AGREEMENT AND PLAN OF REORGANIZATION

EXHIBIT 2.1

AGREEMENT AND PLAN OF REORGANIZATION

by and among

ST. JOSEPH CAPITAL CORPORATION
a Delaware corporation,

OLD NATIONAL BANCORP
an Indiana corporation

and

SMS SUBSIDIARY, INC
an Indiana corporation

October 21, 2006

TABLE OF CONTENTS

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AGREEMENT AND PLAN OF REORGANIZATION

     THIS AGREEMENT AND PLAN OF REORGANIZATION (this “ Agreement ”) is made October 21, 2006, by and among St. Joseph Capital Corporation, a Delaware corporation (“ St. Joseph ”), OLD NATIONAL BANCORP, an Indiana corporation (“ Old National ”) and SMS SUBSIDIARY, INC., an Indiana corporation (“ Merger Sub ”).

Recitals

     A. St. Joseph is a corporation duly organized and existing under the Delaware General Corporation Law (“ DGCL ”) that is duly registered with the Board of Governors of the Federal Reserve System (“ FRB ”) as a bank holding company under the Bank Holding Company Act of 1956, as amended (the “ BHC Act ”). St. Joseph owns all of the outstanding capital stock of St. Joseph Capital Bank, which is duly organized and existing as a bank under the Indiana Financial Institutions Act (“ IFIA ”) which operates two banking offices in Indiana (“ St. Joseph Bank ”).

     B. Old National is a corporation duly organized and existing under the Indiana Corporation Law (“ IBCL ”) that is duly registered with the FRB as a bank holding company under the BHC Act. Old National owns all of the outstanding capital stock of Merger Sub, which is duly organized and existing as a Indiana corporation under the IBCL.

     C. The parties desire to effect transactions whereby, in consideration for the payment of $40.00 per share to the stockholders of St. Joseph in exchange for their shares of common stock, par value $0.01, of St. Joseph (“ St. Joseph Common ”), Merger Sub will be merged with and into St. Joseph and St. Joseph will become a wholly-owned subsidiary of Old National.

Agreements

     In consideration of the premises and the mutual terms and provisions set forth in this Agreement, the parties agree as follows:

ARTICLE I.

TERMS OF THE MERGER AND CLOSING

      Section 1.01. The Merger . Pursuant to the terms and provisions of this Agreement, the DGCL, the IBCL, the Plan of Merger that is hereby adopted under the IBCL and that is attached hereto as Appendix A (the “ Plan of Merger ”), and the Certificate of Merger to be filed under the DGCL and attached hereto as Appendix B (the “ Certificate of Merger ”), Merger Sub shall merge with and into St. Joseph (the “ Merger ”). Merger Sub shall be the “ Merging Company ” in the Merger and its corporate identity and existence, separate and apart from St. Joseph, shall cease upon consummation of the Merger. St. Joseph shall be the “ Surviving Company ” in the Merger, and its name shall not be changed pursuant to the Merger.

      Section 1.02. Effect of the Merger . The Merger shall have all the effects provided by the IBCL.

      Section 1.03. The Merger – Conversion of Shares .

     (a) At the time of filing with the Indiana Secretary of State of appropriate Articles of Merger and of the filing with the Delaware Secretary of State of the Certificate of Merger, or at such later time as shall be specified by such Indiana Articles of Merger and Delaware Certificate of Merger (the “ Effective Time ”), all of the shares of St. Joseph Common that immediately prior to the Effective Time are issued and outstanding (other than Dissenting Shares, as defined in Section 1.03(d) that are covered by a proper demand for fair value) shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive forty dollars and no cents ($40.00) per share, without interest. Such cash consideration per share is hereafter referred to as the “ Merger Consideration .”

     (b) At the Effective Time, each of the outstanding shares of St. Joseph Common, by virtue of the Merger and without any action on the part of the holders thereof, shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each holder of any certificate or certificates which immediately prior to the Effective Time represented outstanding shares of St. Joseph Common (“ Certificates ”) shall thereafter cease to have any rights with respect to such shares, except the right of such holders to receive, without interest, the Merger Consideration upon the surrender of such Certificate or Certificates in accordance with Section 1.07 .

     (c) At the Effective Time, each share of common stock, par value $1.00 per share, of the Merging Company issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Company (the “ Survivor Shares ”) which shall constitute all of the issued and outstanding equity interests of the Surviving Company after the Effective Time.

     (d) Notwithstanding anything in this Agreement to the contrary, shares of St. Joseph Common issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to demand and properly demands appraisal of such shares pursuant to the provisions of Section 262 of the DGCL (“ Section 262 ”), and who complies in all respects with Section 262 (“ Dissenting Shares ”), shall not be converted into the right to receive the Merger Consideration as provided in Section 1.03(a) , but instead such holder shall be entitled to payment of the fair value per share of such shares in accordance with the provisions of Section 262. At the Effective Time, all Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares under Section 262 shall cease, such Dissenting Shares shall no longer be deemed Dissenting Shares and each such Dissenting Share shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration, without interest, as provided in Section 1.03(a) . St. Joseph shall deliver prompt written notice to Old National of any demands for appraisal of any shares of St. Joseph Common,

and Old National shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, St. Joseph shall not, without the prior written consent of Old National, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

      Section 1.04. Treatment of Stock Options .

     (a) Immediately prior to the Effective Time, all unvested rights under any stock option granted by St. Joseph (“ St. Joseph Stock Options ”) pursuant to St. Joseph’s 1996 Stock Incentive Plan (the “ St. Joseph Option Plan ”), that remain outstanding and unexercised, other than the unvested St. Joseph Stock Options held by John W. Rosenthal, shall (subject to consummation of the Merger) become fully vested.

     (b) At the Effective Time, all rights under any stock option granted by St. Joseph pursuant to the St. Joseph Option Plan that remain outstanding and unexercised, immediately prior to the Effective Time, other than the options referenced in Section 1.04(c) and 1.04(d) below (“ Unexercised Options ”), shall cease to represent a right to acquire shares of St. Joseph Common and shall be converted into the right to receive cash in an amount (less any applicable withholding taxes) equal to (i) the remaining number of shares of St. Joseph Common subject to the original option, multiplied by (ii) the Merger Consideration minus the applicable exercise price of the original option (with such calculation used for each individual option).

     (c) At the Effective Time, all rights under the St. Joseph Stock Option granted as part of Grant No. 35 to Alex Strati (representing 900 shares of St. Joseph Common Stock) and Amy Mauro (representing 1,000 shares of St. Joseph Common Stock) pursuant to the St. Joseph Option Plan that become vested pursuant to Section 1.04(a) above, shall be cancelled effective as of the Effective Time and shall contemporaneously be replaced with a fully-vested option to purchase registered Old National Common Stock under the Old National stock option plan (“ Old National Replacement Options ”) in an amount and at an exercise price determined in this Section 1.04(c) and otherwise subject to the same terms and conditions of the agreements evidencing the original grants of such options. The adjustments provided in this Section 1.04(c) with respect to Old National Replacement Options shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code, and the regulations issued thereunder. The duration and other terms of the Old National Replacement Options shall be the same as the original option except that all references to St. Joseph shall be deemed to be references to Old National.

