8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 12, 2014

OLD NATIONAL BANCORP

(Exact name of Registrant as specified in its charter)

Indiana	001-15817	35-1539838
State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Main Street Evansville, Indiana	47708
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (812) 464-1294

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

The executive officers of Old National Bancorp intend to use the materials filed herewith, in whole or in part, in one or more meetings with investors and analysts. A copy of the investor presentation is attached hereto as Exhibit 99.1.

Old National Bancorp does not intend for this Item 7.01 or Exhibit 99.1 to be treated as “filed” for purposes of the Securities Exchange Act of 1934, as amended, or incorporated by reference into its filings under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following exhibit is furnished herewith:

The following exhibit shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended:

99.1 Old National Bancorp Investment Thesis

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 12, 2014

OLD NATIONAL BANCORP
By:	/s/ Christopher A. Wolking
	Christopher A. Wolking
	Senior Executive Vice President and
	Chief Financial Officer

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Exhibit Index

Exhibit No.	Description
99.1	Old National Bancorp Investment Thesis

4

EX-99.1

Exhibit 99.1

Dated: May 12, 2014 Old National Bancorp Investment Thesis Financial Data as of 3-31-14

Dated: May 12, 2014 Old National Bancorp Investment Thesis Executive SummarySlides 2 to 16Financial Data as of 3-31-14

Additional Information for Shareholders of United Bancorp, Inc. Communication in this presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed merger, Old National has filed with the SEC a Registration Statement on Form S-4 that includes a preliminary Proxy Statement of United Bancorp, Inc. ("United") and a preliminary Prospectus of Old National, and each of Old National and United has filed and will file other relevant documents concerning the proposed transaction. A definitive Proxy Statement/Prospectus will be mailed to shareholders of United. United Shareholders are urged to read the Registration Statement and the definitive Proxy Statement/Prospectus regarding the merger when it becomes available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. A free copy of the Proxy Statement/Prospectus, as well as other filings containing information about Old National and United, may be obtained at the SEC's Internet site (http://www.sec.gov). You will also be able to obtain these documents (when available), free of charge, from Old National at www.oldnational.com under the tab "Investor Relations" and then under the heading "Financial Information" or from United by accessing United's website at www.ubat.com under the tab "Investor Relations" and then under the heading "SEC Filings." Old National and United and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of United in connection with the proposed merger. Information about the directors and executive officers of Old National is set forth in the proxy statement for Old National's 2014 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 14, 2014. Information about the directors and executive officers of United is set forth in United's Annual Report on Form 10-K, as filed with the SEC on February 28, 2014. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Proxy Statement/Prospectus regarding the proposed merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.

Forward-Looking Statement This presentation contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, descriptions of Old National Bancorp's financial condition, results of operations, asset and credit quality trends and profitability and statements about the expected timing, completion, financial benefits and other effects of Old National Bancorp's proposed merger with United Bancorp, Inc. ("United"). Forward-looking statements can be identified by the use of the words "anticipate," "believe," "expect," "intend," "could" and "should," and other words of similar meaning. These forward-looking statements express management's current expectations or forecasts of future events and, by their nature, are subject to risks and uncertainties and there are a number of factors that could cause actual results to differ materially from those in such statements. Factors that might cause such a difference include, but are not limited to: expected cost savings, synergies and other financial benefits from the merger with Tower Financial Corporation and proposed merger with United might not be realized within the expected time frames and costs or difficulties relating to integration matters might be greater than expected; the requisite shareholder and regulatory approvals for the United merger might not be obtained; market, economic, operational, liquidity, credit and interest rate risks associated with Old National Bancorp's businesses; competition; government legislation and policies (including the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act and its related regulations); ability of Old National Bancorp to execute its business plan (including its proposed acquisition of United Bancorp, Inc.); changes in the economy which could materially impact credit quality trends and the ability to generate loans and gather deposits; failure or circumvention of our internal controls; failure or disruption of our information systems; significant changes in accounting, tax or regulatory practices or requirements; new legal obligations or liabilities or unfavorable resolutions of litigations; other matters discussed in this presentation and other factors identified in Old National Bancorp's Annual Report on Form 10-K and other periodic filings with the Securities and Exchange Commission ("SEC"). These forward-looking statements are made only as of the date of this presentation, and Old National Bancorp does not undertake an obligation to release revisions to these forward-looking statements to reflect events or conditions after the date of this presentation.

