Welcome to the Old National Bancorp Fourth Quarter 2009 Earnings Conference Call. This call is being recorded and has been made accessible to the public in accordance with the SEC's regulation FD. The call, along with corresponding presentation slides, will be archived for 12 months on the Investor Relations page at www.oldnational.com. A replay of the call will also be available beginning at 1:00 p.m. Central today, through February 15. To access the replay, dial 1-800-642-1687, conference ID code 48365442. Those participating today will be analysts and members of the financial community. At this time, all participants are in a listen-only mode. Then we will hold a question-and-answer session and instructions will follow at that time. At this time, the call will be turned over to Lynell Walton, Director of Investor Relations for opening remarks. Ms. Walton?

Thank you, Regina and good morning to all of you. We welcome you to our fourth quarter 2009 earnings conference call. With me today are Old National Bancorp's management members Bob Jones, Chris Wolking, Barbara Murphy, Daryl Moore, and Joan Kissel. As noted on slide three, I would like to remind you that as we proceed, our presentation today will contain forward-looking statements that are subject to certain risks and uncertainties that could cause the company's actual future results to materially differ from those discussed. These risks and uncertainties include, but are not limited to those which are contained in this slide and in Old National's filings with the SEC. Slide four contains our non-GAAP financial measures information. Various numbers in this presentation have been adjusted for certain items to provide more comparable data between periods and as an aid to you in establishing more realistic trends going forward. Included in the presentation are the reconciliations for such non-GAAP data. We feel that these adjusted metrics to be helpful in understanding Old National's results of operations and core performance trends. If you turn to slide five, you'll see our agenda for the call today. First, Bob will review significant events and highlights of our fourth quarter and full year 2009 performance. Daryl will then provide additional detail on our shared national credits, provide commentary on our credit quality trends and our outlook on these trends going forward. Next, Chris will in detail items impacting our net interest margin and the specific securities, which resulted in our other-than-temporary impairment for the quarter. Bob will then close out our prepared remarks with a look-ahead at 2010. After that time, we will be happy to open the lines and take your questions. I will now turn the call over to our CEO, Bob Jones.

Thanks, Lynell and good morning to everybody on the call. As always, we appreciate you joining us. Before I begin my commentary regarding the fourth quarter, I would be remiss if I didn’t start our call with a toast to our Indianapolis Colts and wishing them victory in the Sunday Super Bowl. I know that each of you join us in wishing the Indiana's team good luck this Sunday. Turning to slide seven, I will begin my review of the fourth quarter. This morning, we did announce a loss for the quarter of $9.3 million or $0.11 per share. This loss was driven by the events that we detailed in our pre-release of January 13th. To recap, those items consisted of first, a single charge-off of $12 million related to a non-real estate syndicated credit from our Indianapolis market. I know that we spoke with those of you who called after the pre-release and answered many of your questions. We will just open items from your questions during our credit review and as always, we would be happy to answer any further questions during the Q&A. During the quarter, we also continued to experience OTTI of $9.5 million. We were very diligent in our analysis of these portfolios in an attempt to ensure that we appropriately captured forecasted credit loss and we worked with a third party to help validate our assumptions. To be honest though, while we feel we were conservative in our analysis, it is not possible to say we will not experience any further OTTI. As we also discussed in the pre-release, we did restructure our balance sheet in the fourth quarter, primarily in determining our higher-cost FHLB advances and sales of municipal bonds. As Chris will discuss with you later, these actions did have a positive…

Thank you, Bob. Because the single large charge-off in the quarter was a shared national credit, I think it's appropriate to begin my segment of this morning's discussion reviewing our institution's exposure to shared national credits. As you can see from slide 10, at the end of the year, Old National was a participant in 13 different shared national credit relationships with $141.1 million in total exposure and $73.5 million in total outstanding. All but one of these relationships is within our three-state footprint of Indiana, Kentucky, or Illinois. Our largest exposure in this portfolio was $20 million and the portfolio has a weighted average risk rate of 1.8. To refresh your memories, we rate our commercial credits on a scale of zero to nine with zero representing the lowest risk profile of the categories. We have monitored our shared national credit exposure closely over the last several years and continue to review our exposure in this area with our Risk Committee on a quarterly basis. At the current time, other than the remaining exposure of slightly less than $2 million on the single large credit, which was written down in the fourth quarter and a small letter of credit exposure of less than $0.5 million, there are no credits in this portfolio segment that are rated criticized or worse. Moving to slide 11, you can see that the fourth quarter net charge-offs were significantly higher than prior quarters. Net charge-offs in the quarter were $21.8 million or 217 basis points of average loans compared to $12.7 million or 117 basis points of average loans last quarter. Obviously, the big story in terms of charge-offs came in our C&I portfolio where losses totaled almost $17 million. Without in any way minimalizing the severity of the $12 million single credit write-down…

