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

Apr 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OLD NATIONAL BANCORP /IN/ (ONB)
CIK: 0000707179
Period of Report: 2012-03-30

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-30	PHANTOM STOCK	$13.14	P	190.259	Acquired		COMMON STOCK (190.259)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
COMMON STOCK	64807	Direct
COMMON STOCK	160793.5	Direct
COMMON STOCK	17638.41	Direct
COMMON STOCK	2913.515	Indirect
COMMON STOCK	10500	Direct
COMMON STOCK	2686.414	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.