Filed by Old National Bancorp
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Monroe Bancorp
SEC Registration Statement No.: 333-170151
On December 3, 2010, Old National Bancorp filed
a Current Report on Form 8-K with the Securities and Exchange Commission
that included materials it intends to use in one or more meetings with investors. The following slide is an
excerpt from these materials and relates to Old National’s pending acquisition of Monroe Bancorp.
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Additional Information for Shareholders
In connection with the proposed merger, Old National Bancorp has filed with the Securities and Exchange
Commission a Registration Statement on Form S-4 that includes a Proxy Statement of Monroe Bancorp and
a Prospectus of Old National, as well as other relevant documents concerning the proposed transaction. Old
National and Monroe have mailed the definitive Proxy Statement/Prospectus to shareholders of Monroe
(which mailings were first made on or about November 15, 2010). Shareholders are urged to read the
Registration Statement and the Proxy Statement/Prospectus regarding the merger 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 Monroe, may be obtained at the SEC’s Internet
site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, from Old
National at www.oldnational.com under the tab “Investor Relations” and then under the heading “Financial
Information” or from Monroe by accessing Monroe’s website at www.monroebank.com under the tab
“Shareholder Relations” and then under the heading “Financial Reports.”
Old National and Monroe and certain of their directors and executive officers may be deemed to
be participants in the solicitation of proxies from the shareholders of Monroe 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 2010 annual meeting of shareholders, as filed with
the SEC on a Schedule 14A on March 19, 2010. Information about the directors and executive officers
of Monroe is set forth in the proxy statement for Monroe’s 2010 annual meeting of shareholders, as
filed with the SEC on a Schedule 14A on March 29, 2010. 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. Free copies of this document may be obtained as described in the preceding
paragraph.
Forward-Looking Statements
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’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 the proposed merger. 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; market,
economic, operational, liquidity, credit and interest rate risks associated with Old National’s
business, 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 to execute its business plan (including the proposed acquisition of Monroe Bancorp),
changes in the economy which could materially impact credit quality trends and the ability to
generate loans and gather deposits, failure or circumvention of Old National’s 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 the Company’s Annual Report on Form 10-K and other periodic filings with the
Securities and Exchange Commission. These forward-looking statements are made only as of the date
of this presentation, and Old National undertakes no obligation to release revisions to these
forward-looking statements to reflect events or conditions after the date of this presentation.