Thank you, Daryl. Bob reviewed the key drivers of our fourth quarter results at the beginning of the call. It is important to note that our actions during the fourth quarter continued the balance sheet and net interest margin themes we have discussed in previous calls this year, which are, to maintain a strong capital base to give the company the capacity to grow through the acquisition of other banks or organically as the economy improves, to maintain an asset-sensitive balance sheet to prepare for rising short-term interest rates, and to reduce our tax-exempt income as a percentage of taxable income to slow the growth of the deferred tax asset on our balance sheet. Most of the slides in my presentation are familiar to you from previous quarterly presentations, but I have added additional information to help you understand the drivers of our lower net interest margin and the securities that generated the other-than-temporary impairment charge during this quarter. I'll begin on slide 22. Tangible common equity declined from 8.53% in the third quarter to 8.25% in the fourth quarter. Tangible common shareholders' equity declined from $663 million at September 30th to $643.6 million at December 31st due to the net loss in the quarter and our $0.07 per share common dividend. Tangible assets increased $34 million during the quarter. On slide 23, note that tangible common equity, as a percentage of risk weighted assets, increased by 12 basis points from September 30th to December 31st. Risk weighted assets declined to $206.6 million during the quarter, driven primarily by the $197.2 million decline in our loan portfolio from September 30th to December 31st. Our investment portfolio comprised 36.9% of our total assets at December 31st. Our large investment portfolio combined with our high tangible common shareholders' equity gives us a…

Thanks, Chris. I'm going to close our presentation on slide 35 with a very high level review of a few of the actions we will be taking to further strengthen Old National during 2010. While the economy appears to be at least slowly recovering, and we have said multiple times that has not been reflected in the demand for loans from our customers or our prospects. This slowdown has allowed us to look at ways to improve our processes, to enhance our client experience throughout the bank, with an eye towards ensuring that we are well positioned for when the demand improves. To that end, we have multiple efforts going on in the company. Barbara Murphy and Daryl Moore are leading one effort to review our commercial lending area. Our project manager is Dennis Heishman, our Kentucky region CEO. Early results have yielded some efficiencies as we have been able to streamline some of our processes. Our goal is to continually focus on enhancing the client experience, improve turnaround times, and to ensure we maintain our strong credit culture. In addition, we are conducting the same review on our retail banking unit. Identical governance structure is in place with project management being led by Jeff Speith, our Illinois market President. We have also begun an exhaustive review of our expense structure. This is an ongoing process with the majority of the impact expected later in 2010 and into 2011. Our early results have yielded a reduction of approximately 4% of our workforce with an estimated annual reduction in expenses of close to $8 million. I should also note that we accrued the related severance cost of $1.8 million in the fourth quarter. We are early in the process and we will continue to provide you with further updates during our…

(Operator Instructions). Your first question comes from the line of Scott Siefers with Sandler O'Neill.

Congratulations, Scott. Scott Siefers – Sandler O'Neill: Thank you very much. I appreciate that. So I guess the first couple of questions are on credit. So Daryl, maybe they are best for you. Given sort of the extended pace of recovery, I wonder when your model would allow you to begin to draw down reserve, what kind of things that you would have to see there? And then as a general credit question, what couple of metrics would you be looking at to see if the credit environment were improving more materially? And then I guess conversely, what would you look to see if when we might be slipping into another downturn?

