RESTRICTED STOCK AWARD PLAN 1982 AMENDED 2003

                                                    Amended as of 4/22/2003



                             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    reclassification,     reorganization,     merger,
          consolidation,  recapitalization or otherwise  ("Exchange Event"), the
          Participant  shall,  as the owner of shares  subject  to  restrictions
          hereunder,  be entitled to such new or additional or different  shares
          of stock or securities.

                    (1) In the case of an Exchange  Event,  the  certificate  or
               certificates  for, or other  evidences of, such new or additional
               or  different   shares  or  securities   shall  be  appropriately
               imprinted  with the legend  provided  in  paragraph  7(a) of this
               Plan,  and all  provisions of this Plan relating to  restrictions
               and lapse of  restrictions  herein set forth shall  thereupon  be
               applicable  to such new or  additional  or  different  shares  or
               securities to the extent applicable to the shares with respect to
               which  they  were  distributed;  provided,  further,  that if the
               Participant   shall  receive   rights,   warrants  or  fractional
               interests  in  respect  of any of such  shares,  such  rights  or
               warrants and such  fractional  interests shall be received by the
               Participant  subject to all of the remaining  restrictions herein
               set forth. All such additional shares, rights or other securities
               shall be  retained  in  safekeeping  by the  Corporation  for the
               account of the Participant.

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                    (2) In the case of a qualifying termination of employment of
               the Participant, as defined below, (i) all awarded shares subject
               to  forfeiture  under  this Plan  shall no longer be  subject  to
               forfeiture  and shall be earned  stock  for all  purposes  of the
               Plan, and (ii) all  restrictions  on shares of stock  theretofore
               awarded  hereunder shall terminate  (except for any  restrictions
               imposed by applicable  securities  laws). The foregoing  sentence
               shall  be  effective   immediately   prior  to  such   qualifying
               termination of employment.

                    (3) For  purposes of this  Section,  the  following  defined
               terms have the described  meanings.  "Qualifying  termination  of
               employment"   means   the   involuntary    termination   of   the
               Participant's   employment  (i)  within  one  year  following  an
               Exchange Event that involves the distribution of securities of an
               issuer  other  than 1st  Source  and that  results in a change of
               control  of 1st  Source  and  (ii)  for  reasons  other  than the
               Participant's willful and continued failure to perform his or her
               material  duties and other than the  Participant's  dishonesty or
               willful misconduct in connection with his or her work. "Change of
               control"  means a change  of  ownership  or  management  that the
               Committee, in its full and sole discretion, shall determine to be
               a change of control for purposes of this Section;  in the absence
               of a contrary  finding by the Committee,  the  acquisition by any
               person or group of persons,  other than 1st Source, of beneficial
               ownership of 50.01% or more of the then outstanding shares of 1st
               Source common stock shall be deemed a change of control.

               (c) The term  "Restricted  Period" with respect to any allocation
          of shares issued to a Participant  under this Plan shall mean a period
          commencing  on the date of issuance of such shares to the  Participant
          and ending ten (10) years or such other  period as the  Committee  may
          designate  in the  notice of  allocation  thereafter.  The  restricted
          period  shall  terminate at an equal and  proportionate  amount of the
          allocation of shares for each year in which:

                    (1) the Participant has served  continuously as an employee,
               and was  employed  or  retired  at year  end,  or in  which  such
               employee dies while employed or retired.

                    (2) the company  return on equity  meets or exceeds the rate
               of  return  on  common  equity  established  in  advance  by  the
               Committee,  or the  Participant  meets or exceeds the  individual
               performance goal(s)  established in advance by the Committee,  as
               applicable.

     Any year in which the cumulative  rate of return on equity meets or exceeds
the rate  established  for the accumulated  years  subsequent to the year of the
award,  will remove the  restrictions for that year and any prior year for which
the yearly rate failed to meet the established rate.

     Notwithstanding the foregoing,  the Committee may in its sole discretion at
any time extend the Forfeiture  Period on issued shares for the current or prior
year(s),  despite  the  Corporation's  failure  to meet the  required  annual or
cumulative rate of return.

     With respect to individual  performance  goals,  if a Participant  fails to
meet or exceed  his/her  individual  performance  goal(s) for a given year,  all
shares so restricted with respect to that year will be forfeited.

     The Committee may  designate  the  particular  shares with respect to which
such  restrictions  end at the  expiration  of each such yearly period either by
authorizing  the issuance of separate  certificates  or by other  instruments or
documentation as deemed feasible by the Committee,  and such certificates  shall
be delivered to Participant forthwith.

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               (d) For all purposes of this Plan,  an "Act of  Forfeiture"  with
          respect to the remaining restricted stock of any award shall be deemed
          to be any one of the following:

                    (1) Voluntary or involuntary  termination  including  death,
               retirement or total disability of the employment of a Participant
               during the Restricted Period, or

                    (2)  The  attempted  sale,   exchange,   transfer,   pledge,
               hypothecation,  assignment,  conveyance  or  other  voluntary  or
               involuntary  disposition of any of the  restricted  shares during
               their  Restricted  Period,  all  of  which  is  hereby  expressly
               prohibited by this agreement, or

                    (3) The election by the  Participant to be taxed in the year
               of receipt of the  restricted  stock under  Section  83(b) of the
               Internal Revenue Code of 1986 as amended, or

                    (4)  Termination of the  Restricted  Period if the annual or
               cumulative rate of return on common equity has not been achieved.

