,768		513,282		61,423		—

Name	Single-Trigger		Double-Trigger
	Performance-Based Restricted Stock Units ($)		Time-Based Restricted Stock Units ($)
Named Executive Officers
Timothy K. Schools		509,180		174,424
Michael J. Fowler		106,782		36,574
Christopher G. Tietz		122,328		41,888
Kenneth E. Webb		—		20,255

	CapStar Governing Documents	Old National Governing Documents
Number of Authorized and Outstanding Shares	CapStar is authorized to issue up to (i) 35,000,000 shares of common stock, par value $1.00 per share, and (ii) 5,000,000 shares of preferred stock, par value $1.00 per share, of which 1,609,800 are designated as Series A Nonvoting Noncumulative Convertible Preferred Stock. As of the record date for the special meeting of CapStar shareholders, there were [ ] shares of CapStar common stock outstanding and no shares of CapStar preferred stock outstanding.	Old National is authorized to issue up to (i) 600,000,000 shares of common stock, without par value and (ii) 2,000,000 shares of preferred stock, without par value. As of December 20, 2023, there were 292,654,953 shares of Old National common stock outstanding and 231,000 shares of Old National preferred stock outstanding.
Voting Limitations	Holders of CapStar common stock are entitled to one vote per share in the election of directors and on all other matters submitted to a vote at a meeting of CapStar shareholders.	Each share of Old National common stock is entitled to one vote on each matter voted on at a meeting of Old National’s shareholders.
Rights of Preferred Stock	CapStar’s charter provides that the board of directors of CapStar may fix from time to time, by resolutions providing for the establishment and/or issuance of any series of common or preferred stock, the designation of such series and preferences, limitations and relative rights of the shares of such series. The shares of both common and preferred stock may be issued from time to time as authorized by the CapStar board of directors without the approval of CapStar’s	Old National’s articles of incorporation provide that shares of preferred stock may be issued from time to time in one or more additional series. Such shares of preferred stock may be redeemed, purchased, or otherwise acquired by Old National, subject to any limitation or restriction, if any, as contained in the express terms of any series, and may be reissued except as otherwise provided by law. As of December 20, 2023, there were 231,000 shares of Old

	CapStar Governing Documents	Old National Governing Documents
	shareholders, except to the extent that such approval is required by governing law, rule, or regulation. No shares of CapStar preferred stock are issued and outstanding.	National preferred stock outstanding. The designations, powers, preferences, limitations, restrictions and relative rights of such preferred stock are set forth in Old National’s articles of incorporation.
Size of Board of Directors	CapStar’s charter and amended and restated bylaws provide that the number of directors serving on the CapStar board of directors shall be not less than five nor more than 25 (except when a greater number may be approved by operation of law), which number may be fixed or changed from time to time by the board of directors. CapStar’s board of directors is currently comprised of 13 directors.	Old National’s articles of incorporation provide that the number of directors on Old National’s board of directors, excluding directors who may be elected by the holders of any preferred stock, shall not be less than seven or more than twenty-five, with the exact number to fixed from time to time by the Od National bylaws. Old National’s board of directors is currently comprised of 16 directors.
Classes of Directors	CapStar directors are elected annually and each director holds office for the term for which he or she is elected and until his or her successor is elected and qualified, or until such director’s earlier resignation or removal.	Old National’s board of directors consists of one class. All directors serve a one-year term, expiring at the next annual meeting of shareholders, or until their respective successors are duly elected and qualified or their earlier resignation, death, or removal.
Removal of Directors	CapStar’s charter and amended and restated bylaws provide that shareholders may remove one (1) or more of the directors with or without cause. Any or all of the directors may be removed for cause by a vote of a majority of the entire board of directors. A director may be removed by the shareholders or board of directors only at a meeting called for the purpose of removing the director.	The Old National bylaws provide that directors may be removed, with or without cause, only by (i) the affirmative vote of the holders of not less than two-thirds of the issued and outstanding shares of common stock entitled to vote on the removal, or (ii) the affirmative vote of not less than two-thirds of the actual number of directors elected and qualified and then in office.
Vacancies on the Board of Directors	CapStar’s amended and restated bylaws provide that, except in those instances where the CapStar charter or applicable law provides otherwise, a majority of directors then in office (even if less than a quorum), or a sole remaining director, may fill a vacancy or newly created	Old National’s bylaws provide that a vacancy occurring in the board of directors for any reason may be filled for the remaining portion of the term by the affirmative vote of a majority of the remaining directors, whether or not the remaining directors constitute a quorum.

