Edgar Filing: 1ST SOURCE CORP

File No. ____________________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

1ST Source Corporation
(Exact name of registrant as specified in its charter)

Indiana 35-1068133
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

100 North Michigan Street, South Bend, Indiana 46601
----------------------------------------------------
(address of principal executive office) (zip code)

1st Source Corporation 1982 Restricted Stock Award Plan
-------------------------------------------------------
(Full title of the plan)

Larry E. Lentych
1st Source Corporation
100 North Michigan Street
South Bend, Indiana 46601
(Name, address, including zip code, of agent for service)

Telephone number, including area code, of agent for service: (574) 235-2702
_____________________________

CALCULATION OF REGISTRATION FEE

Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered Registered (2) Share (1) (3) Price (1) (3) Registration Fee
Common Stock, without

par value 51,987 $16.00 $831,792.00 $76.52

(1) Calculated pursuant to Rule 457(c) and (h), on December 4, 2002, the
average of the high and low price of the registrant's Common Stock on the Nasdaq
National Market System was $16.00.

(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended (the "Securities Act"), this registration statement also covers an
indeterminate number of additional shares as may be authorized in the event of
an adjustment as a result of an increase in the number of issued shares of
Common Stock resulting from the payment of dividends or stock splits or certain
other capital adjustments.

(3) Estimated solely for the purpose of calculating the registration fee.

EXPLANATORY NOTE

This Registration Statement has been prepared in accordance with the
requirements of Form S-8 under the Securities Act to register 51,987 shares of
1st Source Corporation's common stock previously issued pursuant to the 1st
Source Corporation 1982 Restricted Stock Award Plan to certain officers,
directors and employees of 1st Source Corporation. Under cover of this Form S-8
is the reoffer prospectus prepared in accordance with Part I of Form S-3 under
the Securities Act. The reoffer prospectus has been prepared pursuant to
Instruction C of Form S-8, in accordance with the requirements of Part I of Form
S-3, and may be used for reofferings and resales on a continuous or delayed
basis in the future.

Part I

INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

1st Source will send or give the documents containing the information
specified in Part I of Form S-8 to officers, directors and employees as
specified by Securities and Exchange Commission Rule 428(b)(1) under the
Securities Act of 1933, as amended (the "Securities Act"). 1st Source does not
need to file these documents with the Securities and Exchange Commission either
as part of this Registration Statement or as prospectuses or prospectus
supplements under Rule 424 of the Securities Act.

REOFFER PROSPECTUS

92,505 SHARES OF COMMON STOCK

1st Source Corporation
100 N. Michigan Street
South Bend, Indiana 46601
(574) 235-2000

We have issued certain shares of our common stock offered hereby to Wellington
D. Jones III, Richard Q. Stifel, Allen R. Qualey, Larry E. Lentych, Glenn A.
Borden and Jeffrey F. Lindstadt (the "Selling Shareholders") pursuant to the 1st
Source Corporation 1982 Restricted Stock Award Plan or the 1st Source
Corporation 1982 Executive Incentive Plan. Selling Shareholders may offer some
or all of the shares issued to them under the plans for sale from time to time
at prices and terms negotiated in individual transactions or in brokers
transactions negotiated immediately prior to sale. We will not receive any
proceeds from such sales. Selling Shareholders and any broker-dealers who
participate in selling the shares may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"), in
which event commissions received by such brokers may be deemed to be
underwriting commissions under the Securities Act.

This reoffer prospectus relates to 92,505 shares of the common stock of 1st
Source Corporation which may be offered and resold from time to time by the
Selling Shareholders identified in the prospectus for their own accounts. The
shares are "restricted securities" under the Securities Act prior to the
effectiveness of the registration statement filed in conjunction with this
reoffer prospectus. The reoffer prospectus has been prepared for the purpose of
registering the shares under the Securities Act to allow for future sales by the
Selling Shareholders to the public. It is anticipated that the Selling
Shareholders will offer shares for sale on the Nasdaq National Market at the
prevailing prices on the date of sale. The Selling Shareholders will bear all
sales commissions and similar expenses. We have paid the costs of filing this
registration statement with the Securities and Exchange Commission (the
"Commission") and will pay the costs of registering or qualifying the shares
under the securities laws of any jurisdiction where such registration or
qualification is necessary. We estimate the expenses of this offering, which we
will incur, including registration fees, legal fees, transfer agent fees and
printing costs, but excluding underwriting discounts and commissions which shall
be paid by Selling Shareholders, will not exceed $5,000.

