Sec Form 4 Filing - RISINGER JAMES A @ OLD NATIONAL BANCORP /IN/ - 2004-02-26

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person RISINGER JAMES A 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) CHAIRMAN AND CEO (Last) (First) (Middle) 411 SANDALWOOD DR 3. Date of Earliest Transaction (MM/DD/YY) 02/26/2004 (Street) EVANSVILLE, IN47715 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price COMMON STOCK 02/26/2004 A 29,000 A $ 0 57,231.566 D COMMON STOCK 23,598.676 I ONB EMPLOYEE SAVINGS AND PROFIT SHARING PLAN COMMON STOCK 719.25 D ( 1 ) COMMON STOCK 551.25 D ( 1 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares EMPLOYEE STOCK OPTION $ 22.7967 02/01/2002( 2 ) 06/27/2011 COMMON STOCK 184,640 184,640 D EMPLOYEE STOCK OPTION $ 22.7967 06/27/2001( 3 ) 06/27/2011 COMMON STOCK 50,752 50,752 D EMPLOYEE STOCK OPTION $ 21.6145 01/22/2003( 4 ) 01/22/2012 COMMON STOCK 219,398 219,398 D EMPLOYEE STOCK OPTION $ 21.7143 01/31/2004( 5 ) 01/31/2013 COMMON STOCK 119,536 119,536 D EMPLOYEE STOCK OPTION $ 21.45 12/31/2004( 6 ) 02/02/2014 COMMON STOCK 29,000 29,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RISINGER JAMES A 411 SANDALWOOD DR EVANSVILLE, IN47715 CHAIRMAN AND CEO Signatures JEFFREY L KNIGHT, SENIOR VICE PRESIDENT & GENERAL COUNSEL, AS ATTORNEY-IN-FACT 03/01/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Held with a broker. ( 2 )Vests in 4 equal annual installments beginning on 2/1/2002. Subject to accelerated vesting in certain circumstances. ( 3 )Immediately exercisable. ( 4 )Vests in 4 equal annual installments beginning on 1/22/2003. Subject to accelerated vesting in certain circumstances. ( 5 )Vests in 4 equal annual installments beginning on 1/31/2004. Subject to accelerated vesting in certain circumstances. ( 6 )Vests 100% on December 31, 2004.

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).

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