	CapStar Governing Documents	Old National Governing Documents
	directorship on the board of directors. A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date or otherwise) may be filled before the vacancy occurs by a majority of directors then in office, including those who have so resigned, but the new director may not take office until the vacancy occurs.
Special Meetings of Shareholders and Shareholders	CapStar’s amended and restated bylaws provide that special meetings of the shareholders, unless otherwise required by the Tennessee Business Corporation Act (“TBCA”), may be called by the board of directors, the chairman of the board, the vice chairman of the board, the president and chief executive officer, or by the secretary acting under instructions of the board of directors, the chairman of the board, the vice chairman of the board, the chief executive officer, or the president.	Old National’s bylaws provide that, except as otherwise provided by law or by Old National’s articles of incorporation, special meetings of shareholders (i) may be called by the board of directors, the chairman of the board of directors, the chief executive officer, or the president and (ii) shall be called by the chairman of the board of directors, the chief executive officer, the president, or the secretary at the request, in writing, of (a) a majority of the board of directors or (b) the holders of at least 25% of the shares entitled to vote on the matter to be considered at the special meeting.
Quorum	CapStar’s amended and restated bylaws provide that a majority of the voting power of the outstanding shares entitled to vote at the meeting, present in person or represented by proxy, constitute a quorum at a meeting of shareholders.	Under Old National’s bylaws, except as otherwise provided by law or by Old National’s articles of incorporation, the holders of record of a majority of the issued and outstanding stock of Old National entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum at a meeting of shareholders.
Notice of Shareholder Meetings	CapStar’s amended and restated bylaws provide that notice of each shareholder meeting must be given to each shareholder entitled to vote not less than ten (10) days, nor more than 60 days before the date of the meeting.	Old National’s bylaws provide that written notice of the purpose, date, time and place, or means of remote communication of each meeting of Old National’s shareholders will be given not less than ten days nor more than 60 days before the meeting date to each shareholder of record entitled to vote at the meeting.

				CapStar Governing Documents			Old National Governing Documents
	Advance Notice of Shareholder and Shareholder Proposals			CapStar’s amended and restated bylaws provide that a shareholder who desires to nominate a person for election to the CapStar board of directors or present a shareholder proposal at the annual meeting of shareholders must give written notice of the proposed nomination or shareholder proposal to the Secretary of CapStar at the principal executive office of CapStar no more than 120 days and not less than 75 days prior to the first anniversary of the date CapStar commenced mailing its proxy materials in connection with the previous year’s annual meeting of shareholders. In the event that the date of the annual meeting is more than 30 days before or more than 70 days after its anniversary date, notice by the shareholder must be delivered not later than the close of business on the later of (i) the 75th day prior to such annual meeting or (ii) the tenth day following CapStar’s public announcement of the meeting, and no earlier than the close of business on the 120th day prior to such annual meeting. CapStar’s amended and restated bylaws provide that a shareholder who desires to nominate a person for election to the CapStar board of directors at a special meeting of shareholders must give written notice of the proposed nomination to the Secretary of CapStar at the principal executive office of CapStar no later than close of business on the 15th day following the day on which notice of the special meeting is first mailed to shareholders. The shareholder must also comply with the other requirements for nominating a director or bringing other business before an annual or			Old National’s bylaws provide that for director nominee suggestions to be brought properly before the board of directors by a shareholder, the shareholder must submit such suggestion, in writing, to the corporate governance and nominating committee of the board of directors at least 120 days before the date of the meeting. A shareholder’s written suggestion must set forth (i) the name and address of the shareholder making the suggestion; (ii) the number and class of shares owned by the shareholder; (iii) the name, address, and age of the nominee for election as director; (iv) the nominee’s principal occupation during the five years preceding the date of the suggestion; (v) all other information concerning the nominee which would be required in the proxy statement used to solicit proxies for the election of the nominee; (vi) a consent of the nominee to serve as director of Old National, if elected; and (vii) such other information as the corporate governance and nominating committee may reasonably request. The Old National board of directors, after considering the recommendations of the corporate governance and nominating committee, shall have the sole authority for nominating persons to stand for election as directors at any meeting of shareholders.