     (d) At the Effective Time, all rights under the St. Joseph Stock Option granted to John W. Rosenthal as part of Grant No. 42 (representing 20,440 shares of St. Joseph Common Stock) pursuant to the St. Joseph Option Plan that are not vested immediately prior to the Effective Time, shall be cancelled effective as of the Effective Time and shall contemporaneously be replaced with an unvested option to purchase registered Old National Common Stock under the Old National stock option plan (“ Unvested Old National Replacement Options ”) in an amount and at an exercise price determined in Section 1.04(c) (i.e., in a manner which is consistent with Section 424(a) of the Code and the regulations issued thereunder) and otherwise subject to the same remaining vesting schedule, terms and conditions of the agreements evidencing the original grants of such options.

      Section 1.05. Restricted Stock Awards . All then-outstanding shares of St. Joseph Common that have been issued by St. Joseph as compensatory awards, subject to restrictions specified by the award grant documents (“ Restricted Stock Awards ”), shall (subject to consummation of the Merger) be deemed to be unrestricted, validly issued, fully paid and nonassessable shares of St. Joseph Common as of the close of business on the day before the Closing Date, and the holders of such Restricted Stock Awards shall therefore be entitled to receive the Merger Consideration on the same terms and conditions as other holders of St. Joseph Common.

      Section 1.06. The Closing . The closing of the Merger (the “ Closing ”) shall take place on the Closing Date described in Section 1.08 of this Agreement, and at such time and at such place as the parties may determine.

      Section 1.07. Exchange Procedures; Surrender of Certificates .

     (a) Old National shall appoint an agent for accepting on behalf of Old National the surrender of Certificates formerly representing St. Joseph Common in exchange for payment of the Merger Consideration pursuant to the Merger (the “ Exchange Agent ”).

     (b) On or prior to the Closing Date, Old National shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of record of the Certificates (each a “ Holder ”; and collectively, “ Holders ”) upon the surrender of such Certificates in accordance with this Article I , the aggregate amount of cash payable hereunder as Merger Consideration (without any interest thereon) (the “ Exchange Fund ”).

     (c) As promptly as practicable after the Effective Time, Old National shall send or cause to be sent to each Holder, transmittal materials for use in exchanging such Holder’s Certificates for the Merger Consideration per share (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent). Old National shall cause the Merger Consideration which such Holder shall be entitled to receive to be paid to such Holder upon delivery of the Certificates to the Exchange Agent, together with the transmittal materials, duly executed and completed in accordance with the instructions thereto. No interest will accrue or be paid on any such cash to be paid upon such delivery. If any cash payment is to be made in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such payment that the Person requesting such payment shall pay any transfer or other taxes required by reason of the making of such cash payment in a name other than that of the registered Holder of the Certificate surrendered, or shall establish to the satisfaction of Old National and the Exchange Agent that any such taxes have been paid or are not applicable.

     (d) Notwithstanding the foregoing, neither of the Exchange Agent, any of the parties hereto nor any of their respective Subsidiaries shall be liable to any former Holder for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar Laws. “ Law ” shall mean any code, law (including common law), ordinance, regulation, rule, or statute applicable to a Person or its assets, liabilities, or business, including those promulgated, interpreted, or enforced by any Governmental Authority.

     (e) If any 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 reasonable amount as Old National or the Exchange Agent may direct as indemnity against any claim that may be made against it with respect to such Certificate, Old National or the Exchange Agent shall, in exchange for the shares of St. Joseph Common represented by such lost, stolen or destroyed Certificate, pay or cause to be paid the amounts of Merger Consideration payable, if any, in respect of the shares of St. Joseph Common formerly represented by such Certificate pursuant to this Agreement.

     (f) Any portion of the Exchange Fund that remains unclaimed by the Holders of Certificates for six months after the Effective Time shall be returned to Old National (together with any earnings in respect thereof). Any Holders of Certificates who have not theretofore complied with this Section 1.07 shall thereafter be entitled to look only to Old National for payment of the consideration deliverable in respect of each share of St. Joseph Common such Holder holds as determined pursuant to this Agreement, without any interest thereon.

     (g) The Exchange Agent and Old National shall be entitled to deduct and withhold from the Holder any cash amounts payable, pursuant to this Agreement, as the Exchange Agent or Old National, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Old National, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder in respect of whom such deduction and withholding was made by the Exchange Agent or Old National, as the case may be.

      Section 1.08. The Closing Date . The Closing shall take place on the last business day of the month during which the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) is satisfied, or such other date mutually agreed upon by the parties hereto (the “ Closing Date ”). Unless the parties otherwise agree, the parties shall use their best reasonable efforts to cause the Effective Time of the Merger to be as of the opening of business on the first day of the calendar month that follows the month in which the Closing occurs.

      Section 1.09. Actions at Closing .

     (a) At the Closing, St. Joseph shall deliver to Old National:

     (i) a certified copy of the Certificate of Incorporation and Bylaws of St. Joseph;

     (ii) a certified copy of the Articles of Incorporation and Bylaws of St. Joseph Bank;

     (iii) a certificate or certificates signed by the Chief Executive Officer of St. Joseph stating, to the best of his knowledge and belief, after due inquiry, that, as to St. Joseph, the conditions set forth in Section 6.01(a) and Section 6.01(b) have been satisfied on and as of the Closing Date;

     (iv) certified copies of the resolutions of St. Joseph’s board of directors and stockholders, approving and authorizing the execution of this Agreement, the Plan of Merger and the Certificate of Merger and authorizing the consummation of the Merger;

     (v) a certificate of the Delaware Secretary of State, dated a recent date, stating that St. Joseph validly exists and is in good standing under the DGCL;

     (vi) a certificate of the Indiana Secretary of State, dated a recent date, stating that St. Joseph Bank is duly organized and validly exists under the IFIA;

     (vii) a certified list of the holders of St. Joseph Common of record as of the close of business on the last business day immediately preceding the Closing Date;

     (viii) certification of the Closing Book Value by Plante & Moran, PLLC;

     (ix) a certified list of those holders of St. Joseph Common of record as of the close of business on the last business day immediately preceding the Closing Date who hold any Dissenting Shares and the number of Dissenting Shares held by each of them; and

     (x) the legal opinion of counsel for St. Joseph, substantially in the form and substance attached hereto as Exhibit 1.09(a)(ix) .

