7(b) 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.'