Our common stock is traded on the Nasdaq National Market under the symbol SRCE.
On December 4, 2002, the last reported price of our common stock on such market
was $16.00 per share.

This investment involves a high degree of risk. Please see "Risk Factors"
beginning on page 1.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined whether
this reoffer prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.

The date of this reoffer prospectus is December 6, 2002.

TABLE OF CONTENTS

SUMMARY........................................................................1

RISK FACTORS...................................................................1

NOTE REGARDING FORWARD LOOKING STATEMENTS......................................3

USE OF PROCEEDS................................................................3

SELLING SHAREHOLDERS...........................................................3

PLAN OF DISTRIBUTION...........................................................4

DESCRIPTION OF SECURITIES TO BE REGISTERED.....................................4

INDEMNIFICATION OF DIRECTORS AND OFFICERS......................................5

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE..............................5

AVAILABLE INFORMATION..........................................................6

You should rely on the information incorporated by reference or provided in this
reoffer prospectus or any supplement. We have not authorized anyone else to
provide you with different information. The common stock is not being offered in
any state where the offer is not permitted. You should not assume that the
information in this reoffer prospectus or any supplement is accurate as of any
date other than the date on the front of this reoffer prospectus.

SUMMARY

We have prepared this reoffer prospectus as part of a registration statement on
Form S-8 under the Securities Act relating to the resale of 92,505 shares of
common stock issued to the Selling Shareholders pursuant to the 1st Source
Corporation 1982 Restricted Stock Award Plan or the 1st Source Corporation 1982
Executive Incentive Plan, any or all of which shares may be offered for sale by
the Selling Shareholders from time to time. This prospectus has been prepared in
accordance with the requirements of Form S-3 under the Securities Act pursuant
to General Instruction C of Form S-8 solely with regard to the resale of the
shares by the Selling Shareholders. Unless the context indicates otherwise any
of the terms "we," "us," and "our" include and refer to 1st Source Corporation.

RISK FACTORS

An investment in common stock is highly speculative and involves a high degree
of risk. Therefore, you should carefully consider all of the risk factors
discussed below, as well as the other information contained in this document.
You should not invest in common stock unless you can afford to lose your entire
investment and you are not dependent on the funds you are investing. The
following risk factors are interrelated and, consequently, investors should
treat such risk factors as a whole.

Our success depends on our ability to compete effectively in the competitive
financial services industry.

The financial services industry is competitive and we and our operating
subsidiaries encounter strong competition for deposits, loans and other
financial services in all of our lines of business. Our principal competitors
include other commercial banks, savings banks, savings and loan associations,
mutual funds, money market funds, finance companies, trust companies, insurers,
leasing companies, credit unions, mortgage companies, private issuers of debt
obligations, venture capital firms, and suppliers of other investment
alternatives, such as securities firms and insurance companies. Some of our
non-bank competitors are not subject to the same degree of regulation as we and
our subsidiaries are. Thus, they have advantages over us in providing certain
services. Many of our competitors are significantly larger than we are and have
greater access to capital and other resources. In recent years there has been
substantial consolidation and convergence among companies in the financial
services industry. Such consolidation may increase competition. Further, our
ability to compete effectively is dependent on our ability to adapt successfully
to technological and other changes within the banking and financial services
industry generally.

Our business may be adversely affected by the highly regulated environment in
which we operate.

We and our subsidiaries operate in a heavily regulated and rapidly changing
legislative and regulatory environment. Our failure to comply with the many
requirements of state and federal law could lead to termination or suspension of
our licenses, rights of rescission for borrowers, class actions lawsuits and
administrative enforcement actions. Recently enacted and future legislation and
regulations may have significant impact on the financial services industry and
public companies generally. Regulatory or legislative changes could increase our
costs of doing business, restrict our access to new products or markets, cause
us to change some of our products or the way we operate our different lines of
business, adversely affect our operations or the manner in which we conduct our
business and, on the whole, adversely affect the profitability of our business.

We may be adversely affected by a general deterioration in economic conditions.