Yes, great questions, Scott. With respect to the drawing down the reserves, I think that we – I know that we have very spirited discussions in the organization. I think though we are all very focused on the fact that – we have to be careful about drawing down reserves until we are absolutely convinced that the trends increasing risk in the portfolio have seized and turned the other way. And so not only do we look at our model and make sure that the model confirms where we are, but we as a management group are committed to making sure we don't get too far ahead of drawing down reserves until we are all convinced that things are turned around. Now, with respect to that second question, I think that leads – the credit metrics that we would look at to see that – be convinced that things have turned. We monitor on a monthly basis our downgrades to upgrade ratios and we have, during 2009, continued to see a trend of our downgrades exceeding our upgrades in virtually every one of our asset quality rating categories. If we begin to see that turn and we begin to see our delinquencies continue to improve, I think at that point in time we see kind of that first crack of light through the door and we are going to get much more enthused about the fact that we are really seeing some definitive material recovery that we can rely on. Scott Siefers – Sandler O'Neill: Okay, perfect. Thank you. And then Chris, I think probably next question is for you, just on the securities portfolio and I guess the possibility of any further OTTI. I guess given the kind of the review when you looked at this quarter's number, as you look for – what kind of dynamics would it take to have additional OTTIs in that portfolio?

Well, again, I kind of think I would echo Daryl's comment about spirited discussions around OTTI and it clearly is something that we look at very, very closely. I think as you see in the OTTI this quarter, Scott, we really took our first material OTTI on our CMO portfolio. So we look very closely at our delinquency expectations and our loss expectations around those delinquencies. And I think – frankly, that's why we put a little more detail on there so that you all could take a look at those and give it your own judgment around those securities. But as Bob mentioned, we feel like we did a nice job and we are appropriately conservative in our evaluation of delinquencies and loss expectations around those securities. So it's' a quarter-by-quarter thing.

Scott, I might add to that spirited discussion. I have a broken ankle and it has nothing to do with OTTI or credit. Scott Siefers – Sandler O'Neill: Thankful to hear that, but sorry to hear about the ankle. All right. That – I think that should do it for me. So thank you very much.

Congratulations again, Scott. Scott Siefers – Sandler O'Neill: Thanks a lot, Bob.

(Operator Instructions). The next question comes from the line of Mac Hodgson with SunTrust Robinson Humphrey.

Hey, Mac. How are you doing? Mac Hodgson – SunTrust Robinson Humphrey: Hey, good. Good morning. A couple of questions, maybe first – I noticed a slight decline in service charges on deposit accounts. You might have addressed this in your comments. I was curious if that was anything unusual and I know at this point it's difficult to quantify what level of NSF-related fees will be impacted by the legislative changes, but is it possible to put a range around it?

Yes, I'd be cautious in putting any range around it yet until we get further understanding, Mac. We've been diligently looking at Reg E and trying to get that number, but I'm not prepared to give you a number you can put in your models yet. Relative to the service charge decline, it's really a more of a mechanical issue around charge-offs. We had a little higher charge-offs in the fourth quarter, which really affected that run rate. I think if you go back to the third quarter, you will get a better idea what the run rate would be, absent any changes coming from Reg E. Mac Hodgson – SunTrust Robinson Humphrey: Okay, great. Then Chris, on repositioning the balance sheet for a rising rate environment, can you give us any color on – I know we could see it obviously when the K comes out, but – I don't know how you all look at it, but with a increase in rates of X basis points, how would the spread income or net income adjust?

Yes, I don't have the details here in front of me, Mac. And you are right, we do spell that out pretty carefully in the K. It – we've continued – I think as we pointed out in previous quarters, we've been maintaining an asset-sensitive balance sheet for quite a while and it's our objective not to get too far ahead of that number. So I think it's fair perhaps to look at last quarter's information and have a pretty good estimate of where we are going forward, but we clearly realize that in a steep yield curve, we are giving up some income, we don't want to go too far overboard on the asset-sensitive balance sheet, but it's a pretty important element of our AL discussions on a regular basis that we just feel like it's the right thing to do. So you won't see us take undue leverage or interest rate risk with investment portfolio assets beyond where we are today.