     (b) At the Closing, Old National shall deliver to St. Joseph:

     (i) a certificate signed by the Chief Executive Officer of Old National stating, to the best of his knowledge and belief, after due inquiry, that, as to Old National, the conditions set forth in Section 6.02(a) and Section 6.02(b) have been satisfied on and as of the Closing Date;

     (ii) a certificate signed by the Chief Executive Officer of Merger Sub stating, to the best of his knowledge and belief, after due inquiry, that as to Merger Sub, the condition set forth in Section 6.02(b) has been satisfied on and as of the Closing Date;

     (iii) a certified copy of the resolutions of Old National’s board of directors authorizing the execution of this Agreement and the consummation of the Merger;

     (iv) a certified copy of the resolutions of Merger Sub’s board of directors and shareholder authorizing the execution of this Agreement, the Certificate of Merger and Plan of Merger and the consummation of the Merger;

     (v) evidence of Old National’s purchase of directors’ and officers’ liability insurance policies pursuant to Section 8.06 of this Agreement;

     (vi) evidence of deposit by Old National of cash representing the aggregate amount of Merger Consideration into the Exchange Fund;

     (vii) the legal opinion of counsel for Old National and Merger Sub, substantially in the form and substance attached hereto as Exhibit 1.09(b)(vii) ; and

     (viii) certificates of the Indiana Secretary of State, dated a recent date, stating that Old National and Merger Sub each exist under the IBCL.

     (c) At and after the Closing, Old National, Merger Sub and St. Joseph shall execute and/or deliver to one another such other documents and instruments, and take such other actions as shall be necessary or appropriate to consummate the Merger, including the execution and presentation of the executed Articles of Merger and Certificate of Merger (including the Plan of Merger and/or Certificate of Merger with the blank provisions completed in accordance with the provisions of Article I of this Agreement) to the Indiana Secretary of State for filing under the IBCL, and to the Delaware Secretary of State for filing under the DGCL, accompanied by the appropriate fees.

      Section 1.10. Absence of Control . Subject to any specific provisions of this Agreement, it is the intent of the parties to this Agreement that neither Old National nor St. Joseph by reason of this Agreement shall be deemed (until consummation of the transactions contemplated herein) to control, directly or indirectly, the other party or any of its respective subsidiaries and shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of such other party or any of its respective subsidiaries.

ARTICLE II.

REPRESENTATIONS AND WARRANTIES OF
ST. JOSEPH

     Subject to and giving effect to Section 2.01 and except as set forth in the disclosure schedule delivered by St. Joseph to Old National constituting disclosures made by St. Joseph (the “ St. Joseph Disclosure Schedule ”), St. Joseph hereby makes the following representations and warranties to Old National:

      Section 2.01. St. Joseph Disclosure Schedule . Prior to its execution and delivery of this Agreement, St. Joseph has delivered to Old National the St. Joseph Disclosure Schedule setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more of its representations or warranties contained in this Article II .

      Section 2.02. Organization .

     (a) St. Joseph is a corporation duly organized, validly existing and in good standing under the DGCL and has the corporate power to own all of its property and assets, to incur all of its liabilities and to carry on its business as now being conducted.

     (b) St. Joseph Bank is an Indiana state bank duly organized and validly existing under the IFIA and has the power to own all of its property and assets, to incur all of its liabilities and to carry on its business as now being conducted.

     (c) Neither the scope of the business of St. Joseph or any of its direct or indirect its Subsidiaries nor the location of any of their respective properties requires that St. Joseph or any of its Subsidiaries be licensed to do business in any jurisdiction other than in states where the failure to be so licensed would have a Material Adverse Effect.

      Section 2.03. Capital Stock .

     (a) St. Joseph has authorized capital stock of 2,500,000 shares of St. Joseph Common, of which, as of the date of this Agreement, 1,804,542 shares are issued and outstanding, and 100,000 shares of preferred stock, $0.01 par value, of which, as of the date of this Agreement, no shares are issued and outstanding. Except for the effects of the restrictions on Restricted Stock Awards that pertain to 11,389 of such shares, all outstanding shares of St. Joseph Common are duly and validly issued and outstanding, fully paid and non-assessable. Section 2.03 of the St. Joseph Disclosure Schedules sets forth a list of the holders of Restricted Stock Awards and the number of shares of St. Joseph Common held subject to such Restricted Stock Awards by such holders. None of the outstanding shares of St. Joseph Common has been issued in violation of any preemptive rights of the current or past stockholders of St. Joseph.

     (b) St. Joseph Bank has authorized capital stock of 900 shares of common stock, $1.00 par value, all of which shares are issued and outstanding (“ St. Joseph Bank Common ”). All of such shares of St. Joseph Bank Common are duly and validly issued and outstanding and are fully paid and nonassessable. None of the outstanding shares of St. Joseph Bank Common has been issued in violation of any preemptive rights of the current or past stockholders of St. Joseph Bank or in violation of any applicable federal or state securities laws or regulations, except as disclosed in Section 2.03 of the St. Joseph Disclosure Schedule. All of the issued and outstanding capital stock of St. Joseph Bank is owned of record and beneficially by St. Joseph.

     (c) There are no shares of capital stock or other equity securities of St. Joseph or St. Joseph Bank authorized, issued or outstanding (except as set forth in this Section 2.02 ) and, except for outstanding stock options issued by St. Joseph to employees or directors of St. Joseph or St. Joseph Bank with respect to the right to purchase 229,458 shares of St. Joseph Common at a weighted-average exercise price of $17.88 per share, there are no outstanding options, warrants, rights to subscribe for, calls, puts, or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of the capital stock of St. Joseph or St. Joseph Bank, or contracts, commitments, understandings or arrangements by which St. Joseph or St. Joseph Bank are or may be obligated to issue additional shares of its capital stock or options, warrants or rights to purchase or acquire any additional shares of its capital stock. Section 2.03 of the St. Joseph Disclosure Schedule sets forth a list of (i) all options to purchase St. Joseph Common, including the name of the optionee, the number of shares of St. Joseph Common to be issued pursuant to the option and the exercise price of the option and (ii) for each other warrant, award and other right to purchase St. Joseph Common, the name of the grantee or holder, the date of the grant or issuance and the number of shares of St. Joseph Common subject to such award or other right and the exercise price, if any.