	CapStar Governing Documents	Old National Governing Documents
	special meeting of shareholders as set forth in CapStar’s amended and restated bylaws.
Limitation of Liability for Officers and Directors	CapStar’s charter limits a director’s liability to CapStar or its shareholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by the TBCA.	Old National’s articles of incorporation and bylaws do not provide for any limitation of liability for officers and directors. However, Chapter 35 of the IBCL provides that a director is not liable for any action taken as a director, or any failure to take any action, regardless of the nature of the alleged breach of duty, including alleged breaches of the duty of care, the duty of loyalty, and the duty of good faith, unless (i) the director has breached or failed to perform the duties of the director’s office in compliance with the IBCL and (ii) the breach or failure to perform constitutes willful misconduct or recklessness.
Indemnification of Officers and Directors	CapStar’s charter and bylaws provide that CapStar shall, to the fullest extent permitted by the TBCA, indemnify CapStar’s directors, officers and employees and each other person who is or was serving at the request of CapStar as a director, officer, manager or employee of an affiliate or of another entity, including service with respect to an employee benefit plan. The right to indemnification includes the right to be paid by CapStar the expenses incurred in defending any proceeding for which such right to indemnification is applicable in advance of its final disposition.	Old National’s officers and directors are indemnified under Indiana law, the articles of incorporation and the bylaws of Old National against certain liabilities. Old National’s articles of incorporation require it to provide indemnification to its officers and directors to the fullest extent authorized by the IBCL and to pay for or reimburse reasonable expenses incurred before the final disposition of the proceeding as authorized by the IBCL. Old National’s articles of incorporation also authorize it to maintain insurance at its expense to protect itself and any of its directors, officers, employees or agents or those of another corporation, partnership, joint venture, trust, or other entity against expense, liability or loss, whether or not Old National would have the power to indemnify such person against such expense, liability or loss

	CapStar Governing Documents	Old National Governing Documents
		under the IBCL. Old National currently maintains directors’ and officers’ liability insurance. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to Old National directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, it has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
Amendments to Organizational Documents	CapStar’s charter may be amended pursuant to the procedures specified in the TBCA, provided that certain provisions in CapStar’s charter, including those relating to the liability of directors and approval of certain business transactions may be amended or rescinded only by the affirmative vote of the holders of at least two-thirds (2/3) of the issued and outstanding shares of CapStar entitled to vote thereon (unless approved by the affirmative vote of two-thirds (2/3) of all directors then in office). Subject to certain exceptions, CapStar’s amended and restated bylaws may be amended or repealed and new bylaws may be adopted by the board of directors or shareholders of CapStar. Any amendment of the bylaws establishing or changing the number of directors within the range provided for in the bylaws, or establishing or changing the range itself, requires the affirmative vote of two-thirds (2/3) of all directors then in office or the affirmative vote of the holders of two-thirds (2/3) of the issued and outstanding shares of CapStar entitled to vote in an election of directors.	Under the IBCL, Old National’s articles of incorporation may be altered, amended or repealed by the affirmative vote of a majority of all votes entitled to be cast on the matter at any shareholder meeting. Old National’s articles of incorporation provide that Old National’s bylaws may be altered, amended or repealed by either (i) the affirmative vote of a majority of the actual number of directors elected and qualified or (ii) the affirmative vote of a majority of all votes entitled to be cast on the matter at any shareholder meeting, provided that the proposed alteration, amendment, or repeal is contained in the notice of such shareholder meeting.