I might mention, Mac, if you haven't seen Vice Chairman Kohn from the Federal Reserve's testimony last week on interest rate risk, it's clear this is getting an awful attention out of Washington as well. Mac Hodgson – SunTrust Robinson Humphrey: Yes. Yes, absolutely. And Chris, another question on taxes. And you might not have this, but is there a way to – I mean, what was the level of tax-exempt income in the quarter? And then it sounds like that will probably be a bit lower obviously as you shift out of some tax-exempt securities. I was trying to think about how to model – ?

How to model it, yes. Mac Hodgson – SunTrust Robinson Humphrey: Yes.

Well, I think as I pointed out, we still expect to have higher tax-exempt income than taxable income in 2010. So that gives you some idea of what that effective rate could be and we've always maintained a relatively low effective tax rate in the course of – with this kind of information, it's effectively negative. But I think that – I think in conjunction with that, we still want to watch the buildup of our AMT credit and we are clearly concerned, obviously – attention around our deferred tax asset, but everything is in pretty good order. We don't – I think when the SEC looks at deferred tax assets for valuations and things of that sort, they are always looking backwards at what kind of losses you've had in the previous quarters and of course your previous years, and of course we haven't had any problems with that. So it's just a question of being cognizant of those assets and continue to do what we can to increase that taxable income as a percentage of tax-exempt total income. Mac Hodgson – SunTrust Robinson Humphrey: Great. And one last one. Bob, just touching on the M&A environment again, I'm curious how the company views unassisted or open bank transactions now and to the extent that aren’t a lot of FDIC assets to deal in and around your market, at what point would management feel comfortable completing a regular way type of transaction and do you see many of those on the horizon?

Yes, a couple of points, Mac. One is we would get there once we can get comfortable with the mark on the credit. That's – it's awfully tough to get comfortable in a whole-bank transaction because of those marks. So it's still in our M&A strategy, whole-bank transactions would be a distant third against FDIC and branch acquisitions. But interestingly, as you start to see more and more companies with their stock trading below book, some interesting accounting that at least is intriguing that allows us to look at whole bank, but again that mark is just awfully tough to get past at its stage and we lay a lot of pipe and then as the world turns, hopefully we've – we can take advantage of that. Mac Hodgson – SunTrust Robinson Humphrey: Okay, great. I appreciate the color. Thanks.

Thanks, Mac.

Your next question comes from the line of Jon Arfstrom with RBC Capital.

Hey, Jon, welcome. Jon Arfstrom – RBC Capital: Great, thanks. Good morning. Even Archie Manning is cheering for the Colts by the way.

He is not. Just give up your firstborn. Jon Arfstrom – RBC Capital: He is. Question on OREO. It's not a very big category and you talked about how there aren’t very many large credits in there, but how aggressive do you plan to be on moving those credits out?

Yes, Jon. This is Daryl. We historically, and I don't see any change, have been very aggressive in trying to move them out. If you look over the long term and if you try to manage your property out of the cycle, we have found that more times not. You just spend – end up spending more money, keeping the property up, paying the taxes, those types of things. So I think that we have the loans adequately marked to what the current market rate is or current market value is and so I would – our expectation would not be to change our philosophy of moving these out as quickly as we can. Jon Arfstrom – RBC Capital: Maybe an unrelated question. Chris, how much more room do you think you have on deposit costs? It looks like, according to your chart, that comes on about 8 basis points to 10 basis points per quarter and I'm curious if you think that that can keep going at that pace.

You guys are hitting all three of the spirited discussions that we have on a regular basis. I think that – when you look at our rates, particularly on the interest-bearing transaction type accounts, they are pretty low. So we've done a good job of keeping those low and balances have continue to increase, which were very important to us. The opportunity there then becomes on CDs and the more term typed interest-bearing accounts and we continue to see some benefits there. The question is to, given our need to continue to be asset sensitive, we don't want to give up too much duration in our core funding books. So we are – we watch it very, very closely and try to take what we can without giving up too much in the way of customer relationships or those total deposits.

And I would just say there is days I feel like Dr. Phil between Barbara, Daryl and Chris. So you hit on two of the topics between credit and deposit pricing. Jon Arfstrom – RBC Capital: Okay, all right. Well, we'll go into loan pricing then, I guess.