      Section 2.04. Authorization; No Defaults . The execution and delivery by St. Joseph and St. Joseph Bank of this Agreement and the other agreements and the Plan of Merger and the Certificate of Merger contemplated hereby (the “ Other Agreements ”) and, subject to the requisite

approval of the stockholders of St. Joseph and St. Joseph Bank, the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of St. Joseph and St. Joseph Bank, and this Agreement and the Other Agreements are valid and binding obligations of St. Joseph and St. Joseph Bank enforceable against each of them in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, moratorium or other similar Laws affecting the rights of creditors generally and by general equitable principles. On October 21, 2006, St. Joseph’s board of directors unanimously approved this Agreement and the transactions contemplated herein; approved the execution and delivery to Old National of a certain voting agreement by the directors in their individual capacities pursuant to which the directors, among other provisions, agreed to vote their personal shares of St. Joseph Common in favor of this Agreement and the transactions contemplated herein; and unanimously recommended (and agreed and resolved to affirm its unanimous recommendation) the approval of this Agreement and the transactions contemplated herein by St. Joseph’s stockholders. Except as set forth in Section 2.04 of the St. Joseph Disclosure Schedule, neither the execution and delivery by St. Joseph and St. Joseph Bank of this Agreement and the Other Agreements, the consummation of the Merger or the transactions contemplated herein or therein, nor compliance by St. Joseph and St. Joseph Bank with any of the provisions hereof or thereof, will: (a) violate any provision of their respective certificates or articles of incorporation and bylaws, each as amended to date; (b) constitute a material breach of or result in a default (or give rise to any rights of termination, cancellation or acceleration, or any right to acquire any securities or assets) under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, franchise, license, permit, agreement, or other instrument or obligation to which St. Joseph or St. Joseph Bank is a party, or by which St. Joseph or St. Joseph Bank or any of their respective properties or assets is bound or encumbered; or (c) violate any statute or Law or any judgment, decree, injunction, order, regulation or rule of any Governmental Authority applicable to St. Joseph or St. Joseph Bank or any of their respective properties or assets. No consent of any Governmental Authority having jurisdiction over any aspect of the business or assets of St. Joseph or St. Joseph Bank or any of their Subsidiaries, and no consent of any other Person or entity, is required in connection with the execution and delivery by St. Joseph and St. Joseph Bank of this Agreement, or (except (i) the approval of this Agreement and the transactions contemplated hereby by the stockholders of St. Joseph; (ii) such approvals or notices as may be required by the FRB and the DFI; and (iii) as otherwise set forth in Section 2.04 of the St. Joseph Disclosure Schedule) the consummation by them of the Merger and other transactions contemplated hereby.

      Section 2.05. Subsidiaries . Section 2.05 of the St. Joseph Disclosure Schedule sets forth each of the direct and indirect subsidiaries of St. Joseph (each, including but not limited to St. Joseph Bank, a “ Subsidiary ” of St. Joseph; together, the “ Subsidiaries ” of St. Joseph) and the ownership interest of St. Joseph in each such Subsidiary, as well as the ownership interest of any other Person or Persons in each such Subsidiary. The outstanding shares of capital stock or other equity interests of each Subsidiary have been duly authorized and are validly issued, fully paid and nonassessable, and are not subject to preemptive rights and were not issued in violation of any preemptive rights. There are no shares of capital stock or other equity interests of any Subsidiary of St. Joseph authorized and reserved for issuance, no such Subsidiary has any other rights issued or outstanding with respect to such capital stock or other equity interests, and no such Subsidiary has any commitment to authorize, issue or sell any such capital stock or other

equity interests. Other than the Subsidiaries of St. Joseph, St. Joseph does not beneficially own, directly or indirectly, any outstanding stock, equity securities or other debt or equity interest in any corporation, partnership, joint venture, limited liability company or other entity, other than as set forth in Section 2.05 of the St. Joseph Disclosure Schedule.

      Section 2.06. Financial Information .

     (a) The consolidated balance sheets of St. Joseph and its Subsidiaries as of December 31, 2004 and 2005, and the related consolidated statements of income, changes in stockholders’ equity and cash flows for the years then ended, together with the notes thereto, included in St. Joseph’s Annual Report on Form 10-K, as filed with the SEC on March 27, 2006, and the unaudited consolidated balances sheets and related consolidated statements of income and cash flows as of and for the three and six months ended June 30, 2006, together with the notes thereto, included in St. Joseph’s quarterly report on Form 10-Q for the related quarterly period and filed with the SEC (together with the financial statements and notes thereto included in the Form 10-K, the “ St. Joseph GAAP Financial Statements ”) have been prepared in accordance with accounting principles generally accepted in the United States applied on a consistent basis (“ GAAP ”) (except as may be reflected in the notes thereto), and fairly present in all material respects the consolidated financial position and the consolidated results of operations, changes in stockholders’ equity and cash flows of St. Joseph and its consolidated Subsidiaries as of the dates and for the periods indicated. To the knowledge of St. Joseph, the audits of St. Joseph and its consolidated Subsidiaries have been conducted in accordance with generally accepted auditing standards. The books and records of St. Joseph and its Subsidiaries have been maintained in material compliance with applicable legal and accounting requirements.

     (b) The Consolidated Reports of Condition and Income of St. Joseph Bank as filed with the FDIC for the quarters ended June 30, 2006, March 31, 2006 and December 31, 2005 (the “ Call Reports ”) were prepared in accordance with the applicable regulatory instructions on a consistent basis with previous such reports, and fairly present in all material respects the financial position and results of operations of St. Joseph Bank as of the dates and for the periods indicated, subject, however, in the case of the two quarterly reports first above listed, to normal recurring year-end adjustments, none of which are expected to be material.

     (c) Except as set forth in Section 2.06 to the St. Joseph Disclosure Schedules or to the extent (i) accrued (or specifically described) in the St. Joseph GAAP Financial Statements or the Call Reports and (ii) of liabilities incurred since December 31, 2005 in the ordinary course of business and consistent with past practice (both qualitatively and quantitatively), neither St. Joseph nor any of its Subsidiaries has any liabilities, whether absolute, accrued, contingent or otherwise.

      Section 2.07. Absence of Changes or Events . Since December 31, 2005, (a) the businesses of St. Joseph and its Subsidiaries have been conducted only in the ordinary course, in substantially the same manner as theretofore conducted, and (b) there have been no events, changes, developments or occurrences which have had, or are reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.

      Section 2.08. Absence of Agreements with Banking Authorities . Neither St. Joseph nor St. Joseph Bank is subject to any order or is a party to any written agreement or memorandum of understanding with (or resolution of its Board of Directors adopted at the suggestion of) any federal or state agency charged with the supervision or regulation of banks or bank holding companies, including without limitation, the FDIC, the FRB and the DFI.

      Section 2.09. Tax Matters .

     (a)  All Tax Returns Filed . St. Joseph and its Subsidiaries have timely filed all Tax Returns that were required to be filed on or before the Closing Date and all such Tax Returns were true, correct and complete in all material respects, except as set forth in Section 2.09 of the St. Joseph Disclosure Schedules.

     (b)  All Taxes Paid or Accrued . All Taxes that are due and payable by St. Joseph and its Subsidiaries (whether or not shown on any Tax Return) have been paid. All Taxes that have accrued but are not yet due and payable as of the Closing Date, and all Taxes with respect to any Tax period that begins before the Closing Date and ends thereafter, to the extent such Taxes are attributable to the portion of such period ending on the Closing Date, are reflected as liabilities (other than any reserve for deferred Tax liabilities established to reflect timing differences between book and Tax income) set forth in Section 2.09 of the St. Joseph Disclosure Schedule.