Non-GAAP Financial Measures These slides contain non-GAAP financial measures. For purposes of Regulation G, a non-GAAP financial measure is a numerical measure of the registrant's historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statement of income, balance sheet or statement of cash flows (or equivalent statements) of the issuer; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. In this regard, GAAP refers to generally accepted accounting principles in the United States. Pursuant to the requirements of Regulation G, Old National Bancorp has provided reconciliations within the slides, as necessary, of the non-GAAP financial measure to the most directly comparable GAAP financial measure.

Snapshot of Old National Source: SNL Financial, Company filings, FactSet Estimates Note: Market data as of May 5, 2014; financial information as of March 31, 2014. 1 Pro forma for pending UBMI acquisitions. Summary Overview Company Description Asset Mix Liability Breakdown Headquarters Evansville, IN Market Cap $ 1,465 2014E P / E 1 13.5 x P / TBV 1 1.9 x Dividend Yield 3.2 % Total Assets $ 9,545 Total Deposits 7,258 ROAA 1.12 % $ in millions, except noted Largest financial services bank holding company headquartered in Indiana with a presence throughout Indiana, Western Kentucky, Southern Illinois and Southwest Michigan166 financial centers186 ATMsFocused on community banking with a full suite of product offerings:Retail and small businessWealth managementLeasingGuided by three strategic imperativesStrengthen the risk profileEnhance management disciplineAchieve consistent quality earnings Investment servicesCapital marketsInsurance

Attractive footprint that offers both leading share in mature markets and room to expand in higher growth marketsConsistent financial performance with distinct revenue streams and improving efficiencyDiverse loan portfolio with growth accelerating while maintaining strong credit metricsDisciplined acquisitions that are exceeding expectations with robust future opportunitiesSteward of capital - organic growth, dividend / share repurchases, and acquisitionsAchieving strategic imperatives Investment Thesis

Growth of the Old National franchise Mature, Stable Markets & Dominant Share Branch Map 1 Higher Growth Markets Source: SNL Financial, Company Filings, June 30, 2013 FDIC Summary of Deposits Note: Green shading indicates metric that exceeds the national average. Unemployment as of March, 2014. 1 Pro forma for UBMI. $ in millions, except noted

Commitment to Excellence Commitment to Excellence

Our Indiana Footprint Economic Vital Signs Economic Vital Signs Strong Stable or Mixed Decline Sources: US Bureau of Labor Statistics, US Dept. of Labor, Stats Indiana, Indiana Association of Realtors, Yahoo Finance, IN Dept. of Revenue

Indiana's Economic Achievements "AAA" Credit Rating - Fitch, Moody's and Standard and Poor2nd Most Competitive State - Site Selection Magazine3rd Best U.S. State for Manufacturing Jobs - CNBC 5th Best State for Business - CEO Magazine8th Fastest Growing State Economy - USA Today280 new manufacturing jobs created - Berry Plastics, Evansville, Indiana200 new jobs created - General Electric, Lafayette, Indiana

Our Michigan Footprint Projected 2018 Median Household Income Ann Arbor, MichiganHighest median household income MSA in MichiganMarch unemployment rate of 5.2%, compared to the national rate of 6.7%Listed in Forbes' 2013 "Best Places for Business and Careers" and was Livability.com's 13th "Best Place to Live" Kalamazoo, MichiganHighest median HHI growth in Old National's Michigan footprintPopular area for healthcare and pharmaceutical organizations, with major companies such as Pfizer, Perrigo and Stryker housing large operations. Projected 2013-2018 Median HHI Growth

