Old National Bancorp (ONB) S-3ASR Automatic shelf registration

Exhibit 107

Calculation of Filing Fee Tables

Form S-3

(Form Type)

Old National Bancorp

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward

Newly Registered Securities

Debt

Debt Securities

Rule 456(b) and Rule 457(r) (1)

(1)

(1)

(1)

(1)

(1)

Equity

Preferred Stock

Rule 456(b) and Rule 457(r) (1)

(1)

(1)

(1)

(1)

(1)

Equity

Depositary Shares (2)

Rule 456(b) and Rule 457(r) (1)

(1)

(1)

(1)

(1)

(1)

Equity

Common Stock

Rule 456(b) and Rule 457(r) (1)

(1)

(1)

(1)

(1)

(1)

Fees to be Paid

Other

Warrants (3)

Rule 456(b) and Rule 457(r) (1)

(1)

(1)

(1)

(1)

(1)

Other

Purchase Contracts (4)

Rule 456(b) and Rule 457(r) (1)

(1)

(1)

(1)

(1)

(1)

Other

Units (5)

Rule 456(b) and Rule 457(r) (1)

(1)

(1)

(1)

(1)

(1)

Fees Previously Paid

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Carry Forward Securities

Carry Forward Securities

Unallocated (Universal Shelf)

Unallocated (Universal Shelf)

Rule 457(p)

268,000,000

268,000,000

S-3ASR

333-238986

June 5, 2020

$40,426

Total Offering Amounts

N/A

N/A

Total Fees Previously Paid

N/A

Total Fee Offsets

N/A

Net Fee Due

N/A

(1) An indeterminate aggregate initial offering price or principal amount or number of the securities of each identified class is being registered as may from time to time be sold at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units. No separate consideration will be received for securities issued pursuant to anti-dilution provisions. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, Old National Bancorp (“Old National) is deferring payment of all of the registration fee.

(2) In the event that Old National elects to offer to the public fractional interests in shares of Preferred Stock registered hereunder, Depositary Shares, evidenced by depositary receipts issued pursuant to a deposit agreement, will be distributed to those persons purchasing such fractional interests, and the shares of Preferred Stock will be issued to the depositary under such agreement.

(3) An indeterminate number of Warrants representing rights to receive an amount of cash or number of securities that will be determined and as may be sold, from time to time is being registered hereunder. Includes Warrants which may be purchased by underwriters to cover over-allotments, if any.

(4) The Purchase Contracts may require the holder thereof to purchase or sell Debt Securities, Preferred Stock, Depositary Shares or Common Stock of Old National.

(5) Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. Each unit will be issued under a unit agreement.

(6) Pursuant to 457(p) under the Securities Act, Old National is carrying over $40,426 in previously paid fees, representing the unutilized portion of the $88,690 of the filing fee paid with respect to unsold securities initially registered by Old National pursuant to Registration Statement No. 333-118374 initially filed on August 19, 2004 (as carried forward pursuant to Registration Statement No. 333-151499 filed on June 6, 2008, Registration No. 333-174740 filed on June 6, 2011, Registration No. 333- 218540 filed on June 6, 2017 and Registration Statement No. 333-238986 filed on June 6, 2020). In accordance with Rule 457(p), such unutilized filing fee may be applied to the filing fee payable pursuant to this Registration Statement.