Exhibit 3.2

ARTICLES OF AMENDMENT TO THE

ARTICLES OF INCORPORATION

OF

OLD NATIONAL BANCORP

Old National Bancorp (hereinafter referred to as the “Corporation”), duly existing under the Indiana Business Corporation Law, as amended (the “Act”), desiring to give notice of corporate action effectuating the amendment of its Articles of Incorporation (the “Amendment”), sets forth the following:

FIRST

NAME AND ADDRESS

The name of the Corporation is Old National Bancorp with the address of One Main Street, Evansville, IN 47708.

SECOND

AMENDMENT

The Fifth Amended and Restated Articles of Incorporation of Old National Bancorp, as amended (the “Articles of Incorporation”) shall be amended as follows:

1.          Section 1 of Article IV of the Articles of Incorporation shall be amended and restated in its entirety to state:

The total number of shares of capital stock which the Corporation has authority to issue is 602,000,000 shares, all of which shall be divided into two classes of shares to be designated “Common Stock” and “Preferred Stock,” respectively, as follows:

600,000,000 shares of Common Stock, without par value; and

2,000,000 shares of Preferred Stock, without par value.

THIRD

DATE AND MANNER OF ADOPTION AND VOTE

The shareholders of the Corporation entitled to vote in respect to the Amendment adopted the proposed Amendment on September 15, 2021.  The shareholders approved the Amendment by a vote of such shareholders during a meeting called by the Board of Directors.

The designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the Amendment, the number of votes of each voting group represented at the meeting of shareholders, and the number of shares voted in favor or against or having abstained as to the Amendment are set forth below:

Number of outstanding shares: 165,720,179

Shares entitled to vote (total): 165,720,179

Number of shares represented at the meeting: 127,987,890

Shares voted in favor: 125,306,326

Shares voted against: 2,128,212

Shares abstained: 553,352

The manner of the adoption of the Articles of Amendment and the vote by which they were adopted constitute full legal compliance with the provisions of the Act, the Articles of Incorporation, and the Bylaws of the Corporation.

In witness whereof, the undersigned hereby verifies, subject to penalties of perjury, that the statements contained herein are true this 10^th day of February, 2022.

OLD NATIONAL BANCORP
By:	/s/ Jeffrey L. Knight
Title:	Executive Vice President and Chief Legal Officer
Name:	Jeffrey L. Knight