The risks associated with our business are greater in periods of a slowing
economy or recession. Economic declines may be accompanied by a decrease in
demand for consumer and commercial credit and declining real estate and other
asset values. Declining real estate and other asset values may reduce the
ability of borrowers to use such equity to support borrowings. Delinquencies,
foreclosures and losses generally increase during economic slowdowns or
recessions. Additionally, our servicing costs and credit losses may also
increase in periods of economic slowdown or recession.

We are subject to credit risk inherent in our loan portfolios.

In the financial services industry, there is always a risk that certain
borrowers may not repay borrowings as well as a broader systemic risk of losses
due to changes in the local or national economy. We maintain an allowance for
loan and lease losses to absorb the level of losses that we estimate to be
probable in our portfolios. However, our allowance for loan and lease losses may
not be sufficient to cover the loan and lease losses that we actually incur. If
we experience defaults by borrowers in any of our businesses to a greater extent
than anticipated, our earnings could be negatively affected. Changes in local
economic conditions could adversely affect credit quality in our local business
loan portfolio, and changes in national economic conditions could adversely
affect the quality of our transportation and equipment portfolio.

Certain of our niche business industries are experiencing slow downs.

We have specialty national niche business in commercial loans secured by
transportation and construction equipment, including the financing of aircraft
for dealers, individuals, businesses and air cargo operators and in the
financing of vehicles for the rental and leasing industries. Our aircraft niche
business has been adversely affected by the slow down in the technology markets
(a large user of air cargo services), the reaction by the financial markets and
the fall-off of durable goods manufacturing, all of which were exacerbated by
the events of September 11. These market conditions have caused aircraft and
used automobile values to drop precipitously. Our customers who rely on the use
of aircraft or automobiles to produce income have been negatively affected, and
we have experienced substantial loan losses in the last several quarters in our
aircraft and auto rental financing units. Since some of our relationships in
these industries are large (up to $15 million), further and continued slow-downs
in these industries can adversely affect our business.

We may be adversely affected by interest rate changes.

Although we actively manage our interest rate sensitivity, such management is
not an exact science. Rapid increases or decreases in interest rates could
adversely affect our net interest margin if changes in our cost of funds do not
correspond to changes in income yields. Such fluctuations could also continue to
negatively impact our mortgage banking operations, which are very interest rate
sensitive, by increasing the runoff rates in the servicing portfolio, reducing
loan origination activities or increasing its funding costs. We recorded
non-cash valuation adjustments in the second and third quarters of 2002 for
impairment of the carrying value of the mortgage servicing portfolio held by
Trustcorp Mortgage Company, our mortgage banking subsidiary.

Provisions in our restated articles of incorporation, by-laws and Indiana law
may delay or prevent an acquisition of us by a third party.

Our restated articles of incorporation, by-laws and Indiana law contain
provisions that may make it more difficult for a third party to acquire us
without the consent of our board of directors. These provisions could also
discourage proxy contests and may make it more difficult for shareholders to
elect their own representatives as directors and take other corporate actions.

Among other provisions, our articles of incorporation authorize our board
of directors to issue shares of preferred stock and to determine its terms,
preferences and other rights without shareholder approval. The issuance of
preferred stock could discourage a third party from acquiring control of the
company.

Our by-laws do not permit cumulative voting of shareholders in the election
of directors, allowing the holders of a majority of our outstanding shares to
control the election of all our directors. Our by-laws also provide that only
our board of directors, and not our shareholders, may adopt, alter, amend and
repeal our by-laws.

Indiana law provides several limitations that may discourage potential
acquirers from purchasing our common shares. In particular, Indiana law
prohibits business combinations with a person who acquires 10% or more of our
common shares during the five-year period after the acquisition of 10% by that
person or entity, unless the acquirer receives prior approval for the
acquisition of the shares or business combination from our board of directors.

NOTE REGARDING FORWARD LOOKING STATEMENTS

This reoffer prospectus contains forward-looking statements that involve risks
and uncertainties. These statements relate to future events or our future
financial performance. In some cases you can identify forward-looking statements
by terminology such as "may," "will," "should," "except," "plan," "anticipate,"
"believe," "estimate," predict," "potential" or "continue," as well as the
negative of such terms or other comparable terminology. These statements are
only predictions. Actual events or results may differ materially. In evaluating
these statements you should consider various factors, including the risks
described above. These factors my cause our actual results to differ materially
from any forward-looking statement.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of shares of common stock
by the Selling Shareholders.