				CapStar Governing Documents			Old National Governing Documents
	Action by Written Consent of Shareholders and Shareholders			Pursuant to CapStar’s amended and restated bylaws, any action required or permitted to be taken at a board of directors meeting under the TBCA may be taken without a meeting if the action is taken by all members of the board of directors. The action must be evidenced by one or more consents in writing or by electronic transmission describing the action taken, which consent or consents must be included in the minutes or filed with the corporate records.			Old National’s articles of incorporation provide that any action required or permitted to be taken at a meeting of shareholders may be taken without a meeting if, prior to such action, a written consent (or consents) setting forth the action is signed by all of the shareholders entitled to vote with respect to the subject matter of the action. Any such written consent must be filed with the minutes of the proceedings of the shareholders.

	Page
ARTICLE I THE MERGER		A-1
1.1 The Merger		A-1
1.2 Closing		A-1
1.3 Effective Time		A-2
1.4 Effects of the Merger		A-2
1.5 Conversion of Company Common Stock		A-2
1.6 Treatment of Company Equity Awards		A-3
1.7 Parent Common Stock		A-4
1.8 Articles of Incorporation of Surviving Corporation		A-4
1.9 Bylaws of Surviving Corporation		A-4
1.10 Bank Merger		A-4
1.11 Tax Consequences		A-4
ARTICLE II EXCHANGE OF SHARES		A-4
2.1 Parent to Make Merger Consideration Available		A-4
2.2 Exchange of Shares		A-5
ARTICLE III REPRESENTATIONS AND WARRANTIES OF COMPANY		A-6
3.1 Corporate Organization		A-7
3.2 Capitalization		A-8
3.3 Authority; No Violation		A-9
3.4 Consents and Approvals		A-9
3.5 Reports		A-10
3.6 Financial Statements		A-11
3.7 Broker’s Fees		A-12
3.8 Absence of Certain Changes or Events		A-12
3.9 Legal Proceedings		A-12
3.10 Taxes and Tax Returns		A-12
3.11 Employees and Employee Benefit Plans		A-13
3.12 Compliance with Applicable Law		A-15
3.13 Certain Contracts		A-16
3.14 Agreements with Regulatory Agencies		A-17
3.15 Risk Management Instruments		A-17
3.16 Environmental Matters		A-17
3.17 Investment Securities and Commodities		A-17
3.18 Real Property		A-18
3.19 Intellectual Property		A-18
3.20 Related Party Transactions		A-18
3.21 State Takeover Laws		A-19
3.22 Reorganization		A-19
3.23 Opinion of Financial Advisor		A-19

Term			Section
Continuing Employees			6.6(a)
Controlled Group Liability			3.11(e)
dollar			9.6
Effective Time			1.3
Enforceability Exceptions			3.3(a)
Environmental Laws			3.16
ERISA			3.11(a)
ERISA Affiliate			3.11(e)
Exchange Act			3.6(c)
Exchange Agent			2.1
Exchange Fund			2.1
Exchange Ratio			1.5(a)
FDIC			3.1(b)
Federal Reserve Board			3.1(a)
GAAP			3.1(a)
Governmental Entity			3.4
IBCL			1.1
Indiana Articles of Merger			1.3
Indiana Secretary			1.3
Intellectual Property			3.19
IRS			3.11(b)
knowledge of Parent			9.6
knowledge of the Company			9.6
Liens			3.2(c)
Loans			3.25(a)
made available			9.6
Material Adverse Effect			3.1(a)
Materially Burdensome Regulatory Condition			6.1(c)
Merger			1.1
Merger Consideration			1.5(a)
Minimum Adjusted Shareholder’s Equity			7.2(e)
Multiemployer Plan			3.11(f)
Multiple Employer Plan			3.11(f)
Net Share			1.6(a)(i)
New Certificates			2.1
New Plans			6.6(c)
Notifying Party			6.10
Parent			Preamble
Parent 401(k) Plan			6.6(d)

