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

Oct 15, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OLD NATIONAL BANCORP /IN/ (ONB)
CIK: 0000707179
Period of Report: 2012-09-18

Reporting Person: LAMBERT PHELPS L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-18	COMMON STOCK	J	30.909	$14.1516	Acquired	19739.041	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-18	PHANTOM STOCK	$14.07	J	49.981	Acquired		COMMON STOCK (49.981)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
COMMON STOCK	124429.322	Direct
COMMON STOCK	11764.652	Indirect
COMMON STOCK	1000	Indirect
COMMON STOCK	18500	Direct
COMMON STOCK	1000	Indirect

Footnotes

F1: PETER C LAMBERT IRREV TRUST, PHELPS L LAMBERT TRUSTEE

F2: HELD IN IRA WITH BROKER

F3: 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.

F4: The reporting person is a director of the corporation which owns the reported securities. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

F5: Each share of phantom stock represents the right to receive one share of ONB common stock or the cash value thereof.