SELLING SHAREHOLDERS

The Selling Shareholders may sell, from time to time, a total of up to 92,505
shares issued pursuant to the 1st Source Corporation 1982 Restricted Stock Award
Plan or the 1st Source Corporation 1982 Executive Incentive Plan. The Selling
Shareholders are Wellington D. Jones III, Richard Q. Stifel, Allen R. Qualey,
Larry E. Lentych, Glenn A. Borden, and Jeffrey F. Lindstadt.

The following table sets forth certain information regarding the beneficial
ownership of common stock by the Selling Shareholders as of November 29, 2002,
and the number of shares being offered by this prospectus.

Number of Shares
Beneficially Owned
Number of Shares After Offering, Percentage of
Beneficially Owner Number of Shares Presuming All Shares Outstanding
Name & Position Prior to Offering (1) Offered Offered Are Sold Shares
--------------------------------- ------------------------ ------------------ ------------------------- ----------------

Wellington D. Jones III 231,653 29,703 201,950 *
Executive Vice President--1st
Source; President and Chief
Operating Officer--1st Source
Bank

Richard Q. Stifel 98,906 21,601 77,305 *
Executive Vice President,
Business Banking Group--1st
Source Bank

Allen R. Qualey 84,394 20,415 63,979 *
President and Chief Operating
Officer, Specialty Finance
Group--1st Source Bank

Larry E. Lentych 62,448 18,568 43,880 *
Senior Vice President,
Treasurer and Chief Financial
Officer--1st Source & 1st
Source Bank

Glenn A. Borden 50,390 1,113 49,277 *
Regional President, Fort Wayne
Region--1st Source Bank

Jeffrey F. Lindstadt 51,366 1,105 50,261 *
Vice President, Specialty
Finance Group--1st Source Bank

*indicates less than 1%

(1) Based upon information furnished by the respective Selling Shareholders as
of November 29, 2002. Under applicable regulations, shares are deemed to be
beneficially owned by a person if he directly or indirectly has or shares
the power to vote or dispose of the shares, whether or not he has any
economic interest with respect to the shares. Includes shares beneficially
owned by members of the immediate families of the Selling Shareholders
residing in their homes and also includes all Shares held under the plans.

Certain non-affiliates may use this reoffer prospectus for the reoffer and
resale of up to 1,000 shares each issued pursuant to the plans.

PLAN OF DISTRIBUTION

Selling Shareholders may sell the shares from time to time in the Nasdaq
National Market, or otherwise, at prices and terms then prevailing or at prices
related to the then current market price, or in negotiated transactions.
Further, the Selling Shareholders may choose to dispose of the shares offered
under this prospectus by gift to a third party or as a donation to a charitable
or other non-profit entity. Selling Shareholders expect to employ brokers or
dealers to participate. Brokers or dealers will receive commissions or discounts
from Selling Shareholders or from purchasers in amounts to be negotiated
immediately prior to the sale, which commissions and discounts are not expected
to deviate from the usual and customary brokers commissions. In connection with
any sales, the Selling Shareholders and any brokers participating in such sales
may be deemed to be underwriters within the meaning of the Securities Act.
Neither we nor the Selling Shareholder expect to employ, utilize or otherwise
engage any finders to assist in the sales of the shares.

We have advised the Selling Shareholders that the anti-manipulation rules of
Regulation M under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") may apply to sales of shares in the market and to the activities
of the Selling Shareholders and their affiliates. In addition, we will make
copies of this reoffer prospectus available to the Selling Shareholders and have
informed them of the possible need for delivery of copies of this reoffer
prospectus to purchasers on or prior to sales of the shares offered under this
reoffer prospectus. The Selling Shareholders may indemnify any broker-dealer
that participates in transactions involving the sale of the shares against
certain liabilities, including liabilities arising under the Securities Act.

Any securities covered by this reoffer prospectus that qualify for sale pursuant
to Rule 144 under the Securities Act may be sold under those rules rather than
pursuant to this reoffer prospectus.

There is no assurance that the Selling Shareholders will offer for sale or sell
any or all of the shares registered pursuant to this prospectus.

