UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

~~Pursuant~~TO toSECTION ~~Section~~ 13 orOR 15(dD) ofOF ~~the Securities Exchange Act of 1934~~THE

Date of report (Date of earliest event reported) October 5, 2010
Monroe Bancorp
(Exact Name of Registrant as Specified in Its Charter)
Indiana	000-31951	35-1594017
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
210 East Kirkwood Avenue Bloomington, Indiana		47408
(Address of Principal Executive Offices)		(Zip Code)
(812) 336-0201
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)

SECURITIES EXCHANGE ACT OF 1934

~~Check~~Date ~~the~~of ~~appropriate~~report ~~box~~(Date ~~below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation~~ of ~~the~~earliest ~~registrant~~event ~~under~~reported) ~~any~~October of28, ~~the following provisions:~~ 2010

xMONROE Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))BANCORP

~~Item~~(Exact ~~1.01 Entry~~Name ~~into~~of aRegistrant ~~Material~~as ~~Definitive~~Specified ~~Agreement~~in Its Charter)

On October 5, 2010, Monroe Bancorp (the “Registrant”) and Old National Bancorp (“Old National”) jointly announced the signing of a definitive agreement (the “Agreement”) pursuant to which the Registrant will be merged with and into Old National (the “Merger”). At a time to be determined at or following the Merger, Monroe Bank, an Indiana commercial bank and wholly-owned subsidiary of Monroe, will merge with and into Old National Bank, a national banking association and wholly-owned subsidiary of Old National.INDIANA

~~The Agreement provides that upon the effective date of the Merger~~ (~~the~~State ~~“Effective~~or ~~Time”)~~Other ~~each~~Jurisdiction ~~share~~ of ~~common stock of Registrant will be exchanged for 1.275 shares of common stock of Old National (the “Exchange Ratio”~~Incorporation). Notwithstanding the foregoing, if the average of the per-share closing prices of a share of Old National common stock during the ten trading days preceding the fifth calendar day preceding the Effective Time of the Merger (the “Average ONB Closing Price”) exceeds $10.98, Old National shares with a value of $14.00 at the closing will be paid for each Monroe share in the Merger.

In addition, if the shareholders’ equity of Registrant as of the end of the month prior to the Effective Time (after certain adjustments prescribed by the Agreement) is less than $55.64 million, the Exchange Ratio (calculated after any adjustment above) will be decreased to a quotient determined by dividing the Adjusted Purchase Price (defined below) by the total number of shares of Registrant common stock outstanding at the Effective Time and further dividing that by the Average ONB Closing Price. The “Adjusted Purchase Price” is the Purchase Price (defined below) less the difference between $55.64 million and the Registrant’s consolidated shareholders’ equity as of the end of the month prior to the Effective Time, multiplied by 150%. The “Purchase Price” is the Exchange Ratio in effect at the time of adjustment multiplied by the Average ONB Closing Price multiplied by the total number of shares of Monroe common stock outstanding at the Effective Time.

000-31951	35-1594017
(Commission File Number)	(IRS Employer Identification No.)

The Agreement also provides that if the aggregate delinquent loans (as defined in the Agreement) of Registrant as of the 10th day preceding the closing date are $59.72 million or greater, the Exchange Ratio will be decreased based on a sliding scale agreed to by the parties, with the maximum adjustment being a 16.14% decrease to the Exchange Ratio. Such adjustment is to be made following any other adjustments provided above.

Bloomington, IN	47408
(Address of Principal Executive Offices)	(Zip Code)

The Registrant will have the right to terminate the Agreement if the average closing price of Old National common stock during a period of ten consecutive days following receipt of all required regulatory approvals (~~disregarding any waiting period~~812) ~~is less than $8.38 and Old National common stock underperforms the Nasdaq Bank Index by twenty percent, unless Old National were to elect to make a compensating adjustment to the Exchange Ratio.~~336-0201

~~Old National will have the right to terminate the Agreement if as of the tenth day prior to the closing date, Monroe~~(Registrant’s ~~delinquent~~Telephone ~~loans~~Number, ~~exceed~~Including ~~$79.72~~Area ~~million or if Monroe’s consolidated shareholders’ equity (as defined in the Agreement~~Code) ~~is less than $50.64 million as of the end of the month prior to the closing.~~

At(Former ~~the~~Name ~~Effective~~or ~~Time~~Former ~~of the Merger~~Address, ~~each~~if ~~option~~Changed toSince ~~purchase~~Last Registrant common stock will fully vest and be converted into the right to receive options for a number of shares of Old National common stock equal to 1.275 times the number of shares of Registrant common stock subject to such options, for the same aggregate option price in effect for the Registrant stock options immediately prior to the effective date of the Merger.Report)