     (c)  No Extension or Waiver . Neither St. Joseph nor any Subsidiary has requested any extension of time within which to file any Tax Return which request is currently pending or has been granted and is in effect and neither St. Joseph nor any Subsidiary has waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax audit, review or other assessment or deficiency.

     (d)  Tax Liens . There are no liens for Taxes upon the assets of St. Joseph or any Subsidiary except liens for current Taxes not yet due and payable.

     (e)  No Deficiencies . There is no Tax deficiency or claim assessed, proposed, pending or threatened in writing against St. Joseph or any Subsidiary. St. Joseph and its Subsidiaries have disclosed on their federal income Tax Returns all positions taken that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code.

     (f)  Delivery of Correct and Complete Returns . St. Joseph has delivered to Old National correct and complete copies of all Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by St. Joseph or any of its Subsidiaries.

     (g)  Pending Ruling Request . Neither St. Joseph nor any Subsidiary has any requests for ruling pending with any Tax Authority.

     (h)  U.S. Real Property Holding Corporation . Neither St. Joseph nor any Subsidiary is a “United States Real Property Holding Corporation” within the meaning of Section 897(c) of the Code.

     (i)  Recent Spin-off . Neither St. Joseph nor any Subsidiary has constituted either a “distributing corporation” or a “controlled corporation” within the meaning of Section 355(a) of the Code in a distribution of stock pursuant to Section 355 of the Code, (i) in the two years prior to the date of this Agreement, or (ii) in a distribution that could otherwise constitute part of a “plan” or “series of related transactions” within the meaning of Section 355(e) of the Code in connection with the transactions contemplated under this Agreement.

     (j)  Income Recognition under Consolidated Return Regulations . There are no excess loss accounts, deferred intercompany transactions, or other items of income, gain, loss, deduction or credit of St. Joseph or any Subsidiary under the federal consolidated return regulations or other comparable or similar provisions of Law that must be recognized or may be triggered as a result of the consummation of the transactions contemplated by this Agreement.

     (k)  Section 481 Adjustment . St. Joseph has not agreed to, nor is required to make, any adjustment pursuant to Section 481(a) of the Code by reason of a change in accounting method initiated by St. Joseph and neither the IRS nor any other Tax Authority has proposed any such adjustment or change in accounting method.

      Section 2.10. Litigation . Except as set forth in Section 2.10 of the Disclosure Schedule, there is no material private or governmental, legal, administrative or other claim, action, suit, investigation, arbitration or proceeding pending, nor to St. Joseph’s knowledge is one threatened, (a) against St. Joseph or any of its Subsidiaries, or (b) against any of the directors, officers or employees of St. Joseph or its Subsidiaries relating to the performance of their duties in such capacities, or (c) against or affecting any properties of St. Joseph or its Subsidiaries, or (d) challenging the validity or propriety of this Agreement or any of the transactions contemplated hereby. There are no judgments, decrees, stipulations or orders against St. Joseph or its Subsidiaries enjoining them or any of their directors, officers or employees in respect of, or the effect of which is to prohibit, any business practice or the acquisition of any property or the conduct of business in any area of St. Joseph or its Subsidiaries.

      Section 2.11. Employment Matters .

     (a) Except as set forth on Section 2.11 of the St. Joseph Disclosure Schedule, all employees of St. Joseph, St. Joseph Bank and any ERISA Affiliate are employees-at-will and may be terminated by St. Joseph, St. Joseph Bank or any ERISA Affiliate at any time, with or without cause. Neither St. Joseph nor any of its Subsidiaries are a party to any collective bargaining agreement with respect to any of their employees or any labor organization to which their employees or any of them belong.

     (b) Except as disclosed in Section 2.11 of the St. Joseph Disclosure Schedule, neither St. Joseph nor St. Joseph Bank is a party to or bound by any material contract, arrangement or understanding (written or otherwise) for the employment, retention or engagement of any past or present officer, employee, agent, consultant or other Person or entity which, by its terms, is not terminable by St. Joseph or St. Joseph Bank, respectively, on thirty (30) days’ written notice or less without the payment of any amount by reason of such termination.

     (c) St. Joseph and St. Joseph Bank are and have been in material compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, any such Laws respecting employment discrimination and occupational safety and health requirements, and (i) neither St. Joseph nor St. Joseph Bank is engaged in any unfair labor practice; (ii) there is no unfair labor practice complaint against St. Joseph or St. Joseph Bank pending or, to the knowledge of St. Joseph or St. Joseph Bank, threatened before the National Labor Relations Board; (iii) there is no labor dispute, strike, slowdown or stoppage actually pending or, to the knowledge of St. Joseph or St. Joseph Bank, threatened against or directly affecting St. Joseph or St. Joseph Bank; and (iv) neither St. Joseph nor St. Joseph Bank has experienced any material work stoppage or other material labor difficulty during the past five years.

     (d) Except as set forth in Section 2.11 of the St. Joseph Disclosure Schedule, neither the execution nor the delivery of this Agreement, nor the consummation of any of the transactions contemplated hereby, will (i) result in any payment (including without limitation severance, unemployment compensation or golden parachute payment) becoming due to any director or employee of St. Joseph or St. Joseph Bank from either of such entities (whether upon termination of employment or otherwise), (ii) increase any benefit otherwise payable under any of their employee plans or (iii) result in the acceleration of the time of payment of any such benefit. No amounts paid or payable by St. Joseph or St. Joseph Bank to or with respect to any employee or former employee of St. Joseph or St. Joseph Bank or by Old National or the Surviving Company as successor thereto will fail to be deductible for federal income tax purposes by reason of Section 162(m) or 280G of the Code or any corresponding provision of state, local or foreign Tax law, or otherwise.

      Section 2.12. Reports . Except as set forth in Section 2.12 of the St. Joseph Disclosure Schedules, since January 1, 2004, St. Joseph and St. Joseph Bank have filed all reports, notices and other statements, together with any amendments required to be made with respect thereto, if any, that were required to be filed with (i) the FRB, (ii) the FDIC, (iii) the DFI, and (iv) any other Governmental Authority with jurisdiction over St. Joseph or St. Joseph Bank. As of their respective dates, each of such reports and documents, including the financial statements, exhibits and schedules thereto, complied in all material respects with the relevant statutes, rules and regulations enforced or promulgated by the regulatory authority with which they were filed.

      Section 2.13. ERISA .