$ in millions except diluted earnings per common share Executing the Plan - 1Q14 Highlights Non-covered loans include all loans except FDIC-covered loans 1 Non-GAAP financial measure which Management believes is useful in evaluating the financial results of the Company - see Appendix for Non-GAAP reconciliation

Loan Growth $ in millions Acquired 3Q13 Acquired 3Q12 Acquired 1Q11 Period-end gross loans

Fee-Based Business Revenue $ in millions 1 Contingency revenue 1 1

Asset Quality Net Charge-Offs ALLL / Non-Performing Assets1 1 Nonaccrual, restructured & OREO Credit Quality (Excluding Covered Loans)

Dated: May 12, 2014 Old National Bancorp Investment Thesis Financial Data as of 3-31-14

Strategic Imperatives Scorecard 1 2 3 Executing the Plan 2013E Financials

Pre-Tax, Pre-Provision Income1 $ in millions 1 Non-GAAP financial measure management believes is useful in evaluating the financial results of the Company - see Appendix for Non-GAAP reconciliation

Net Interest Margin1 1 Fully taxable equivalent basis 2 ONB Core includes contractual interest income of Monroe, Integra and IN Community loans 2

Average Total Loan Trends $ in millions 1 Includes both covered and non-covered loans 1

Commercial Loans $ in millions 2007-2008 Average 23.9%

Loan Concentrations - Excluding Covered Loans At 3-31-14 Commercial Commercial Real Estate Diversified Commercial Loan Portfolio Diversified Commercial Loan Portfolio (CHART)

Net Charge-Offs / Provision $ in millions 1 Excludes FDIC-covered loans

Credit Quality - Excluding Covered Loans See Appendix for definition of Peer Group 1As a % of end of period total loans Peer Group data per SNL Financial

Credit Quality - ALLL and Mark Summary $ in millions 1 Non-GAAP financial measure which Management believes useful to demonstrate that the remaining discount considers credit risk and should be included as part of total coverage N/A = not applicable

Conservative Lending Limits/Risk Grades Conservative Lending Limits/Risk Grades In-house lending limits conservative relative to ONB's legal lending limit at 3-31-14 of $114.0 million per borrower 1Includes entire relationship with borrower Borrower1 Asset Quality Rating (Risk Grades) 8 - Classified (Problem) 9 - Nonaccrual

Investment Portfolio Purchases 1Q141 1 Data as of March 31, 2014, for purchases made throughout 1Q14

CD Maturity Schedule Represents CD maturities at March 31, 2014

Tangible Common Book Value1 Acquired Monroe Bancorp 1-1-11 FDIC acquisition of Integra Bank 7-29-11 1 Non-GAAP financial measure management believes is useful in evaluating the financial results of the Company - see Appendix for Non-GAAP reconciliation Acquired IN Community Bancorp 9-15-12 Acquired Bank of America Branches 7-12-13

Capital Ratios See Appendix for definition of Peer Group Peer Group data per SNL Financial $ in millions 1See Appendix for Non-GAAP reconciliation

Interest Rate Curves

Interest Rate Sensitivity Change in Net Interest Income1 Interest Rate Sensitivity 1 Comparisons from flat rates, which assume stable rates and a stable balance sheet. These scenarios do not take into account changes in customer behavior that could result in changes to mix and/or volumes in the balance sheet.