				By:
							Sarah Gore Managing Director

	/s/ James C. Ryan, III* James C. Ryan, III Director, Chief Executive Officer (Principal Executive Officer)			/s/ Brendon B. Falconer* Brendon B. Falconer Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer)
	/s/ Angela L. Putnam* Angela L. Putnam, Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
	/s/ Barbara A. Boigegrain* Barbara A. Boigegrain, Director			/s/ Thomas E. Salmon* Thomas E. Salmon, Director
	/s/ Thomas L. Brown* Thomas L. Brown, Director			/s/ Michael L. Scudder* Michael L. Scudder, Executive Chairman
	/s/ Kathryn J. Hayley* Kathryn J. Hayley, Director			/s/ Rebecca S. Skillman* Rebecca S. Skillman, Lead Independent Director
	/s/ Peter J. Henseler* Peter J. Henseler, Director			/s/ Michael J. Small* Michael J. Small, Director
	/s/ Daniel S. Hermann* Daniel S. Hermann, Director			/s/ Derrick J. Stewart* Derrick J. Stewart, Director
	/s/ Ryan C. Kitchell* Ryan C. Kitchell, Director			/s/ Stephen C. Van Arsdell* Stephen C. Van Arsdell, Director
	/s/ Austin M. Ramirez* Austin M. Ramirez, Director			/s/ Katherine E. White* Katherine E. White, Director
	/s/ Ellen A. Rudnick* Ellen A. Rudnick, Director
	*By:			/s/ Nicholas J. Chulos Attorney-in-Fact Nicholas J. Chulos, Executive Vice President, Chief Legal Officer and Corporate Secretary


		8750 West Bryn Mawr Avenue
		Suite 1300
Nicholas J. Chulos		Chicago, Illinois 60631
Executive Vice President, Chief Legal Officer and Corporate Secretary		Direct Dial: 773.765.7499
		Email: nick.chulos@oldnational.com

	Page
3.24 Company Information		A-19
3.25 Loan Portfolio		A-19
3.26 Insurance		A-20
3.27 Information Security		A-20
3.28 Trust Business		A-20
3.29 Mortgage Banking Activities		A-20
3.30 No Other Representations or Warranties		A-21
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT		A-21
4.1 Corporate Organization		A-21
4.2 Capitalization		A-22
4.3 Authority; No Violation		A-22
4.4 Consents and Approvals		A-23
4.5 Reports		A-23
4.6 Financial Statements		A-24
4.7 Absence of Certain Changes or Events		A-25
4.8 Legal Proceedings		A-25
4.9 Taxes and Tax Returns		A-25
4.10 Compliance with Applicable Law		A-25
4.11 Agreements with Regulatory Agencies		A-26
4.12 Reorganization		A-26
4.13 Parent Information		A-27
4.14 No Other Representations or Warranties		A-27
ARTICLE V COVENANTS RELATING TO CONDUCT OF BUSINESS		A-27
5.1 Conduct of Business Prior to the Effective Time		A-27
5.2 Company Forbearances		A-27
5.3 Parent Forbearances		A-29
ARTICLE VI ADDITIONAL AGREEMENTS		A-30
6.1 Regulatory Matters		A-30
6.2 Access to Information		A-31
6.3 Approvals of Company Shareholders		A-32
6.4 Legal Conditions to Merger		A-33
6.5 Stock Exchange Listing		A-33
6.6 Employee Matters		A-33
6.7 Indemnification; Directors’ and Officers’ Insurance		A-34
6.8 Additional Agreements		A-35
6.9 Dividends		A-35
6.10 Advice of Changes		A-36
6.11 Acquisition Proposals		A-36
6.12 Public Announcements		A-37
6.13 Change of Method		A-37

