Preview | Branch Purchase and Assumption Agreement |

This BRANCH PURCHASE AND ASSUMPTION AGREEMENT (the Agreement), dated as of the 20th day of July, 2005, is made and entered into by and between OLD NATIONAL BANK, a national banking association having its principal office in Evansville, Indiana (the Seller), and GREENE COUNTY BANK, a Tennessee state bank having its principal office in Greeneville, Tennessee (the Purchaser).

WHEREAS, the Seller desires to sell certain loans and other assets and assign certain deposit and other liabilities and obligations attributed to such branch banking office to the Purchaser, and the Purchaser desires to purchase such loans and assets and assume such liabilities and obligations upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing premises, the representations, warranties and mutual agreements and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

The Branches are the only branch banking offices of the Seller which are the subject of this Agreement. The Seller hereby conveys the Branches to the Purchaser through the sale to the Purchaser of certain Assets (as hereinafter defined) and the assumption by the Purchaser of certain Assumed Liabilities (as hereinafter defined).

1.2 Time and Place of Closing. The closing of the transactions contemplated hereby (the Closing) shall occur at such time and on such date as may be mutually agreed to by the parties (the Closing Date), provided that both parties shall use their reasonable efforts to close such transactions on or before October 7, 2005. The Closing shall be held at the offices of Bass, Berry & Sims PLC, 315 Deaderick Street, Suite 2700, Nashville, Tennessee 37238 or at such other location as may be mutually agreed to by the parties.

1.3 Purchase of Assets. Subject to Section 1.4 hereof and the other terms and conditions of this Agreement, the Seller hereby agrees to sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser agrees to purchase, accept and receive from the Seller, on the Closing Date the following assets, properties and rights free and clear of all security interests, liens, mortgages and encumbrances, except for the security interests, liens, mortgages and encumbrances that are in favor of the Seller with respect to the Loans (as hereinafter defined) or that arise under applicable law and except for the matters disclosed in Section 3.5(a) hereof with respect to the Real Property (collectively, the Assets):

(a)

all loans at their respective outstanding principal amounts plus all accrued but unpaid interest and fees thereon and related unamortized origination costs or fees attributed to the Branches as of the close of business on the day immediately preceding the Closing Date, together with all security interests, liens, mortgages, guaranties and collateral related thereto, but excluding all loan loss reserves related thereto, all of such loans as of July 18, 2005, being listed on Exhibit 1.3(a) hereto (which Exhibit shall be updated to reflect new loans made and loans paid off between the date of this Agreement and the Closing Date), and delivered to the Purchaser at the Closing (collectively, the Loans), provided, however, that the Loans shall not include any loans described in Section 1.4 hereof;

(b)

(i) all customer files relating to the Loans and the Deposit Liabilities (as hereinafter defined), (ii) all promissory notes, loan agreements, security agreements, mortgages, guaranties and other loan documents relating to the Loans, (iii) all signature cards, account agreements and other deposit account documents relating to the Deposit Liabilities, (iv) all contracts and rental agreements relating to the Sellers safe deposit box business at the Branches, and (v) such other files, records, documents and instruments as are set forth on Exhibit 1.3(b) hereto;

(d)

all fee simple right, title and interest in and to the real property on which the Branches activities are conducted, the legal description of which is set forth on Exhibit 1.3(d) hereto, and the buildings, improvements and fixtures situated thereon together with all assignable real property rights and appurtenances pertaining thereto (collectively, the Real Property);

(e)

all assignable leases affecting the Branches, including all leases of real property, all equipment leases for equipment located in the Branches, and all assignable operating contracts associated with the Branches (excluding any master contracts which cover other branches of the Seller), all of which leases, equipment leases, and operating contracts are listed on Exhibit 1.3(e);

