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

Feb 16, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OLD NATIONAL BANCORP /IN/ (ONB)
CIK: 0000707179
Period of Report: 2011-12-15

Reporting Person: STANLEY KELLY N (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-15	PHANTOM STOCK	$11.48	J	187.815	Acquired		COMMON STOCK (187.815)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
COMMON STOCK	2500	Direct
COMMON STOCK	35031.666	Direct
COMMON STOCK	2078	Direct
COMMON STOCK	252	Indirect

Footnotes

F1: Held with a broker in an IRA.

F2: Each share of phantom stock represents the right to receive one share of ONB common stock or the cash value thereof.

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: Shares include most recent quarterly dividend reinvestment shares.

F5: Held with a broker.