	Page
6.14 Takeover Statutes		A-37
6.15 Exemption from Liability under Section 16(b)		A-37
6.16 Shareholder Litigation		A-38
6.17 Assumption of Company Debt		A-38
6.18 Transfer Agent Certificate		A-38
6.19 Certain Loans		A-38
6.20 280G Matters.		A-38
ARTICLE VII CONDITIONS PRECEDENT		A-38
7.1 Conditions to Each Party’s Obligation to Effect the Merger		A-38
7.2 Conditions to Obligations of Parent		A-39
7.3 Conditions to Obligations of the Company		A-40
ARTICLE VIII TERMINATION AND AMENDMENT		A-41
8.1 Termination		A-41
8.2 Effect of Termination		A-42
ARTICLE IX GENERAL PROVISIONS		A-43
9.1 Nonsurvival of Representations, Warranties and Agreements		A-43
9.2 Amendment		A-43
9.3 Extension; Waiver		A-43
9.4 Expenses		A-43
9.5 Notices		A-43
9.6 Interpretation		A-44
9.7 Counterparts		A-45
9.8 Entire Agreement		A-45
9.9 Governing Law; Jurisdiction		A-45
9.10 Waiver of Jury Trial		A-45
9.11 Assignment; Third-Party Beneficiaries		A-45
9.12 Specific Performance		A-46
9.13 Severability		A-46
9.14 Confidential Supervisory Information		A-46
9.15 Delivery by Electronic Transmission		A-46

Term			Section
$			9.6
Acceptable Confidentiality Agreement			6.11(a)
Acquisition Proposal			6.11(c)
Adjusted Shareholder’s Equity			7.2(e)
affiliate			9.6
Agreement			Preamble
Bank Merger			1.10
Bank Merger Agreement			1.10
Bank Merger Certificates			1.10
BHC Act			3.1(a)
Blue Sky			3.4
business day			9.6
Certificate			1.5(b)
Chosen Courts			9.9(b)
Closing			1.2
Closing Date			1.2
Code			Recitals
Company			Preamble
Company 401(k) Plan			6.6(d)
Company Bank			1.10
Company Benefit Plans			3.11(a)
Company Bylaws			3.1(a)
Company Charter			3.1(a)
Company Common Stock			1.5(a)
Company Contract			3.13(a)
Company Disclosure Schedule			Article III
Company Equity Award			1.6(c)
Company Indemnified Parties			6.7(a)
Company Insiders			6.15
Company Meeting			6.3
Company Option			1.6
Company Owned Properties			3.18
Company PSU Award			1.6(c)
Company Qualified Plan			3.11(d)
Company Real Property			3.18
Company Regulatory Agreement			3.14
Company Reports			3.5(b)
Company Restricted Stock Award			1.6(b)
Company RSU Award			1.6(c)
Company Subsidiary			3.1(b)
Confidentiality Agreement			6.2(b)