Total Revenue $ in millions

Efficiency Ratio1 1 Calculation excludes net securities gains and intangible amortization Incentive basis calculation excludes merger and integration charges and impact for current year partnerships Non-GAAP financial measure which Management believes is useful in evaluating the financial results of the Company - see Appendix for Non-GAAP reconciliation

22.1% increase in total assets with a corresponding 5.1% decrease in FTE FTE and Asset Change $ in millions 1,2 3 4

Returned to community bank model 2004 2005 Sold non- strategic market - Clarksville, TN - 5 branches 2006 Sold non- strategic market - O'Fallon, IL - 1 branch 2007 2008 2009 2010 2011 2012 2013 Acquired St. Joseph Capital - Entry into Northern IN market February, 2007 Acquired 65 Charter One branches throughout Indiana March, 2009 Acquired Monroe Bancorp - Enhanced Bloomington, IN presence January, 2011 Acquired IN Community - Entry into Columbus, IN September, 2012 FDIC-assisted acquisition of Integra Bank July, 2011 Sold non- strategic market - Chicago-area - 4 branches Consolidation of 21 branches Acquired 24 MI / IN branches July, 2013 Consolidation of 2 branches Consolidation of 8 branches Consolidation of 1 branch Consolidation of 10 branches Consolidation of 12 branches Consolidation of 44 branches Consolidation of 5 branches Sold 12 branches Consolidation of 22 branches Purchased 182 + 18 pending Sold 22 Consolidated 128 Acquired Tower Financial - Enhancing Ft. Wayne, IN presence April, 2014 Pending acquisition of United Bancorp - Entry into Ann Arbor, MI 2014 Consolidation of 3 branches Transforming Old National's Landscape

Represents MSAs with more than 15,000 households in IN,KY,IL, southern MI, Cincinnati and St. Louis. MSA quartile rankings weighted as follows: 25% number of households, 20% median HH income, 10% unemployment, 10% median HH income 5-year growth, 10% population 5-year growth, 10% deposits/branch ratio and 15% households/branch ratio. Strategy Process Emerging Trends Focus on community banks with strong client relationships and deposit franchisesMid-sized markets within or near existing franchise with above average growth rates Must pass rigorous due diligence processMust align both strategically and culturallyMust meet/exceed financial targetsMust enhance Old National's mission of being a true "community bank" M&A - Partnerships Rising M&A competition is increasing price multiplesResurgence of MOEs giving potential targets an alternative to sellingCash deals becoming more in favor by targets Legend ONB 1st Quartile 2nd Quartile 3rd Quartile 4th Quartile

Shifting to higher-growth markets from lower-growth marketsEntry and fill-in of existing higher-growth markets through strategic acquisitions Acquired 182 branches +18 pendingSale or consolidations in lower-growth, non-core marketsConsolidated 128 branches Sold 22 branches 2004 2014 39 Pending United locations Transforming Old National's Landscape

$ in millions1 Anticipated closing early 3Q14 Disciplined Partnerships

Committed to Strong Corporate Governance Stock ownership guidelines have been established for named executive officers as follows:As of March 31, 2014, each named executive officer has met their stock ownership requirement requirement requirement requirement requirement requirement requirement requirement requirement requirement requirement

Executive Compensation Tied to long term shareholder value: Long Term Incentive Plan (CFO,CBA, CCO, Chief Legal Counsel) Long Term Incentive Plan (CFO,CBA, CCO, Chief Legal Counsel) Performance Measure Weight Performance-based 75% Service-based 25% Short Term Incentive Plan (CBA, CCO) Short Term Incentive Plan (CBA, CCO) Performance Measure Weight Corporate Net Income 20% Banking Budgeted Margin 50% Net Charge-Off Ratio 15% Efficiency Ratio 15% Long Term Incentive Plan (CEO) Long Term Incentive Plan (CEO) Performance Measure Weight Performance-based 100%

Old National Bancorp Appendix

Non-GAAP Reconciliations $ in millions

Non-GAAP Reconciliations $ in millions

Non-GAAP Reconciliations $ in millions

Non-GAAP Reconciliations

Non-GAAP Reconciliations $ in thousands

Non-GAAP Reconciliations $ in thousands

Investor Contact Additional information can be found on theInvestor Relations web pages atwww.oldnational.comInvestor Inquiries:Lynell J. Walton, CPASVP - Director of Investor Relations812-464-1366lynell.walton@oldnational.com