We've got room. Jon Arfstrom – RBC Capital: How competitive is the environment for quality credits? I think you are obviously in the similar situation to a lot of your peers, but curious, maybe a little bit on the pipeline, a little bit on the quality of the pipeline and then a little bit on how competitive it is when something quality comes up for grab?

This is Barbara Murphy. I'm going to take that question. The pipeline has deteriorated through the year in terms of volume opportunities, but stabilized in the fourth quarter to where it was and at the end of the third quarter. So we've seen some of it build back up. The pricing in our markets is very competitive and very intense. We keep compete against the lot of smaller community banks who are very aggressive with their pricing. So guys are trying to sell relationship and the other services that we offer and not always go out on price. At times, we do concede our price, but it has to be a deep and rich relationship for us to do that now. Jon Arfstrom – RBC Capital: Give me difference between Evansville and Indy for example.

In terms of competitive nature? Jon Arfstrom – RBC Capital: Yes.

Not really. It's – Indy lasted longer in terms of the pipeline staying up, but it has fallen just as sharply now as it did in Evansville. Jon Arfstrom – RBC Capital: And pricing would be pretty consistent between both?

Pricing is consistent. There are lots of opportunities in the Indy for small banks. I think there are 67 banks in the Indy. So there is no shortage of banks to compete with there. Jon Arfstrom – RBC Capital: Okay. Thanks for the help.

Great. Thanks, Jon.

Your next question comes from John Rodis with Howe Barnes.

Hey, John. John Rodis – Howe Barnes: Good morning. Good morning, guys. Bob, I think I caught your comments on severance expense and I think you mentioned 4% cut in the workforce. Could you just go back over there?

Sure. Over the last couple of weeks, we have notified about 4% of our workforce that their positions have been eliminated as I said. On an annualized basis, that's approximately $8 million in cost reduction. The $1.8 million in severance related to those positions we did take in the fourth quarter. Unfortunately, it's always difficult whenever you eliminate people. So obviously we have committed to you – to everyone in the third quarter that we knew we had to reduce cost and we continue to work through that process. John Rodis – Howe Barnes: Where did most of those cuts come?

Really, a lot of them in the loan and credit areas as we continue to see demand shrink. So that would be the bulk of them, geographically mostly split between Evansville and Indianapolis. But we have seen cost reductions in virtually every area of the company as we continue to look at ways to streamline processes and reduce some of the overhead we build up as we execute the turnaround of the company. John Rodis – Howe Barnes: Okay. And the severance cost of $1.8 million, where was that actually in the quarter?

It would be in your salary and benefits line. It's a contra-expense or it's an expense that hits that number. So – but it was slightly offset by some other reversals that we had in salaries and other areas with bonuses in that. So really from a modeling standpoint, it's almost neutral. John Rodis – Howe Barnes: Okay, okay. And then I'm just – as far as for 2010, what do you – I mean, what do you think the efficiency ratio other than being lower? Is there kind of a range you think it should be around?

Lower. I'm not really committed, John, to get – we are continuing to try to model some of the work. As I said, I'm very pleased with the early efforts on part of the management, but as we get a little better and a little bit more finite on our modeling, we'll give you a better idea with it, but I'd hate to commit to a number now and have to backtrack. But I can tell you, we are keenly focused on reducing overhead right now. John Rodis – Howe Barnes: Okay, fair enough. Thanks, guys.

Thanks, John.

Your next question comes from Stephen Geyen with Stifel Nicolaus. Stephen Geyen – Stifel Nicolaus: Good morning.

Hey Stephen, how are you? Stephen Geyen – Stifel Nicolaus: I am well, thank you. This is – actually, Barbara answered one of my questions, but I got one other question for her. Regarding CD rates, certainly industry-wide, rates have been coming down and also deposits at banks have been rising. Do you think there is more to go in CD rates?

In terms of rates coming down? Stephen Geyen – Stifel Nicolaus: Yes.

I've given as blood as I'm about to give. We really have been reducing them over the last several months. I mean, almost every month we've been reducing them. And quite frankly, I'm not seeing the attrition that we thought we would see from doing that.