Term			Section
Parent Common Stock			1.5(a)
Parent Common Stock Closing Price			2.2(e)
Parent Disclosure Schedule			Article IV
Parent Preferred Stock			4.2
Parent Regulatory Agreement			4.11
Parent Reports			4.5(b)
Parent Restricted Stock Award			1.6(c)
Parent RSU Award			1.6(c)
Parent Subsidiary			4.1(b)
Per Share Cash Equivalent Consideration			1.6(a)(ii)
Permitted Encumbrances			3.18
person			9.6
Premium Cap			6.7(b)
Proxy Statement			3.4
Regulatory Agencies			3.5(a)
Representatives			6.11(a)
Requisite Company Vote			3.3(a)
Requisite Regulatory Approvals			6.1(e)
S-4			3.4
Sarbanes-Oxley Act			3.5(b)
SEC			3.4
Securities Act			3.5(b)
SRO			3.5(a)
Subsidiary			3.1(a)
Superior Proposal			6.3
Surviving Corporation			1.1
Takeover Statutes			3.21
Tax			3.10(b)
Tax Return			3.10(c)
Taxes			3.10(b)
TBCA			1.1
Tennessee Articles of Merger			1.3
Tennessee Secretary			1.3
Termination Date			8.1(c)
Termination Fee			8.2(b)
the date hereof			9.6
transactions contemplated by this Agreement			9.6
transactions contemplated hereby			9.6
Voting Agreements			Recitals

	Exhibit Number			Description
	2.1#			Agreement and Plan of Merger, dated as of October 26, 2023, by and between Old National Bancorp and CapStar Financial Holdings, Inc.
	3.1			Fifth Amended and Restated Articles of Incorporation of Old National, amended April 30, 2020 (incorporated by reference to Exhibit 3.1 of Old National’s Current Report on Form 8-K/A filed with the SEC on May 18, 2020)

	Exhibit Number			Description
	3.2			Articles of Amendment to the Fifth Amended and Restated Articles of Incorporation of Old National authorizing additional shares of Old National capital stock (incorporated by reference to Exhibit 3.2 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2022)
	3.3			Articles of Amendment to the Fifth Amended and Restated Articles of Incorporation of Old National designating the New Old National Series A Preferred Stock (incorporated by reference to Exhibit 3.3 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2022)
	3.4			Articles of Amendment to the Fifth Amended and Restated Articles of Incorporation of Old National designating the New Old National Series C Preferred Stock (incorporated by reference to Exhibit 3.4 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2022)
	3.5			Amended and Restated By-Laws of Old National (incorporated by reference to Exhibit 3.2 of Old National’s Current Report on Form 8-K/A filed with the SEC on May 18, 2020)
	3.6			Amendment to Amended and Restated By-Laws of Old National (incorporated by reference to Exhibit 3.6 of Old National’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2022)
	4.1			Description of Old National Bancorp capital stock (incorporated by reference to Exhibit 4.1 of Old National’s Annual Report on Form 10-K filed for the year ended December 31, 2022)
	5.1			Opinion of Nicholas J. Chulos, Executive Vice President, Chief Legal Officer and Corporate Secretary of Old National Bancorp
	8.1			Opinion of Dykema Gossett PLLC regarding certain tax matters
	8.2			Opinion of Wachtell, Lipton, Rosen & Katz regarding certain tax matters
	23.1			Consent of Crowe LLP
	23.2			Consent of Ernst & Young LLP
	23.3			Consent of Elliott Davis, PLLC
	23.4			Consent of Nicholas J. Chulos (included in Exhibit 5.1)
	23.5			Consent of Dykema Gossett PLLC (included in Exhibit 8.1)
	23.6			Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 8.2)
	24.1 *			Power of Attorney
	99.1			Consent of Morgan Stanley & Co. LLC
	99.2			Form of Proxy Card of CapStar Financial Holdings, Inc.
	107 *			Filing Fee Table

	Very truly yours,

	/s/ Nicholas J. Chulos
	Nicholas J. Chulos
	Executive Vice President,
	Chief Legal Officer and Corporate Secretary

	Dykema Gossett PLLC
	10 S. Wacker Drive
	Suite 2300
	Chicago, IL 60606
	www.dykema.com
	Tel: (312) 876-1700
	Fax: (312) 876-1155

	MORGAN STANLEY & CO. LLC

	By:	/s/ Sarah Gore
		Sarah Gore
		Managing Director