THIS AGREEMENT, dated as of April 16, 1998, by and between RICHARD STIFEL, hereinafter referred to
as "Executive", and lst SOURCE CORPORATION, an Indiana corporation, hereinafter referred to as
"Employer," WITNESSETH; That
WHEREAS, Executive is currently employed as an executive officer (currently Executive Vice President) of
Employer's subsidiary, lst Source Bank, hereinafter referred to as "Bank;" and
WHEREAS, Employer desires to assure the continued service of Executive, and Executive is willing to provide
such service on the terms and conditions specified herein.
NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements contained in
this Agreement, Employer and Executive hereby agree as follows:
1. Employment Position. The parties agree that the employment of Executive by Employer shall continue for the
term referred to in Section 2. Employer agrees to continue the employment of Executive in a senior officer
position with the title of Executive Vice President of Bank. Executive shall devote his full time during business
hours to the performance of his duties hereunder and shall at all times use his best effort to promote the best
interests of Employer. Executive shall report to the President of Bank, or such other senior executive officer of
Employer or its subsidiary, 1st Source Bank, as the Chief Executive Officer of Employer or the Board of
Directors shall direct.
2. Term. The term of this Agreement shall be from the date hereof until December 31, 2001, unless terminated
sooner in accordance with
Section 5 or Section 6 hereof, provided, however, that the term shall be automatically extended for an additional
year on January 1, 2002 and on January 1 of each year thereafter, unless either party hereto gives written notice
of an intention not to extend this Agreement on or before September 30 of the preceding year, in which case no
further automatic extension shall occur and the term of this Agreement shall end.