Yes. Stephen, our rates are clearly the lowest in the markets we are in and I wouldn't say there is a lot of room to drive that down. We are conscious of relationships at the same time, but we work – Barbara has worked awfully hard with her team to get those rates down and we are just kind of waiting for rates to rise at this stage. Stephen Geyen – Stifel Nicolaus: Okay, thank you.

Thank you.

There is a follow-up from the question of Scott Siefers with Sandler O'Neill. Scott Siefers – Sandler O'Neill: Hey, Bob. I was hoping you might expand a bit on one of the answers you had to one of the previous questions. It was just on kind of the unassisted M&A environment. You made the comment about the – some of the accounting benefits that you can potentially utilize in unassisted deals. And I guess just kind of qualitatively, if you think about those names that are trading below book, they I guess in some cases get to be sort of slippery slopes [ph]. Either they are trading there because there is a chance of failure or conversely, if they do survive, presumably they would do quite well in a recovery. So I guess I just wonder how – kind of how those conversations go when you speak with management teams from those types of companies and then kind of how you weigh the mark given the inordinate amount of risk versus the benefits you might weigh? I guess just any color you can provide on that earlier comment would be helpful.

Sure. There is a reason we haven't announced deals lately, Scott, is that we are extremely conservative as we look at those. Conversations are interesting. I would tell you that unless a bank has gotten some regulatory restrictions or letters or whatever, their expectations are still, in my opinion, too high. Even if they are trading below book, the boards and managements still believe that when things turn around, they are going to be okay. So I would characterize those discussions as friendly, we do a lot of them. But there is a reason we haven't announced anything because, as I think everybody knows, we are just so darn conservative when we look at those credit marks that it's hard to get comfortable at this stage. Scott Siefers – Sandler O'Neill: Perfect. Thank you.

Thanks, Scott.

Your next question comes from Eileen Rooney with KBW.

Hi, Eileen. How are you? Eileen Rooney – KBW: Good morning, everyone. I just had one follow-up to Chris, your comments on the tax rate and I just wanted to make sure that – I know you said you would have higher tax-exempt income in 2010 than in – than non – than the taxable income.

Right. Eileen Rooney – KBW: And under that scenario, what is your sort of tax rate range that we should assume?

It's difficult for me to give you a range. I'd have to say negative to very low positive. Eileen, it's really difficult to look there. I – you can't really assume that our – at least our taxable to tax-exempt income ratio is going to change that dramatically early in the year from where we were in the fourth quarter. Eileen Rooney – KBW: That's all I had.

Great, Thanks, Eileen.

Your next question comes from John Rodis with Howe Barnes. John Rodis – Howe Barnes: Hey, guys. Chris, this might be for you, real quick. On expenses, I guess the other line item, obviously a pretty big increase over the third quarter and I know part of that from the debt extinguishment. But is there anything else in there that's sort of one-time-ish or what's kind of a good number going forward?

Yes, the big one of course was the debt extinguishment, it was $3.5 million. We had some all – some – nothing in their material, John. We had some impairment – some intangible impairment related to some insurance business that was relatively small. We had an additional unfunded commitment provision that goes into that line item. And I would probably say a total of $1.5 million of additional unusual items that would be considered one-timers. John Rodis – Howe Barnes: Okay.

In addition to the $3.5 million from the extinguishment of debt. John Rodis – Howe Barnes: Okay. So maybe a better run rates around the $6 million, $6.5 million?

Yes, what we saw in the third quarter.

Third quarter would be really comparable, John. John Rodis – Howe Barnes: Okay. Thanks, guys.

Great. Thanks.

And there appear to be no further questions in queue at this time.

Great. I guess in my closing remarks, just – despite Jon Arfstrom, I wish you all cheer for the Colts this Sunday and Go Colts. So thank you very much. As always, if you have follow-up questions, give Lynell a call. Have a great day.

This concludes Old National's call. Once again, a replay along with the presentation slides will be available for 12 months on the Investor Relations page of Old National's website at www.oldnational.com. A replay of the call will also be available by dialing 1-800-642-1687, conference ID code 48365442. This replay will be available through February 1st [ph]. If anyone has additional questions, please contact Lynell Walton at 812-464-1366. Thank you for your participation in today's conference call.