DESCRIPTION OF SECURITIES TO BE REGISTERED

We have the authority to issue 40,000,000 shares of common stock, no par value.
As of November 29, 2002, there were 21,202,641 shares of our common stock issued
and outstanding. The holders of our common stock are entitled to one vote for
each share held of record on all matters submitted to a vote of shareholders.
Holders of common stock have no cumulative voting, conversion, preemptive,
dividend or other subscription rights, and there are no redemption provisions
applicable to the common stock.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Chapter 37 of the Indiana Business Corporation Law, as amended ("IBCL"),
authorizes every Indiana corporation to indemnify its officers and directors
under certain circumstances against liability incurred in connection with
proceedings to which the officers or directors are made parties by reason of
their relationships to the corporation. Officers and directors may be
indemnified where they have acted in good faith, the action taken was not
against the interests of the corporation, and the action was lawful or there was
no reason or cause to believe the action was unlawful. Chapter 37 to the IBCL
also requires every Indiana corporation to indemnify any of its officers or
directors (unless limited by the articles of incorporation of the corporation)
who were wholly successful on the merits or otherwise, in the defense of any
such proceeding, against reasonable expenses incurred in connection with the
proceeding. A corporation may also, under certain circumstances, pay for or
reimburse the reasonable expenses incurred by an officer or director who is a
party to a proceeding in advance of final disposition of the proceeding.

Our Articles of Incorporation provide that the officers and directors shall be
indemnified and advanced expenses to the fullest extent permitted by the IBCL.

The Company maintains standard directors' and officers' liability insurance.

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers and control persons pursuant to the
foregoing provisions, or otherwise, we have been advised that in the opinion of
the Commission, such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by us of
expenses incurred or paid by a director, officer or control person) we will,
unless in the opinion of counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by us is against public policy as expressed in the
Securities Act and we will be governed by the final adjudication of such issue.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents filed with the Commission are incorporated by reference
in this reoffer prospectus.

o 1st Source's Annual Report on Form 10-K for the year ended December
31, 2001, filed with the Commission on March 12, 2002.

o 1st Source's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2002 (filed on May 14, 2002), June 30, 2002 (filed on August
13, 2002), and September 30, 2002 (filed on November 12, 2002).

o All other reports filed pursuant to Section 13 or Section 15(d) of the
Exchange Act by 1st Source since December 31, 2001.

o The information set forth under the caption "Description of
Registrant's Securities to be Registered" in 1st Source's Registration
Statement on Form S-2, Reg. No. 33-9087, dated December 16, 1986,
including any amendments or reports filed for the purpose of updating
that description.

o All reports and other documents subsequently filed by 1st Source
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, as of the date of filing such
documents.

We will furnish without charge to each person to whom the reoffer prospectus is
delivered, upon oral or written request of such person, a copy of any and all of
the documents incorporated by reference (other than exhibits to such documents).
Requests should be directed to:

1st Source Corporation
100 North Michigan Street
South Bend, IN 46601
Attention: Chief Financial Officer
Phone: (574) 235-2702

AVAILABLE INFORMATION

We are subject to the informational requirements of the Exchange Act, and in
accordance therewith file reports, proxy statements and other information with
the Commission. You can inspect these reports, proxy statements and other
information filed by 1st Source at the public reference facilities maintained by
the Commission at the locations listed below. You will be required to pay the
prescribed rates for copies of these reports, proxy statements and other
information.

o The SEC's main office located at Office of Investors Education and
Assistance, 450 Fifth Street, N.W., Washington, D.C. 20549 or e-mail
at help@sec.gov.

o The SEC's Midwest Regional Office located at Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511 or e-mail at
chicago@sec.gov.

o The SEC's web site on the Internet at www.sec.gov.

Our common stock is traded on the Nasdaq National Market under the symbol
"SRCE."

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed with the Securities and Exchange Commission
(the "Commission") by 1st Source Corporation (the "Company" or "1st Source")
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") are
incorporated by reference in this Registration Statement.

(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 2001, filed with the Commission on March 12, 2002.

(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2002 (filed on May 14, 2002), June 30, 2002 (filed on
August 13, 2002), and September 30, 2002 (filed on November 12, 2002).

(c) The information set forth under the caption "Description of
Registrant's Securities to be Registered" in the Company's Registration
Statement on Form S-2, Reg. No. 33-9087, dated December 16, 1986, including
any amendments or reports filed for the purpose of updating that
description.