               (e) Upon the  occurrence  of an Act of  Forfeiture  relating to a
          Participant, the right, title and interest of all remaining restricted
          shares  of  Corporation   allocated  to  the   Participant   shall  be
          automatically   forfeited   and   terminated   for  all  purposes  and
          Participant agrees on behalf of himself, his personal representatives,
          heirs, legatees, or successors to:

                    (1) Execute and deliver to  Corporation  such forms of stock
               power,  assignments or instruments of transfer which  Corporation
               may  reasonably  request and, upon the failure of  Participant or
               his personal representatives, heirs, legatees or successors so to
               do, the  Secretary  of  Corporation  is hereby  appointed  as the
               attorney-in-fact of Participant and his personal representatives,
               heirs,  legatees or successors to execute and deliver any and all
               forms of stock power,  assignments  and  instruments  of transfer
               requested by the  Committee  to vest and transfer to  Corporation
               complete  title to all such  forfeited  shares,  and further each
               Participant consents and agrees that the St. Joseph Circuit Court
               of St. Joseph County,  Indiana,  shall have personal jurisdiction
               over such Participant to permit Corporation to obtain an order to
               specific performance which is authorized and for which consent is
               hereby given by each  Participant  who accepts an  allocation  of
               shares under this Plan.

               (f) The  right,  title  and  interest  of any  transferee  of any
          restricted  shares acquired from a Participant under this Plan by Will
          or by the laws of descent and distribution shall be subject to all the
          terms and conditions of this Plan, including,  but without limitation,
          the   restrictions   on  transfer  and  the  provisions   relating  to
          forfeiture.

               (g) Any transfer or purported  transfer made by a Participant  at
          any time while  restricted or  prohibited by this Plan,  except at the
          times and in the manner expressly  authorized,  shall be null and void
          and the Corporation shall not be obligated to recognize or give effect
          to such  transfer on its books or records or  recognize  the person or
          persons  to whom such  purported  transfer  has been made as the legal
          beneficial holder of such shares.

               (h) The  Committee  may  impose  such other  restrictions  on any
          shares allocated to a Participant pursuant to this Plan as it may deem
          advisable,  including  without  limitation,   restrictions  under  the
          Securities  Act of 1933,  as amended,  under the  requirements  of any
          stock  exchange upon which such shares or shares of the same class are
          then listed,  and under any blue-sky or securities  laws applicable to
          such shares.

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         8. MISCELLANEOUS PROVISIONS.

               (a)  Expense.  All  expenses  and  costs in  connection  with the
          administration of the Plan shall be borne by the Corporation.

               (b) No Prior Rights of Offer. Nothing in the Plan shall be deemed
          to give any officer or employee of the Corporation or his or its legal
          representatives  or  assigns  or any other  person or entity  claiming
          under or through any  Participant  any  contractual  or other right to
          participate in the benefits of the Plan.

               (c)  Indemnification of the Committee.  In addition to such other
          rights  or  indemnifications  as they may  have,  the  members  of the
          Committee  shall be indemnified by the  Corporation  against all costs
          and expenses  reasonably incurred by them or any of them in connection
          with any action,  suit or  proceeding to which they or any of them may
          be a party by reason of any action taken or failure to act under or in
          connection  with the Plan or any award granted thereof and against all
          amounts paid by them in settlement  thereof  (provided such settlement
          is approved by legal counsel  selected by the  Corporation) or paid by
          them  in  satisfaction  of a  judgment  in any  such  action,  suit or
          proceedings,  the  person  desiring  indemnification  shall  give  the
          Corporation an opportunity,  at its own expense,  to handle and defend
          the same.

               (d) Liability of  Corporation.  The Liability of the  Corporation
          under this Plan or any  allocation of shares made hereunder is limited
          to the  obligation  set forth  with  respect to such  allocation,  and
          nothing herein contained shall be construed to impose any liability on
          the Corporation in favor of any Participant  with respect to any loss,
          cost or expense  which a Participant  may incur in connection  with or
          arising out of any transaction in connection therewith.

               (e) No  Agreement  to  Employ.  Nothing  in  the  Plan  shall  be
          construed   to   constitute   or  be  evidenced  of  an  agreement  or
          understanding  expressed or implied on the part of the  Corporation or
          any Subsidiary to employ or retain any  Participant to whom any shares
          have been allocated for any specified period of time or times.

     9. AMENDMENT AND  TERMINATION OF THE PLAN. The  Corporation may at any time
terminate or extend the Plan,  or make such  modification  of the Plan or of the
exhibits  attached to this Plan as it shall deem  advisable.  No  termination or
amendment of the Plan shall, without the consent of any person affected thereby,
modify  or in any way  affect  any  right or  obligation  created  prior to such
termination or amendment.

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