(f)

all rights, title and interest in and to all personal property, furniture, fixtures, equipment, leasehold improvements, ATM machines, and other tangible personal property located at the Real Property and owned by the Seller and used at the Branches, as listed on Exhibit 1.3(f) hereto (collectively, the Fixed Assets), together with any manufacturers warranties thereon which are in effect on the Closing Date and which are assignable to the Purchaser;

(g)	all petty, teller, ATM and vault cash maintained at the Branches as of the close of business on the Closing Date, the exact amounts of which will be certified by the Seller as of the Closing Date;

(h)	all rights to the extent assignable in, to and under any vendor single interest insurance or other insurance on collateral transferred to the Purchaser with the Loans, except with respect to such policies issued through Central Life Insurance Company;

(k)	all securities brokerage accounts maintained by the Seller or any of its affiliates or any brokerage company with which Seller or its affiliates have a relationship for any customer attributed to any of the Branches;

(l)

all rights of the Seller or any of its affiliates to solicit and service, and all relationships of the Seller or any of its affiliates with, any and all customers of the Branches in connection with, annuities, securities and investment products, including, without limitation, all rights of the Seller or any of its affiliates to receive income, premiums, fees or commissions relating to annuities, securities or investment products or portfolio or investment management services or activities following the Closing Date by the Seller or any of its affiliates to customers attributed to the Branches; and

The Purchaser hereby understands and agrees that it is purchasing only the Assets and assuming only the Assumed Liabilities (as hereinafter defined) specifically identified in this Agreement and, except as may be expressly provided for in this Agreement, the Purchaser has no interest in or right to (y) any customers of any affiliate of the Seller and (z) any relationship which the Seller may have with any customer of any other office or branch of the Seller, including, without limitation, any trust or insurance relationship or any other service (other than loan, deposit, brokerage, investment or safe deposit services) of the Seller or any of its affiliates or of any other office or branch of the Seller which may be related to the Deposit Liabilities or the Loans. No right to the use of any sign, trade mark, trade name, service mark or corporate name of Seller, or any of its affiliates, is being sold hereunder.

1.4 Excluded Assets. All assets, properties and rights of the Seller not expressly included in the Assets are excluded from the transactions contemplated by this Agreement, including, without limitation, the following (collectively, the Excluded Assets):

(a)

all trade marks, service marks, trade names, corporate names (including, without limitation, the names Old National, Old National Bancorp and Old National Bank), copyrights, medallion program stamps, signs, logos, URLs, domain names (and associated e-mail addresses), Internet web sites, proprietary information, stationery, forms, labels, shipping materials, brochures, advertising and marketing materials and other similar property or rights owned by, relating to or referencing the Seller or any of its affiliates;

(b)	the following loans attributed to the Branches as of the close of business on the day immediately preceding the Closing Date shall not be sold to the Purchaser pursuant to this Agreement:

(i)

all loans with respect to which on the close of business on the day immediately preceding the Closing Date (A) the collateral securing the loan has been repossessed by the Seller, (B) the security interest in the collateral securing the loan has not been perfected, or (C) collection efforts have been instituted or delivery or foreclosure proceedings have been filed;

(ii)	all loans attributed to the Branches as of the close of business on the day immediately preceding the Closing Date which are recorded on the Sellers books and records as non-accrual or which have principal or interest that is sixty (60) days or more past due; and

(iii)

all loans attributed to the Branches as of the close of business on the day immediately preceding the Closing Date with respect to which the borrower has filed a petition for relief under the United States Bankruptcy Code prior to the Closing Date;

(c)

all rights of the Seller or any of its affiliates to solicit and service, and all relationships of the Seller or any of its affiliates with, any and all customers of the Seller (whether or not attributed to the Branches) in connection with, insurance products or policies, including, without limitation, all rights of the Seller or any of its affiliates to receive income, premiums, fees or commissions relating to insurance products or policies prior to or following the Closing Date by the Seller or any of its affiliates to customers attributed to the Branches;

