1982 Restricted Stock Award Plan

Amended as of 2/19/97


1ST SOURCE CORPORATION
1982 RESTRICTED STOCK AWARD PLAN


1. PURPOSE. This Restricted Stock Award Plan (the "Plan') is intended to promote the interest of 1st Source Corporation, an Indiana Corporation (the "Corporation') and its shareholders by providing an incentive to induce continued future employment and performance of certain key exempt or non-exempt employees of the Corporation and certain key employees of one or more Subsidiaries of Corporation. For the purposes of this Plan, the term "Subsidiary' shall mean a corporation or corporations of which the Corporation owns, directly or indirectly, a majority of the outstanding voting stock.


2. ADOPTION AND ADMINISTRATION OF THE PLAN. The Plan shall become effective as of May 1, 1982. The Plan shall be administered by either the Executive Committee of the Corporation or a Special Committee appointed by the Executive Committee of the Corporation to administer the Plan (the "Committee'). As used herein, the term "Committee' shall refer to the Executive Committee of the Corporation if no Special Committee if no Special Committee for the administration of the Plan then exists or is then designated. The Committee shall interpret, implement, and administer the Plan to the extent and the manner contemplated herein it shall exercise the discretion granted to it as to the determination of who shall participate in the Plan, how many shares shall be allocated to each participant, and the time when such shares shall be allocated and issued to each participant. Any action taken by the Committee with respect to the implementation, interpretation or administration of the Plan shall be final, conclusive and binding on the Corporation and each participant.


3. STOCK SUBJECT TO PLAN. The Committee may allocate to the Restricted Stock Award Plan not more than 1% in any one year of the outstanding $1.00 par value common stock of the Corporation annually, which common stock is herein sometimes referred to as "shares.' The distribution of shares pursuant to this Plan may be made either from authorized and unissued shares or from Treasury shares as determined by the Committee. All shares issued in accordance with the Plan shall be fully paid and non-assessable shares and free from preemptive rights.


4. ELIGIBILITY. The Committee shall designate from time to time key exempt and non-exempt employees of the Corporation or a Subsidiary (including officers) engaged in activities which further the objectives of the Corporation, who shall be eligible to receive an allocation or allocations of shares under the Plan as recommended by the Chief Executive Officer, and the number of shares of stock of the Corporation to be allocated to each. In selecting those person to whom allocations of shares hereunder shall be made at any time, and in determining the number of shares to be allocated, the Committee shall consider with respect to those employees the position and responsibility of such persons, the value of their future services to the Corporation, the compensation otherwise received by persons and other factors as the Committee deems pertinent.


2


Exhibit 10(f)


5. FORM OF ALLOCATION. At the time of making any allocation by the Committee, the Committee shall advise the employee selected to participate in a stock award under this Plan as to such allocation by written notice in the form of Exhibit A annexed hereto, which employee so selected hereinafter is sometimes referred to as "Participant.'


6. ACTION REQUIRED OF PARTICIPANTS.


(a) Within 30 days from the date of such written notice of allocation, the Participant shall notify the Committee, in writing, of acceptance of allocation, and the terms thereof, which notice shall be deemed delivered for all purposes by this Plan when personally delivered to the Chairman of the Committee or Chief Executive Officer or mailed to such Committee in care of Chief Executive Officer addressed to the Corporation by postpaid certified United States mail.


(b) The Corporation may require that, in allocating shares, the Participant agree with, and represent to, the Corporation that Participant is acquiring such shares for the purpose of investment and with no present intention to transfer, sell or otherwise dispose of such shares except such distribution by a legal representative as shall be required by will or the laws of any jurisdiction in winding up the estate of any Participant. Such shares shall be transferable thereafter only if the proposed transfer shall be permissible pursuant to this Plan and if, in the opinion of counsel (who shall be satisfactory to Corporation), such transfer shall at such time be in compliance with applicable securities laws.


(c) Concurrently with a Participant notifying the Corporation of the acceptance of an allocation, Participant shall deliver to the Corporation, in duplicate, an agreement in writing, signed by Participant in form and substance as set forth in Exhibit B hereon annexed, and the Corporation shall forthwith acknowledge its receipts thereof. The date of such delivery and receipt shall be deemed the "date of issuance' of the shares to which the same relate, as that phrase is used in this Plan. The failure to make such acceptance and delivery of such agreement within 30 days from the date of allocation shall terminate the allocation of such shares to the Participant.


7. RESTRICTIONS. By accepting the allocation of shares under this Plan, a Participant agrees and consents to the following additional restrictions:


(a) A certificate or certificates for the shares allocated to a Participant shall be delivered by the Corporation to a Participant on the date at which restrictions set forth in paragraph 7(c) below, shall have lapsed. Until such time as the restrictions lapse, Corporation ...