ACheck ~~copy~~the ofappropriate box below if the ~~Agreement~~Form 8-K filing is ~~attached~~intended ~~hereto~~to assimultaneously ~~Exhibit~~satisfy ~~2.1~~the ~~and~~filing ~~incorporated~~obligation byof ~~reference~~the ~~herein~~registrant under any of the following provisions (see General Instruction A.2. below):

~~Based~~þ Written oncommunications ~~the~~pursuant ~~closing~~to ~~price~~Rule of425 ~~Registrant~~under ~~common~~the ~~stock~~Securities onAct ~~October 5, 2010~~ (~~$10.47),~~17 ~~the~~CFR ~~transaction has an aggregate value of approximately $83~~230.~~5 million.~~425)

~~Mark~~þ Soliciting D.material ~~Bradford~~pursuant ~~will~~to ~~enter~~Rule ~~into~~14a-12 aunder ~~Severance and Control Agreement with Old National which shall become effective at~~ the ~~closing~~Exchange ofAct ~~the~~(17 ~~Merger~~CFR 240.14a-12)

~~Concurrently~~o ~~with~~Pre-commencement ~~the~~communications ~~execution~~pursuant ofto ~~the~~Rule ~~Agreement,~~14d-2(b) ~~each of Registrant’s directors entered into a voting agreement with Old National~~ under ~~which~~ the ~~directors~~Exchange ~~have~~Act ~~agreed~~(17 toCFR ~~vote their shares of Registrant common stock in favor of the Agreement and the Merger at the special meeting of Registrant’s shareholders at which these matters are to be considered~~240. Under the voting agreement, the directors have agreed not to transfer any shares of Registrant’s common stock they currently hold in an effort to avoid this agreement. A copy of the voting agreement is attached hereto as Exhibit 10.1 and incorporated by reference herein.14d-2(b))

~~Subject~~o toPre-commencement ~~certain~~communications ~~terms~~pursuant and conditions, the board of directors of Registrant will recommend the approval and adoption of the Agreement and the Merger contemplated thereby, and will solicit proxies voting in favor of the Agreement from Monroe’s shareholders. Registrant has agreed to ~~pay~~Rule ~~Old National a termination fee of $3.0 million upon termination of the Agreement because~~ 13e-4(1c) ~~the~~under ~~Registrant enters into or announces its intent to enter into a competing acquisition proposal, (2)~~ the ~~Registrant~~Exchange ~~fails~~Act ~~to recommend the Merger to its shareholders, or~~ (3)17 ~~(a)~~CFR ~~the Registrant’s shareholders fail to approve the Merger, or~~ 240.13e-4(bc) ~~a quorum is not convened for the shareholder meeting and, in the case of (a~~) ~~or (b), within 12 months after termination, Registrant closes a competing acquisition.~~

~~The~~Item ~~Merger will be accounted for as a purchase and is expected to close by the end of this year or early in the first quarter of 2011~~2. ~~The Agreement has been approved by the boards of directors of Registrant and Old National~~02. ~~However,~~ Results ~~the closing~~ of ~~the~~Operations ~~Merger is subject to other conditions, including the approval of the Merger by the shareholders of Registrant, the receipt of regulatory approvals,~~ and ~~the~~Financial ~~effectiveness of a registration statement to be filed by Old National with the Securities and Exchange Commission with respect to the common stock of Old National to be issued in the Merger~~Condition.

~~Cautionary~~On ~~Statement~~October 28, 2010, Monroe Bancorp issued a press release setting forth third quarter 2010 and year-to-date 2010 earnings and a financial summary containing quarterly financial data. A copy of the press release is furnished herewith as Exhibit 99.1 for reporting under Item 2.02.

