Restricted Stock Award Plan

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 the Executive Compensation Committee of the Corporation (the "Committee"). 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, the terms and conditions under which key employees may participate or continue participating 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 common stock of the Corporation outstanding at the beginning of such year, 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 persons 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.


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, which employee so selected hereinafter is sometimes referred to as "Participant."


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6. ACTION REQUIRED OF PARTICIPANTS.


(a) Within 30 days from the date of such written notice of the
Participant's initial allocation under the Plan, the Participant shall
notify the Committee, in writing, of acceptance of the allocation and
the terms thereof, applicable to the initial allocation and to all
subsequent allocations accepted under the Plan, which notice shall be
deemed delivered for all purposes by this Plan when personally
delivered or mailed to Chief Financial Officer, 1st Source
Corporation, P.O. Box 1602, South Bend, Indiana 46634 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.


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 shall issue and retain in safekeeping such allocation.
Upon issue Participant shall be a shareholder with respect to all of
the shares represented by such certificate or certificates and shall
have all rights of a shareholder with respect to all such shares,
including the right to vote such shares and receive all dividends and
other distributions, subject to termination upon the occurrence of an
Act of Forfeiture as set forth in this Plan. The certificates for such
shares may be either imprinted or stamped with a legend to the effect
that the shares represented thereby may not be sold, exchanged,
transferred, pledged, hypothecated, assigned, conveyed, or otherwise
voluntarily or involuntarily disposed of except in accordance with
this Plan (any such disposition being automatically an Act of
Forfeiture) by the holder thereof until such time as the restrictions
provided for herein lapse.


(b) If new or additional or different shares or securities are
distributed with respect to shares of common stock of the Corporation
as the result of a stock split, stock dividend, combination of shares
or other change involving 1st Source securities, or exchange for other
securities, or re ...