     (a) Section 2.13 of the St. Joseph Disclosure Schedule lists all “employee benefit plans,” as defined in Section 3(3) of ERISA and all bonus, incentive, employment agreements, deferred compensation, stock or stock option or stock appreciation rights plans or arrangements, restricted stock plan, arrangement or agreement, severance, change-in-control and other employee welfare or fringe benefit plans, arrangements, policies, practices, commitments, contracts or understandings (whether oral or written, qualified or nonqualified, currently effective or terminated within the last six (6) years) and any trust, escrow or other agreement related thereto (i) that are sponsored, maintained or contributed to by St. Joseph, St. Joseph Bank or any ERISA Affiliate or have been maintained or contributed to in the last six (6) years by St. Joseph, St. Joseph Bank or any ERISA Affiliate or with respect to which St. Joseph, St. Joseph Bank or any ERISA Affiliate have any liability or obligation for present or future payment of

benefits, and (ii) under which any current or former director, officer, or employee of St. Joseph, St. Joseph Bank or any ERISA Affiliate, or the dependents thereof, have any present or future right to benefits regardless of how (or whether) liabilities for the provision of benefits are accrued or assets are acquired or dedicated with respect to the funding thereof (referred to individually as a “ Plan ” and collectively as the “ Plans ,” unless otherwise specifically provided herein). Except as disclosed in Section 2.13 of the St. Joseph Disclosure Schedule, neither St. Joseph nor St. Joseph Bank nor any ERISA Affiliate has amended any Plan listed in Section 2.13 of the St. Joseph Disclosure Schedule since December 31, 2005.

     (b) As applicable, with respect to each of the Plans, St. Joseph has made available to Old National true and complete copies of (i) all plan documents (including all amendments and modifications thereof) and in the case of an unwritten Plan, a written description thereof, and in either case all materially related agreements including the trust agreement and amendments thereto, insurance contracts, and investment management agreements; (ii) the last three filed Form 5500 series and all schedules thereto; (iii) the current summary plan descriptions and all material modifications thereto; (iv) the three most recent actuarial reports, financial statements and trustee reports; and (v) copies of all private letter rulings, requests and determination letters issued with respect to the Plans and filings, summaries of self-corrections or applications made under the Employee Plans Compliance Resolution System (as set forth in Revenue Procedure 2003-44 or 2006-27, and any successors or predecessors thereto) or the Voluntary Fiduciary Correction or Delinquent Filer Voluntary Compliance programs with respect to the Plans.

     (c) All Plans comply in form and in operation in all material respects with all applicable requirements of the Code and ERISA and other applicable Laws, including but not limited to the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Health Insurance Portability and Accountability Act of 1996, and the American Jobs Creation Act of 2004, except in any case in which any Plan is currently required to comply with a provision of ERISA or of the Code, but is not yet required to be amended to reflect such provision, it has been administered in all material respects in accordance with such provision of ERISA or of the Code. Except as disclosed in Section 2.13 of the St. Joseph Disclosure Schedule, all “employee pension benefit plans,” within the meaning of Section 3(2) of ERISA (“ Pension Plan ”), maintained by St. Joseph, St. Joseph Bank or any ERISA Affiliate and which are intended to meet the qualification requirements of Section 401(a) of the Code have met such requirements at all times and have been and continue to be tax exempt under Section 501(a) of the Code, and a favorable determination as to the qualification under the Code of each plan and each amendment thereto has been made by the Internal Revenue Service. Except as disclosed in Section 2.13 of the St. Joseph Disclosure Schedule, neither St. Joseph nor St. Joseph Bank nor any ERISA Affiliate has (i) become subject to any disallowance of deductions under Sections 419 or 419(A) of the Code; (ii) incurred any liability for excise tax under Sections 4972, 4975, or 4976 of the Code or any liability or penalty under ERISA; or (iii) breached any of the duties or failed to perform any of the obligations imposed upon the fiduciaries or plan administrators under Title I or ERISA.

     (d) Neither St. Joseph nor St. Joseph Bank nor any ERISA Affiliate would have any liability or contingent liability if any Plan (including without limitation the payment by St. Joseph, St. Joseph Bank or any ERISA Affiliate of premiums for health care coverage for active employees or retirees) were terminated or if St. Joseph, St. Joseph Bank or any ERISA Affiliate

were to cease its participation therein. Except as disclosed in Section 2.13 of the St. Joseph Disclosure Schedule, neither St. Joseph nor St. Joseph Bank nor any ERISA Affiliate nor any of their affiliates or Persons acting on their behalf have made any written or oral promises or statements to employees or retirees who are now living which might reasonably have been construed by them as promising “lifetime” or other vested rights to benefits under any Plan that cannot be unilaterally terminated or modified by St. Joseph Bank, St. Joseph or any ERISA Affiliate at their discretion at any time without further obligation.

     (e) Except as disclosed in Section 2.13 of the St. Joseph Disclosure Schedule, in the case of each Plan which is a defined benefit plan (within the meaning of Section 3(35) of ERISA), the net fair market value of the assets held to fund such Plan equals or exceeds the present value of all accrued benefits thereunder, both vested and nonvested, as determined in accordance with an actuarial costs method acceptable under Section 3(31) of ERISA.

     (f) On a timely basis, St. Joseph, St. Joseph Bank and each ERISA Affiliate have made all contributions or payments to or under each Plan as required pursuant to each such Plan, any collective bargaining agreements or other provision for reserves to meet contributions and payments under such Plans which have not been made because they are not yet due.

     (g) Except as disclosed in Section 2.13 of the St. Joseph Disclosure Schedule, no Plan listed in the St. Joseph Disclosure Schedule has ever acquired or held any “employer security” or “employer real property” (each as defined in Section 407(d) of ERISA). In the event that any Plan has ever acquired or held any “employer security” or “employer real property” (each as defined in Section 407(d) of ERISA), such Plan has at all times and in all material respects been administered in compliance with (i) the requirements of Section 407 of ERISA, and (ii) the exemption set forth in Section 408(e) of ERISA from the prohibited transaction provisions contained in Section 406 of ERISA.

     (h) Except as disclosed in Section 2.13 of the St. Joseph Disclosure Schedule, each Plan subject to the provisions of Section 404(c) of ERISA has been administered in all material respects in compliance therewith.

     (i) Neither St. Joseph nor St. Joseph Bank nor any ERISA Affiliate has ever contributed or is obligated to contribute under any “multi-employer plan” (as defined in Section 3(37) of ERISA). No Plan is (or at any time has been) subject to Title IV of ERISA or Section 412 of the Code.

     (j) St. Joseph, St. Joseph Bank and each ERISA Affiliate have complied with all requirements of COBRA to the extent so required. Except as listed in Section 2.13 of the St. Joseph Disclosure Schedule, neither St. Joseph nor St. Joseph Bank nor any ERISA Affiliate provides or is obligated to provide health or welfare benefits to any current or future retired or former employee other than any benefits required to be provided under COBRA.

     (k) There are no pending audits or investigations by any governmental agency involving the Plans, and to St. Joseph’s knowledge no threatened or pending claims (except for individual claims for benefits payable in the normal operation of the Plans), suits or proceedings

involving any Plan, any fiduciary thereof or service provider thereto, nor to St. Joseph’s knowledge is there any reasonable basis for any such claim, suit or proceeding.

