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OLD NATIONAL BANCORP /IN/ Director's Dealing 2011

Jan 24, 2011

30693_dirs_2011-01-24_db2dbfa2-21ec-4972-ba3c-bc5d9edd2a49.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OLD NATIONAL BANCORP /IN/ (ONB)
CIK: 0000707179
Period of Report: 2011-01-21

Reporting Person: Wolking Christopher A (SEVP - CFO)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-01-21 PHANTOM STOCK $11.51 P 2.581 Acquired COMMON STOCK (2.581) Direct

Holdings (Non-Derivative)

Security Shares Ownership
COMMON STOCK 31001 Direct
COMMON STOCK 210.44 Direct
COMMON STOCK 6952.786 Indirect
COMMON STOCK 2733.917 Direct
COMMON STOCK 9863.673 Direct
COMMON STOCK 53.118 Direct
COMMON STOCK 535 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
EMPLOYEE STOCK OPTION $21.70 2011-06-27 COMMON STOCK (5425) 5425 Direct
EMPLOYEE STOCK OPTION $21.70 2011-06-27 COMMON STOCK (17504) 17504 Direct
EMPLOYEE STOCK OPTION $20.59 2012-01-22 COMMON STOCK (19796) 19796 Direct
EMPLOYEE STOCK OPTION $20.68 2013-01-31 COMMON STOCK (27563) 27563 Direct
EMPLOYEE STOCK OPTION $20.43 2014-02-02 COMMON STOCK (2100) 2100 Direct
EMPLOYEE STOCK OPTION $21.65 2016-02-24 COMMON STOCK (15500) 15500 Direct
EMPLOYEE STOCK OPTION $18.43 2017-01-25 COMMON STOCK (19600) 19600 Direct
EMPLOYEE STOCK OPTION $15.29 2018-01-24 COMMON STOCK (25000) 25000 Direct
EMPLOYEE STOCK OPTION $13.31 2019-01-29 COMMON STOCK (15000) 15000 Direct

Footnotes

F1: Registered as joint tenants - Christopher & Gail Wolking

F2: Shares held with a broker.

F3: KSOP balance updated based upon current data.

F4: Option vests in one-third annual installments beginning on 1/29/2010.

F5: Option vests in one-third annual installments beginning on 1/25/2008.

F6: Option vests in one-third annual installments beginning on 1/24/2009.

F7: Immediately exercisable.

F8: Shares of phantom stock are payable in cash following termination of the reporting person's employment with ONB or reporting person becoming disabled. The reporting person may transfer his phantom stock account into an alternative investment account at any time.

F9: Old National Bancorp Employee Stock Purchase Plan.