OLD NATIONAL BANCORP /IN/ — Director's Dealing 2012

Jan 30, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OLD NATIONAL BANCORP /IN/ (ONB)
CIK: 0000707179
Period of Report: 2012-01-26

Reporting Person: Murphy Barbara A (SEVP - CHIEF BANKING OFFICER)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-26	COMMON STOCK	A	4500	$12.00	Acquired	44435.75	Direct
2012-01-26	COMMON STOCK	A	9000	$12.00	Acquired	53435.75	Direct
2012-01-26	COMMON STOCK	A	4500	$12.00	Acquired	57935.75	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
COMMON STOCK	905	Direct
COMMON STOCK	2380.969	Indirect
COMMON STOCK	13312.118	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
EMPLOYEE STOCK OPTION	$21.65	2016-02-24	COMMON STOCK (9100)	9100	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: Option vests in one-third annual installments beginning on 1/29/2010.

F2: Option vests in one-third annual installments beginning on 1/25/2008.

F3: KSOP balance updated based upon current data.

F4: Shares held with a broker.

F5: Option vests in one-third annual installments beginning on 1/24/2009.

F6: Immediately exercisable.

F7: Vesting of performance based restricted stock net of applicable withholding taxes.