     (l) Within the nine-month period preceding the Closing Date, there has been no amendment to, announcement by St. Joseph, St. Joseph Bank or any ERISA Affiliate relating to, or change in employee participation or coverage under, any Plan which would increase materially the expense of maintaining such Plan above the level of the expense incurred therefor for the most recent fiscal year, except for increases directly resulting from an increase in the number of Persons employed by St. Joseph, St. Joseph Bank or any ERISA Affiliate or promotions of existing employees in the ordinary course of business consistent with past practice.

     (m) Each Plan that is subject to Code Section 409A in whole or in part has been administered to comply in all material respects with the requirements of Code Section 409A.

     (n) No Plan that is a stock option plan has ever issued a stock option at an exercise price that is below the “fair market value” (within the meaning of Code Section 422) as of the actual date on which the option was granted.

      Section 2.14. Title to Properties . St. Joseph and its Subsidiaries have marketable title, insurable at standard rates, free and clear of all liens, charges and encumbrances (except taxes which are a lien but not yet payable and liens, charges or encumbrances reflected in the St. Joseph GAAP Financial Statements and easements, rights-of-way, and other restrictions which are not material and, in the case of Other Real Estate Owned, as such real estate is internally classified on the books of St. Joseph Bank, rights of redemption under applicable Law) to all real properties reflected on the St. Joseph GAAP Financial Statements as being owned by St. Joseph or St. Joseph Bank, respectively. All material leasehold interests used by St. Joseph and its Subsidiaries in their respective operations are held pursuant to lease agreements which are valid and enforceable in accordance with their terms. All such properties owned by St. Joseph or its Subsidiaries comply in all material respects with all applicable private agreements, zoning requirements and other governmental Laws and regulations relating thereto and there are no condemnation proceedings pending or, to the knowledge of St. Joseph, threatened with respect to such properties.

      Section 2.15. Insurance . St. Joseph and its Subsidiaries have policies of insurance and bonds covering their assets and businesses against such casualties and contingencies, and in such amounts, types and forms, as are customary in the banking industry for their business, operations, properties and assets. All such insurance policies and bonds are in full force and effect. Except as set forth in Section 2.15 of the St. Joseph Disclosure Schedule, neither St. Joseph nor any of its Subsidiaries has received notice from any insurer that any such policy or bond has canceled or indicated an intention to cancel or not to renew any such policy or bond or generally disclaiming liability thereunder. Except as set forth in Section 2.15 of the St. Joseph Disclosure Schedule, neither St. Joseph nor any if its Subsidiaries are in default under any such policy or bond and all material claims thereunder have been filed in a timely fashion.

      Section 2.16. Operating Losses . Except as disclosed in Section 2.16 of the St. Joseph Disclosure Schedule, to the knowledge of St. Joseph, no action has been taken or omitted to be

taken by an employee of St. Joseph or any of its Subsidiaries that has resulted in the incurrence by St. Joseph or any of its Subsidiaries of an Operating Loss or that might reasonably be expected to result in an Operating Loss after December 31, 2005, which, without regard to any insurance proceeds payable in respect thereof, would exceed $25,000 (an “ Operating Loss ”).

      Section 2.17. SEC Filings; Financial Statements .

     (a) Except as set forth in Section 2.17 of the St. Joseph Disclosure Schedules, St. Joseph has filed all forms, reports, schedules, statements and documents required to be filed by it with the SEC since January 1, 2004 (the “ SEC Reports ”). As of their respective dates, the SEC Reports (i) complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations promulgated thereunder applicable to such SEC Reports and, to the extent applicable, SOX, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Report filed and publicly available prior to the date of this Agreement has been revised or superseded by a later filed SEC Report, none of the SEC Reports contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. St. Joseph has made available to Old National copies of all comment letters received by St. Joseph from the SEC since January 1, 2004 relating to the SEC Reports, together with all written responses of St. Joseph thereto. As of the date of this Agreement, there are no outstanding or unresolved comments in such comment letters received by St. Joseph from the SEC. As of the date of this Agreement, to the knowledge of St. Joseph none of the SEC Reports is the subject of any ongoing review by the SEC.

     (b) St. Joseph and its Subsidiaries maintain disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are effective to ensure that information required to be disclosed by St. Joseph is recorded and reported on a timely basis to the individuals responsible for the preparation of St. Joseph’s SEC reports and other public disclosure documents. St. Joseph and its Subsidiaries maintain internal control over financial reporting in material compliance with all applicable Laws.

     (c) St. Joseph has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date hereof, to St. Joseph’s auditors and the audit committee of St. Joseph’s board of directors (A) any significant deficiencies in the design or operation of its internal controls over financial reporting that are reasonably likely to adversely affect St. Joseph’s ability to record, process, summarize and report financial information and has identified for St. Joseph’s auditors and audit committee of St. Joseph’s board of directors any material weaknesses in internal control over financial reporting and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in St. Joseph’s or its Subsidiaries’ internal control over financial reporting. St. Joseph has made available to Old National (i) a summary of any such disclosure made by management to St. Joseph’s auditors and audit committee since January 1, 2005 and (ii) any

material communication since January 1, 2005 made by management or St. Joseph’s auditors to the audit committee required or contemplated by listing standards of NASDAQ, the audit committee’s charter or professional standards of the Public Company Accounting Oversight Board. Since January 1, 2005, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from St. Joseph’s or its Subsidiaries’ employees regarding questionable accounting or auditing matters, have been received by St. Joseph or its Subsidiaries pursuant to St. Joseph’s whistleblower policy and procedures. No attorney representing St. Joseph or St. Joseph Bank, whether or not employed by St. Joseph or St. Joseph Bank, has reported evidence of a violation of securities laws, breach of fiduciary duty or similar violation by St. Joseph, any Subsidiary, or any of their respective officers, directors, employees or agents to St. Joseph’s chief legal officer, audit committee (or other committee designated for the purpose) or the board of directors pursuant to the rules adopted pursuant to Section 307 of SOX or any St. Joseph policy contemplating such reporting, including in instances not required by those rules.

     (d) Since February 1, 2003, neither St. Joseph nor any of its Subsidiaries entered into any transaction of the type described in Item 404(a) of Regulation S-K promulgated by the SEC (as in effect prior to its amendment effective November 2006) that is not described in the proxy statement of St. Joseph dated April 17, 2006 or in the other SEC reports and documents filed or furnished to the SEC by St. Joseph.

     (e) The offer and sale by St. Joseph of the St. Joseph Common that is issued and outstanding, and the continuing offer of St. Joseph Common pursuant to the options that are presently outstanding and the sales of St. Joseph Common pursuant to such options that have occurred and which may prior to the Closing Date have occurred, have been and will be either registered or qualified under the Securities Act, and the securities laws of all states or other jurisdictions that may be applicable, or have been or will be exempt from such registration and qualification requirements. Section 2.17 of the St. Joseph Disclosure Schedule specifies the registrations and exemptions relied upon (or to be relied upon) in connection with all past (and future) offers and sales of St. Joseph Common.

