SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Wolking Christopher A

(Last)

(First)

(Middle)

ONE MAIN ST

(Street)

EVANSVILLE

47708

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
OLD NATIONAL BANCORP /IN/ [ ONB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SEVP - CFO

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK								31,001	D
COMMON STOCK	09/15/2010		J	V	1.426	A	$10.1987	209.178	D⁽¹⁾
COMMON STOCK								6,864.384	I⁽³⁾	ONB KSOP
COMMON STOCK								2,733.917	D⁽²⁾
COMMON STOCK	09/15/2010		J	V	66.836	A	$10.1987	9,804.523	D
COMMON STOCK								535	I	GAIL S WOLKING - SPOUSE

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
EMPLOYEE STOCK OPTION	$21.7							06/27/2001⁽⁷⁾	06/27/2011	COMMON STOCK	5,425		5,425	D
EMPLOYEE STOCK OPTION	$21.7							02/01/2002⁽⁷⁾	06/27/2011	COMMON STOCK	17,504		17,504	D
EMPLOYEE STOCK OPTION	$20.59							01/22/2003⁽⁷⁾	01/22/2012	COMMON STOCK	19,796		19,796	D
EMPLOYEE STOCK OPTION	$20.68							01/31/2004⁽⁷⁾	01/31/2013	COMMON STOCK	27,563		27,563	D
EMPLOYEE STOCK OPTION	$20.43							12/31/2004⁽⁷⁾	02/02/2014	COMMON STOCK	2,100		2,100	D
EMPLOYEE STOCK OPTION	$21.65							02/01/2007⁽⁷⁾	02/24/2016	COMMON STOCK	15,500		15,500	D
EMPLOYEE STOCK OPTION	$18.43							01/25/2008⁽⁵⁾	01/25/2017	COMMON STOCK	19,600		19,600	D
EMPLOYEE STOCK OPTION	$15.29							02/01/2009⁽⁶⁾	01/24/2018	COMMON STOCK	25,000		25,000	D
EMPLOYEE STOCK OPTION	$13.31							02/01/2010⁽⁴⁾	01/29/2019	COMMON STOCK	15,000		15,000	D
PHANTOM STOCK	$10.26	09/15/2010		J	V	23.591		⁽⁸⁾	⁽⁸⁾	COMMON STOCK	23.591	$10.26	3,481.389	D
PHANTOM STOCK	$10.37	10/01/2010		P		28.653		⁽⁸⁾	⁽⁸⁾	COMMON STOCK	28.653	$10.37	3,538.503	D

Explanation of Responses:

1. Registered as joint tenants - Christopher & Gail Wolking

2. Shares held with a broker.

3. KSOP balance updated based upon current data.

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

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

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

7. Immediately exercisable.

8. 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.

Remarks:

	JEFFREY L KNIGHT, EXECUTIVE VP AND CHIEF LEGAL COUNSEL, AS ATTORNEY-IN-FACT	10/04/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.