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement as of the date of
filing such documents.

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel

Not applicable.

Item 6. Indemnification of Directors and Officers

The Articles of Incorporation of the Company provide that the officers and
directors shall be indemnified and advanced expenses to the fullest extent
permitted by the IBCL.

The Company maintains standard directors' and officers' liability
insurance.

Item 7. Exemption from Registration.

The shares issued to the Selling Shareholders were issued in reliance upon
the exemption from registration contained in Section 4(2) of the Securities Act
by the Company pursuant to the 1st Source Corporation 1982 Restricted Stock
Award Plan. These issuances were deemed to be exempt from registration under the
Securities Act pursuant to Section 4(2) as transactions that did not involve any
public offering, or were deemed not to require registration under the Securities
Act since such issuance did not involve the sale of such securities.

Item 8. Exhibits.

The exhibits furnished with the Registration Statement are listed on page
E-1.

Item 9. Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date hereof (or the most recent post-effective
amendment hereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this registration
statement;

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;

provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in
this registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of South Bend, State of Indiana, on December 6,
2002.

1st Source Corporation

By: /s/ Larry E. Lentych
---------------------------------
Larry E. Lentych, Treasurer and
Chief Financial Officer

Each person whose signature appears below authorizes John B. Griffith and Larry
E. Lentych, and each of them, to file one or more amendments (including
post-effective amendments) to the Registration Statement, which amendments may
make such changes in the Registration Statement as either of them deems
appropriate, and each such person hereby appoints John B. Griffith and Larry E.
Lentych, and each of them, as attorney-in-fact to execute in the name and on
behalf of each person individually, and in each capacity stated below, any such
amendment to the Registration Statement.

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated.

Signature Title Date

/s/ Christopher J. Murphy III Chairman of the Board, December 6, 2002
----------------------------- President, Chief Executive
Christopher J. Murphy III Officer and a Director

/s/ Wellington D. Jones III Executive Vice President and a December 6, 2002
----------------------------- Director
Wellington D. Jones III

/s/ John B. Griffith Secretary and General Counsel December 6, 2002
-----------------------------
John B. Griffith

/s/ Larry E. Lentych Treasurer & Chief Financial December 6, 2002
----------------------------- Officer (Principal Accounting
Larry E. Lentych and Financial Officer)

_____________________________ Director December ___, 2002
Reverend E. William Beauchamp, C.S.C.

/s/ Danile B. Fitzpatrick Director December 5, 2002
-----------------------------
Daniel B. Fitzpatrick

_____________________________ Director December ___, 2002
Lawrence E. Hiler

/s/ William P. Johnson Director December 2, 2002
-----------------------------
William P. Johnson

/s/ Rex Martin Director December 2, 2002
-----------------------------
Rex Martin

/s/ Dane A. Miller Director December 2, 2002
-----------------------------
Dane A. Miller

/s/ Timothy K. Ozark Director December 2, 2002
-----------------------------
Timothy K. Ozark

/s/ Richard J. Pfeil Director December 2, 2002
-----------------------------
Richard J. Pfeil

_____________________________ Director December ___, 2002
Claire C. Skinner

_____________________________ Director December ___, 2002
Toby S. Wilt

E-1
EXHIBIT LIST

Number Document Page No.
------ -------- -------

4.1 Articles of Incorporation of 1st Source as amended
April 30, 1996, filed as an exhibit to Form 10-K
dated December 31, 1996, and incorporated herein by reference.

4.2 By-Laws of 1st Source, as amended April 19, 1993,
and filed as an exhibit to Form 10-K dated December 31, 1993,
and incorporated herein by reference.

4.3 Form of Stock Certificate, for share of 1st Source Common Stock,
filed as an exhibit to Registration Statement 2-40481,
and incorporated herein by reference.

4.4 1st Source Corporation 1982 Restricted Stock Award Plan,
as amended. *

5 Opinion of Counsel with respect to the legality of the securities *
registered hereby.

23.1 Consent of Ernst & Young LLP. *

23.2 Consent of PricewaterhouseCoopers LLP. *

23.3 Consent of Counsel is included in Exhibit 5. *

24 Power of Attorney (incorporated into signature page)

*Indicates filed herewith.