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OLD NATIONAL BANCORP /IN/ Director's Dealing 2011

Oct 3, 2011

30693_dirs_2011-10-03_cc81e5d9-1707-4ffc-89b2-a9d39aab238e.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: 2011-09-30

Reporting Person: JONES ROBERT G (Director, PRESIDENT AND CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-09-15 COMMON STOCK J 121.505 $9.9612 Acquired 17412.103 Direct
2011-09-15 COMMON STOCK J 14.261 $9.9612 Acquired 2043.676 Direct
2011-09-30 COMMON STOCK L 338.83 $8.854 Acquired 2382.506 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-09-30 PHANTOM STOCK $9.32 P 268.24 Acquired COMMON STOCK (268.24) Direct

Holdings (Non-Derivative)

Security Shares Ownership
COMMON STOCK 64406 Direct
COMMON STOCK 105793.5 Direct
COMMON STOCK 2879.529 Indirect
COMMON STOCK 10500 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
EMPLOYEE STOCK OPTION $23.99 2014-09-07 COMMON STOCK (26250) 26250 Direct
EMPLOYEE STOCK OPTION $21.65 2016-02-24 COMMON STOCK (45900) 45900 Direct
EMPLOYEE STOCK OPTION $18.43 2017-01-25 COMMON STOCK (59100) 59100 Direct
EMPLOYEE STOCK OPTION $15.29 2018-01-24 COMMON STOCK (70000) 70000 Direct
EMPLOYEE STOCK OPTION $13.31 2019-01-29 COMMON STOCK (49000) 49000 Direct

Footnotes

F1: Immediately exercisable.

F2: Shares held with a broker.

F3: Option vests in one-third annual installments beginning on 1/29/2010.

F4: Option vests in one-third annual installments beginning on 1/25/2008.

F5: KSOP balance updated based upon current data.

F6: Shares held in Oltrust FBO Robert and Lisa Jones.

F7: Option vests in one-third annual installments beginning on 1/24/2009.

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.

F10: Each share of phantom stock represents the right to receive one share of ONB common stock or the cash value thereof.