The ~~representations,~~information ~~warranties and covenants contained~~ in ~~the~~this ~~Agreement~~Current ~~were~~Report ~~made~~on ~~only~~Form ~~for purposes of such Agreement and as of specific dates~~8-K, ~~were~~including ~~solely for~~ the ~~benefit of the parties to the Agreement~~exhibit, ~~and~~is ~~are~~furnished ~~subject~~pursuant to ~~limitations~~Item ~~agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Agreement~~2. ~~The~~02 ~~representations~~ and ~~warranties~~shall ~~may~~not ~~have~~be ~~been~~deemed ~~made~~“filed” for the purposes of ~~allocating~~Section ~~contractual~~18 ~~risk~~of ~~between~~ the ~~parties~~Securities toExchange ~~the~~Act ~~Agreement instead~~ of ~~establishing~~1934 ~~these~~or ~~matters~~otherwise ~~as facts, and may be~~ subject to ~~standards of materiality applicable to~~ the ~~contracting~~liabilities ~~parties~~under that ~~differ from those applicable to investors~~Section. ~~Investors~~Furthermore, ~~are not third-party beneficiaries under~~ the ~~Agreement~~information ~~and~~in ~~should~~this ~~not~~Current ~~rely~~Report on ~~the~~Form ~~representations~~8-K, ~~warranties~~including ~~and covenants or any descriptions thereof as characterizations of~~ the ~~actual state of facts or condition of Registrant~~exhibit, orshall ~~any~~not ofbe ~~its~~deemed ~~subsidiaries~~to orbe ~~affiliates. Moreover,~~incorporated ~~information~~by ~~concerning~~reference ~~the~~into ~~subject~~any ~~matter~~filing of ~~the~~Monroe ~~representations~~Bancorp ~~and~~under ~~warranties may change after~~ the ~~date~~Securities Act of ~~the Agreement, which subsequent information may or may not be fully reflected in Registrant’s or Old National’s respective public disclosures~~1933.

~~Pursuant~~Use toof ~~General Instruction F to Form 8~~Non-K,GAAP aFinancial ~~press~~Information ~~release~~in ~~issued~~Press ~~jointly by Registrant and Old National is attached hereto as Exhibit 99.1.~~Release

~~Item~~Management ~~9.01. Financial~~has ~~Statements~~used ~~and~~the ~~Exhibits~~following non-GAAP financial measures in the press release furnished herewith as Exhibit 99.1:

Net Interest Margin and Net Interest Income on a Tax-Equivalent Basis. The net interest margin is reported on a tax equivalent basis. The tax equivalent adjustment to net interest income recognizes the income tax savings when comparing taxable and tax-exempt assets and assumes a marginal income tax rate of 34 percent. Management believes that it is a standard practice in the banking industry to present net interest margin and net interest income on a fully tax equivalent basis. Therefore, management believes these measures provide useful information to investors by allowing them to make peer comparisons. A table entitled “Reconciliation of GAAP Net Interest Margin to Non-GAAP Net Interest Margin on a Tax-Equivalent Basis,” included at the end of the attached financial summary, reconciles net interest income (tax-equivalent) with net interest income calculated and presented in accordance with GAAP. The table also reconciles net interest margin (tax-equivalent) with net interest margin calculated and presented in accordance with GAAP.

Noninterest Income and Expense Without The Financial Impact Of The Deferred Compensation Plan. Noninterest income and noninterest expense are reported without the effect of income and expenses related to securities held in a rabbi trust for the deferred compensation plan. A table is included at the end of the financial summary which details all the items included in noninterest income and expense associated with the deferred compensation plan / rabbi trust and reconciles the GAAP numbers to the non-GAAP numbers. The activity in the rabbi trust has no effect on the Company’s net income, therefore, management believes a more accurate comparison of current and prior year noninterest income and noninterest expense can be made if items related to the rabbi trust are removed.

Item 8.01 Other Events

On October 28, 2010, Monroe Bancorp issued a press release disclosing certain information relevant to the previously announced pending merger with Old National Bancorp. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

	Exhibit No.		Description
	2.1		Agreement and Plan of Merger among Monroe Bancorp and Old National Bancorp dated October 5, 2010
	10.1		Voting Agreement dated October 5, 2010
	99.1		Joint Press Release dated October 5, 2010

99.1 Press Release issued by Monroe Bancorp, October 28, 2010

~~SIGNATURES~~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 ~~hereto~~hereunto duly authorized.

Date: October 6, 2010	MONROE BANCORP
	By:	/s/ Mark D. Bradford
		Mark D. Bradford, President and CEO

DATE: October 28, 2010

MONROE BANCORP

/s/ Gordon M. Dyott

Gordon M. Dyott

Executive Vice President,

Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
2.1		Agreement and Plan of Merger among Monroe Bancorp and Old National Bancorp dated October 5, 2010
10.1		Voting Agreement dated October 5, 2010
99.1		Joint Press Release dated October 5, 2010

Exhibit No. Exhibit Title

99.1 Press Release issued by Monroe Bancorp, October 28, 2010

Filing Compare · MONROE BANCORP