(d)

all rights of the Seller or any of its affiliates to solicit and service, and all relationships of the Seller or any of its affiliates with, any and all customers of the Seller (whether or not attributed to the Branches) in connection with, trusts, fiduciary services or activities or related portfolio or investment management services or activities, including, without limitation, all rights of the Seller or any of its affiliates to receive income, premiums, fees or commissions relating to trusts, fiduciary services or activities prior to or following the Closing Date from any customers attributable to the Branches;

(f)

all computer, networking and data processing equipment, hardware and software located at or utilized by the Branches, including, without limitation, servers, workstations, personal computers, CRTs, printers, routers, modems, network hubs, data storage media, operating systems, local area networks, custom software and off-the-shelf software;

(j)	all other assets, properties and rights of the Seller or any of its affiliates relating to, located at, attributed to or used at branches, facilities or locations of the Seller or any of its affiliates other than the Branches; and

(k)	all stock and assets used in or useful in the operations of Central Life Insurance Company, including any insurance policies issued by Central Life Insurance Company and any right to receive the premiums associated with those insurance polices.

1.5 Assumption of Liabilities. The Purchaser hereby agrees, subject to Section 1.6 hereof and the other terms and conditions of this Agreement, that on and after the Closing Date it shall assume and fully and timely perform, discharge and pay, in accordance with their respective terms, all of the liabilities and obligations of the Seller relating to:

(a)

the deposit accounts attributed to the Branches as of the close of business on the day immediately preceding the Closing Date (including, without limitation, all checking, savings, certificate of deposit, individual retirement, Keogh, money market, time deposit, repurchase agreements and sweep accounts; provided, however, that it shall not include those certain swap account listed on Exhibit 1.5(a)(i) hereto) together with all accrued interest relating to such deposit accounts, such deposit accounts as of July 18, 2005, being listed on Exhibit 1.5(a)(ii) hereto (which Exhibit shall be updated to reflect new deposits made and deposits withdrawn or paid between the date of this Agreement and the Closing Date) and shall be delivered to the Purchaser at the Closing (collectively, the Deposit Liabilities);

(f)	the operation from and after the Closing Date of the Branches in the ordinary course of business, including, without limitation, the payment or provision of salary, compensation and employee benefits to the Employees (as hereinafter defined) arising from and after the Closing Date;

(g)	the obligations of the Seller to pay the remaining two (2) installments each in the amount of Ten Thousand Dollars ($10,000.00) to the Economic Development Corporation of Clarksville, Tennessee; and

The liabilities and obligations described in this Section 1.5 that the Purchaser hereby agrees to assume and fully and timely perform, discharge and pay are referred to collectively in this Agreement as the Assumed Liabilities. On and after the Closing Date, the Seller shall have no duties, responsibilities, liabilities or obligations under or with respect to the Assumed Liabilities.

1.6 Excluded Liabilities. All liabilities and obligations of the Seller not expressly included in the Assumed Liabilities are excluded from the transactions contemplated in this Agreement, including, without limitation, the following (collectively, the Excluded Liabilities):

(a)

all deposit accounts attributed to the Branches as of the close of business on the day immediately preceding the Closing Date which are subject to any order, agreement or encumbrance (other than as reflected in the deposit agreement or certificate) that in any way restricts the payment of funds representing such account on the order of the depositor;

(b)	all amounts and deposits held by the Seller as trustee, agent or similar relationship relating to trust accounts or to other customer relationships not being transferred pursuant to this Agreement;

(d)	any and all other liabilities and obligations of any kind or nature, whether actual, contingent, disclosed, undisclosed, known or unknown, of the Seller relating to the Branches that are not expressly included in the Assumed Liabilities.

(a)

On and after the Closing Date, the Purchaser shall assume and fully and timely perform and discharge all of the Sellers obligations with respect to the Sellers safe deposit box business at the Branches in accordance with the terms and conditions of the contracts or rental agreements related to such safe deposit boxes.