      Section 2.18. Proxy Statement . The information included or incorporated by reference in the proxy statement to be sent to the stockholders of St. Joseph in connection with the stockholders’ meeting to vote on the Agreement and the Merger (as it may be amended or supplemented, the “ Proxy Statement ”) shall not, at the date the Proxy Statement (or any amendment or supplement thereto) is first mailed to stockholders of St. Joseph or at the time of the stockholders’ meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, St. Joseph makes no representation or warranty with respect to any information supplied by Old National or any of Old National’s representatives for inclusion or incorporation by reference in the Proxy Statement. The Proxy Statement will comply in all material respects with the requirements of the Exchange Act.

      Section 2.19. Intellectual Property .

     (a) St. Joseph and its Subsidiaries own, or are licensed or otherwise possess sufficient legally enforceable rights to use, all material Intellectual Property (including the Technology Systems) that is used by them and their Subsidiaries in their respective businesses as currently conducted. Neither St. Joseph nor any of its Subsidiaries has (A) licensed any Intellectual Property owned by it or its Subsidiaries in source code form to any Person or (B) entered into any exclusive agreements relating to Intellectual Property owned by it.

     (b) St. Joseph and its Subsidiaries have not infringed or otherwise violated any material Intellectual Property rights of any third Person since January 1, 2004. There is no claim asserted, or to its knowledge threatened, against St. Joseph and/or its Subsidiaries or any indemnitee thereof concerning the ownership, validity, registerability, enforceability, infringement, use or licensed right to use any Intellectual Property.

     (c) To the knowledge of St. Joseph, no third Person has infringed, misappropriated or otherwise violated St. Joseph or St. Joseph Bank’s Intellectual Property rights since January 1, 2003. There are no claims asserted or threatened by St. Joseph or its Subsidiaries, nor has St. Joseph or its Subsidiaries decided to assert or threaten a claim, that (i) a third Person infringed or otherwise violated any of their Intellectual Property rights; or (ii) a third Person’s owned or claimed Intellectual Property interferes with, infringes, dilutes or otherwise harms any of their Intellectual Property rights.

     (d) St. Joseph and its Subsidiaries have taken reasonable measures to protect the confidentiality of all Trade Secrets that are owned, used or held by them.

      Section 2.20. Community Reinvestment Act . St. Joseph Bank received a rating of “satisfactory” or better in its most recent examination or interim review with respect to the Community Reinvestment Act.

      Section 2.21. Bank Secrecy Act . Neither St. Joseph nor St. Joseph Bank has been advised of any supervisory criticisms regarding their compliance with the Bank Secrecy Act (31 USC 5322, et seq.) or related state or federal anti-money laundering Laws, regulations and guidelines, including without limitation those provisions of federal regulations requiring (a) the filing of reports, such as Currency Transaction Reports and Suspicious Activity Reports, (b) the maintenance of records and (c) the exercise of due diligence in identifying customers.

      Section 2.22. Environmental Matters . Except as set forth in Section 2.22 of the St. Joseph Disclosure Schedule (i) St. Joseph and its Subsidiaries are in material compliance with all Environmental Laws; (ii) there are no Tanks on or about any St. Joseph Property; (iii) there are no Hazardous Materials on, below or above the surface of, or migrating to or from St. Joseph Property; (iv) St. Joseph Bank does not have loans outstanding secured by real property that are not in material compliance with Environmental Laws or which has a leaking Tank or upon which there are Hazardous Materials on or migrating to or from; and (v) without limiting the foregoing representations and warranties contained in clauses (i) through (iv), as of the date of this Agreement there is no claim, action, suit, or proceeding or notice thereof before any Governmental Authority pending or, to the knowledge of St. Joseph, threatened against St.

Joseph or any of its Subsidiaries or concerning property securing St. Joseph Bank’s loans and there is no outstanding judgment, order, writ, injunction, decree, or award against or affecting St. Joseph Property or property securing St. Joseph Bank loans, relating to the foregoing representations (i)—(iv), in each case the noncompliance with which, or the presence of which would have a Material Adverse Effect. Neither St. Joseph nor St. Joseph Bank has received any notice from any Person or entity that St. Joseph or St. Joseph Bank or the operation of any facilities or any property owned by either of them, or held as a trust asset, are or were in violation of any Environmental Laws or that either of them is responsible (or potentially responsible) for the cleanup of any pollutants, contaminants, or hazardous or toxic wastes, substances or materials at, on or beneath any such property.

      Section 2.23. Compliance with Law . St. Joseph and its Subsidiaries each have all material licenses, franchises, permits and other governmental authorizations that are legally required to enable them to conduct their respective businesses as presently conducted and are in compliance in all material respects with all applicable material Laws and regulations, except as set forth in Section 2.23 of the St. Joseph Disclosure Schedules .

      Section 2.24. Brokerage . There are no claims, agreements, arrangements, or understandings (written or otherwise) for brokerage commissions, finders’ fees or similar compensation in connection with the Merger payable by St. Joseph or any of its Subsidiaries, or any of their respective officers and directors, except that St. Joseph has engaged, and shall pay a fee or commission to Keefe, Bruyette & Woods, Inc., in accordance with the terms and conditions of the letter agreement between Keefe, Bruyette and Woods, Inc. and St. Joseph, as disclosed in Section 2.24 of the St. Joseph Disclosure Schedule.

      Section 2.25. Material Contracts .

     (a) Except for Contracts reflected as exhibits to its SEC Reports filed prior to the date of this Agreement or as set forth in Section 2.25 of the St. Joseph Disclosure Schedule, as of the date of this Agreement, neither St. Joseph nor any of its Subsidiaries, nor any of their respective assets, businesses, or operations, is a party to, or is bound or affected by, or receives benefits under, (i) any Contract relating to the borrowing of money by St. Joseph or any of its Subsidiaries or the guarantee by St. Joseph or any of its Subsidiaries of any such obligation (other than contracts pertaining to fully-secured repurchase agreements, and trade payables, and contracts relating to borrowings or guarantees made in the ordinary course of business), (ii) any Contract containing covenants that limit the ability of St. Joseph or any of its Subsidiaries to compete in any line of business or with any Person, or to hire or engage the services of any Person, or that involve any restriction of the geographic area in which, or method by which, St. Joseph or any of its Subsidiaries may carry on its business (other than as may be required by Law or any Governmental Authority), or any Contract that requires it or any of its Subsidiaries to deal exclusively or on a “sole source” basis with another party to such Contract with respect to the subject matter of such Contract, (iii) any Contract for, with respect to, or that contemplates, a possible merger, consolidation, reorganization, recapitalization or other business combination, or asset sale or sale of equity securities not in the ordinary course of business consistent with past practice, with respect to St. Joseph or any of its Subsidiaries, (iv) any other Contract or amendment thereto that would be required to be filed as an exhibit to any SEC Report (as described in Items 601(b)(4) and 601(b)(10) of Regulation S-K under the 1933 Act) that has not

been filed as an exhibit to or incorpo