Employee Stock Purchase Plan

1ST SOURCE CORPORATION Effective as of 4/17/97
EMPLOYEE STOCK PURCHASE PLAN


1. PURPOSE. This Employee Stock Purchase Plan (the "Plan") of 1st Source Corporation (the "Corporation") is designed to encourage employee purchases of shares of the Corporation's Common Stock by offering to eligible employees the right to purchase such shares. The Plan is intended to apply to the Corporation and to such subsidiaries of the Corporation as the Plan Administrative Committee may from time to time designate (including subsidiaries which become such subsequent to the effective date of the Plan); provided, however, that the Plan shall only apply to such subsidiaries of the Corporation as are defined in Section 425(f) of the Internal Revenue Code of 1986, as amended.


The Corporation intends that the Plan shall qualify as an "Employee Stock Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as amended, and the Plan shall be construed in a manner consistent with the requirements of said Section 423.


2. ADMINISTRATION. The Plan shall be administered by a committee appointed by the Board of Directors of the Corporation (the "Committee"). The Committee shall consist of not less than three (3) members of the Corporation's Board of Directors. The Board of Directors may from time to time remove members from, or add members to, the Committee. Vacancies on the Committee, howsoever caused, shall be filled by the Board of Directors. No member of the Committee shall be eligible to participate in the Plan.


Subject to the express provisions of the Plan and such instructions and limitations as the Board of Directors of the Corporation may establish from time to time, the Committee shall be authorized to develop guidelines regarding the Plan; to publish, amend, and rescind rules and regulations relating to the Plan; to administer and interpret the Plan as may be required from time to time; and to take all other actions and make all other determinations necessary for the administration of the Plan. Decisions of the Committee shall be made by a majority of its members and shall be final, conclusive and binding upon all participants in the Plan. Any decision reduced to writing and signed by a majority of the members of the Committee shall be fully effective as if it had been made at a meeting of the Committee duly held. The Corporation will pay all expenses incurred in the administration of the Plan.


Subject to the approval of the Board of Directors of the Corporation, the Committee shall have the right to suspend, discontinue or cancel the Plan, on either a temporary or permanent basis, as the Committee may from time to time deem appropriate and for such reasons as the Committee in its sole judgment may deem appropriate; provided, however, the Committee may not suspend, discontinue or cancel the Plan during an offering period with respect to purchase rights then outstanding. No provision of the Plan shall be deemed to grant to any employee or his legal representatives or assigns any right to participate in the Plan except as expressly set forth herein or as provided in such interpretations or decisions as the Committee may from time to time issue in accordance with the provisions of the Plan.


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Exhibit 10(d)


No member of the Board of Directors or the Committee shall be liable for any action or determination with respect to the Plan or any option granted under it which does not involve recklessness or willful misconduct.


3. STOCK SUBJECT TO PLAN AND ADJUSTMENT. Shares offered hereunder (hereinafter referred to as "Common Stock") may be authorized but unissued Common Stock of the Corporation or previously issued Common Stock acquired by the Corporation and held in its treasury. Not more than two hundred thousand (200,000) shares of the Common Stock of the Corporation (as said amount may be adjusted in accordance with Paragraph 9 hereof) shall be sold in the aggregate hereunder. Shares not actually purchased under an offering may be offered again in a subsequent offering.


4. OFFERINGS. Purchase rights shall be granted under the Plan in one or more offerings, as the Committee may determine, but the maximum number of shares of Common Stock which shall be subject to purchase rights hereunder during any offering period shall be sixty-five thousand (65,000) shares (as said amount may be adjusted in accordance with Paragraph 9 hereof).


The terms of each offering shall specify the number of shares of Common Stock which may be subject to purchase rights thereunder, and, subject to Paragraph 6, each offering shall bear a uniform relationship to the basic rate of pay of the eligible employees on the effective date of the offering. ("Basic rate of pay" shall mean either the salary of an employee or such employee's hourly, weekly, or other periodic rate of pay on an annualized basis including vacation, holiday and sick pay, but excluding overtime, shift differentials, commissions, bonuses, deferred compensation, and fringe benefits.)


Purchase rights shall be granted solely to eligible employees, and shall expire at the close of the offering period (as hereinafter defined).


No offering of Common Stock under the Plan may be made prior to June 1, 1997. The effective date of an offering shall be the date determined by the Committee and specified in the communication of the offering by the Corporation.


Purchase rights shall be granted to all eligible employees of the Corporation or of a subsidiary of the Corporation whose employees are granted any of such rights in an offering, and (subject to this Paragraph and Paragraph 6 hereof) all employees granted rights shall have the same rights and privileges under the offering; provided, however, that under rules prescribed by the Committee, no employee will be granted a purchase right:


(a) if immediately after the right is granted, the employee owns (as
defined in Sections 423 and 425(d) of the Internal Revenue Code of
1986, as amended) stock, and/or holds outstanding purchase rights
to purchase stock, possessing five percent (5%) or more of the
total combined voting power or value of all classes of stock of
the Corporation or of any subsidiary of the Corporation; or,


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Exhibit 10(d)


(b) the grant of any purchase right permits the employee's rights to
purchase stock under this Plan and under all other employee stock
purchase plans, if any, of the Corporation or its subsidiaries, to
accrue at a rate which exceeds Twenty-Five Thousand Dollars
($25,000.00) of fair market value of such stock (determined at the
time such purchase right is granted) for each calendar year in
which such purchase right is outstanding at any time; or


(c) if at any time the grant of such purchase right is prohibited by
applicable law or will cause the Plan not to qualify under Section
423 of the Internal Revenue Code of 1986, as amended.


5. ELIGIBLE EMPLOYEES. An eligible employee is an employee who, on the effective date of an offering, has been an employee of the Corporation or one of the Corporation's subsidiaries (designated by the Committee on the effective date of such offering as a participating subsidiary) for at least two years preceding the effective date of such offering; whose customary employment is twenty (20) hours or more per week; and whose customary employment is for five (5) months or more in any calendar year.


6. PROVISIONS OF OFFERINGS. The provisions and related conditions of each offering hereunder shall be determined by the Committee, subject to the provisions of the Plan and the following requirements:


(a) The Committee shall fix the purchase price of the shares to be
offered so that such price per share shall equal one hundred
percent (100%) of the fair market value of a share of the
Corporation's Common Stock on the effective date of the offering.
The purchase price so fixed shall be the purchase price per share
to be paid by a participant for all shares purchased by the
participant during the offering period. The "fair market value" of
the Corporation's Common Stock shall be determined by the
Committee under any reasonable valuation method permitted under
the applicable provisions of the Internal Revenue Code of 1986, as
amended, and the Treasury Regulations thereunder.


(b) The "offering period" shall be that period of time fixed by the
Committee, but not to exceed twenty-seven (27) months following
the effective date of the offering.


(c) The "entry period" shall be that period of time commencing not
earlier than ninety (90) days prior to the effective date of the
offering during which appropriate participation and payroll
deduction forms shall be distributed to eligible employees along
with such other documents as may be required, and during which
such eligible employees shall have the right to elect to
participate in the Plan by completing, signing, and returning such
forms to the Committee not later than the close of business on the
last business day prior to the effective date of the offering.
Participation and payroll deduction forms not received by the
Committee prior to the close of business day prior to the
effective date of the offering shall not be accepted for
participation in the offering made by the Corporation.


(d) The "payroll deduction period" shall be that period within which
electing participants shall make, through payroll deductions, the
required payments for the


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Exhibit 10(d)


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