1992 Stock Option Plan

5.6 Amended as of 1/24/94
5.8 Amended as of 2/19/97
5.9 and 5.10 Added as of 2/19/97
2 and 3 Amended as of 4/17/97
5.10 Deleted as of 12/11/97


1992 STOCK OPTION PLAN


Purpose: To assist in securing and retaining key employees.


Stock Subject to the Plan: 1,790,702 shares of unissued Treasury stock, with
1,248,491 shares remaining after options granted through
December 31, 1997.


Administration: Executive Compensation Committee of the Board of
Directors.


Eligibility: Key employees, officers and directors selected by the
Executive Compensation Committee on recommendation of CEO.


Restrictions: A ten-year option awarded at fair market price which may
vest over a specified period. Purchase may accrue for ten
years from vesting date. The shares purchased may not be
sold for a period of three years after exercising the
option to purchase the stock.


OPTIONS:


Determination: Key employees who have direct profit impact and are deemed
to be long-term leadership of company. A percentage of
salary on salary and bonus up to 100% divided by market
stock price on day of award.


2


Exhibit 10(i)


1. PURPOSE AND SCOPE OF PLAN.


The purpose of the Plan is to aid 1st Source Corporation (herein called the "Company") and its subsidiaries in securing and retaining key employees of outstanding ability and to motivate such employees to exert their best efforts on behalf of the Company and its subsidiaries. In addition, the Company expects that it will benefit from the added interest which the respective optionees will have in the welfare of the Company as a result of their ownership or increased ownership of the Company's Common Stock. The options which may be granted under the Plan are incentive stock options and nonstatutory stock options. For purposes of the plan, an "incentive stock option" is an option which meets the requirements of Section 422 of the Internal Revenue Code, and a nonstatutory stock option" is an option which is not an "incentive stock option."


2. STOCK SUBJECT TO THE PLAN.


The total number of shares of Common Stock of the Company that may be optioned under the Plan is 500,000, as adjusted after the effective date pursuant to Section 6. The total number of shares that may be granted under the Plan to any employee during any calendar year shall not exceed 100,000 shares, as adjusted. Shares may consist, in whole or in part, of unissued shares or treasury shares. If any shares that have been optioned cease to be subject to option, they may again be optioned under the Plan. During the period that any options granted under the Plan are outstanding, the Company shall reserve and keep available such number of shares of Common Stock as will be sufficient to satisfy all outstanding unexercised options.


3. ADMINISTRATION.


The Plan shall be administered by the Executive Compensation Committee of the Board of Directors, herein called the "Committee," each of whom shall be a "non-employee director" as provided under Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and an "outside director" as provided under Section 162(m) of the Internal Revenue Code of 1986, as amended. The Committee shall have the authority, consistent with the Plan:


(i) To select the eligible employees to whom options shall be granted
under the Plan;


(ii) To determine the terms and conditions of each option including but
not limited to the date of grant, the dates(s) of exercise, the
number of shares of Common Stock subject to the option, and the
restrictions, if any, to be imposed upon the transfer of shares
purchased pursuant to the option;


(iii) To prescribe the form of all stock option agreements and any other
agreement or document which the Committee determines is
appropriate in connection with the Plan;


(iv) To prescribe rules and regulations for the administration of the
Plan;


3


Exhibit 10(i)


(v) To construe and interpret any provision of the Plan and any option
agreement or other agreement executed in connection with the Plan;
and


(vi) To determine whether the option is an incentive stock option or a
nonstatutory stock option.


4. ELIGIBILITY.


Key employees, including officers or directors of the Company and its su ...