3
                                                   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 Executive Incentive 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
<TABLE>
<CAPTION>

                                                 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
<S>                       <C>                    <C>                     <C>                    <C>
par value                 100,000                $16.00                  $1,600,000             $147.20
</TABLE>

(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.
<PAGE>

                                     Part I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

     The document(s) containing information specified by Part I of this Form S-8
Registration  Statement (the "Registration  Statement") will be sent or given to
participants in the 1st Source  Corporation  1982 Executive  Incentive Plan (the
"Plan"),  as specified  in Rule  428(b)(1)  promulgated  by the  Securities  and
Exchange  Commission  (the  "Commission")  under the  Securities Act of 1933, as
amended  (the  "1933  Act").  Such  document(s)  are not  being  filed  with the
Commission but constitute  (along with the documents  incorporated  by reference
into  the  Registration  Statement  pursuant  to Item 3 of Part  II  hereof),  a
prospectus that meets the requirements of Section 10(a) of the 1933 Act.

                                     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


     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.

     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.

Not applicable.

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.

<PAGE>

                                   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.

<TABLE>
<CAPTION>

                     Signature                                     Title                           Date
---------------------------------------------------- ---------------------------------- ----------------------------
<S>                                                  <C>                               <C>
/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
-----------------------------
Wellington D. Jones III                              Director


/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/ Daniel 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

</TABLE>

<PAGE>
                                                    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 Executive Incentive 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.
[{"type": "S-8", "sequence": "1", "filename": "eip2.txt", "description": "1982 EIP $147.20", "secsgml_size_bytes": 16297}]
{"company-data": {"conformed-name": "1ST SOURCE CORP", "cik": "0000034782", "assigned-sic": "6022", "irs-number": "351068133", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-101710", "film-number": "02851484"}, "business-address": {"street1": "100 NORTH MICHIGAN STREET", "city": "SOUTH BEND", "state": "IN", "zip": "46601", "phone": "2192352702"}, "mail-address": {"street1": "P O BOX 1602", "street2": "P O BOX 1602", "city": "SOUTH BEND", "state": "IN", "zip": "46634"}, "former-company": {"former-conformed-name": "FBT BANCORP INC", "date-changed": "19820818"}}
3
                                                   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 Executive Incentive 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                 100,000                $16.00                  $1,600,000             $147.20
(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.
Part I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

     The document(s) containing information specified by Part I of this Form S-8
Registration  Statement (the "Registration  Statement") will be sent or given to
participants in the 1st Source  Corporation  1982 Executive  Incentive Plan (the
"Plan"),  as specified  in Rule  428(b)(1)  promulgated  by the  Securities  and
Exchange  Commission  (the  "Commission")  under the  Securities Act of 1933, as
amended  (the  "1933  Act").  Such  document(s)  are not  being  filed  with the
Commission but constitute  (along with the documents  incorporated  by reference
into  the  Registration  Statement  pursuant  to Item 3 of Part  II  hereof),  a
prospectus that meets the requirements of Section 10(a) of the 1933 Act.

                                     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

     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.

     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.

Not applicable.

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
-----------------------------
Wellington D. Jones III                              Director

/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/ Daniel 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
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 Executive Incentive 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.