-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P6jCe7QC/0P4tGwPRN/marNqmyjYuWsBWYZpi6XZoUKpDzmkWl6qLQtwD68Yv0jU iT248hvvbNdkqaTvFjbRVQ== 0000908834-02-000342.txt : 20021206 0000908834-02-000342.hdr.sgml : 20021206 20021206172359 ACCESSION NUMBER: 0000908834-02-000342 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20021206 EFFECTIVENESS DATE: 20021206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 1ST SOURCE CORP CENTRAL INDEX KEY: 0000034782 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 351068133 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-101711 FILM NUMBER: 02851486 BUSINESS ADDRESS: STREET 1: 100 NORTH MICHIGAN STREET CITY: SOUTH BEND STATE: IN ZIP: 46601 BUSINESS PHONE: 2192352702 MAIL ADDRESS: STREET 1: P O BOX 1602 STREET 2: P O BOX 1602 CITY: SOUTH BEND STATE: IN ZIP: 46634 FORMER COMPANY: FORMER CONFORMED NAME: FBT BANCORP INC DATE OF NAME CHANGE: 19820818 S-8 1 s8_eip3.txt S8 EIP ($147.50) 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 200,000 $16.00 $3,200,000 $294.40
(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 Restricted Stock Award 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. S-2 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/ 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
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. EX-4.4 3 res_plan.txt 1982 RESTRICTED STOCK AWARD PLAN EXHIBIT 4.4 Amended as of 12/5/2002 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." 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. (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. 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. (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. 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. EX-5 4 ex5_2op.txt OPINION LETTER Exhibit 5 December 5, 2002 Securities & Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, DC 20549 RE: 1st Source Corporation Form S-8 Registration Statement 1st Source Corporation 1982 Restricted Stock Award Plan and Reoffer Prospectus Ladies and Gentlemen: Reference is made to the Registration Statements of 1st Source Corporation (the "Company") on Form S-8 (the "Registration Statement") relating to the Company's 1982 Restricted Stock Award Plan which includes distinct filings for the Plan and another with a Reoffer Prospectus (the "Plans"), concurrently being filed with the Securities and Exchange Commission pursuant to which the Company's Common Stock, without par value per share (the "Shares"), is being offered under the Plans. I, or members of my staff subject to my supervision, have examined originals or copies, certified or otherwise identified to my satisfaction, of such corporate records, certificates of public officials, and other documents as I have deemed necessary or relevant as a basis for my opinion set forth herein. On the basis of the foregoing, it is my opinion that the Shares issued and delivered as contemplated by the Registration Statement and the Plans, including fulfillment of the terms of the Plans and the lapsing of the restrictions on the Shares pursuant to the Plans, will be duly authorized, validly issued, fully paid and non-assessable, and will constitute valid and binding obligations of the Company, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws of general applicability relating to or affecting enforcement of creditors' rights or by general principles of equity. This opinion is limited to the laws of the State of Indiana and the Federal law. I hereby consent to the filing of this opinion as an exhibit to the Registrations Statement. Very truly yours, /s/ John B. Griffith --------------------- John B. Griffith JBG/sam Enclosures EX-23.1 5 ex23_12ern.txt CONSENT OF E&Y Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the 1st Source Corporation 1982 Restricted Stock Award Plan of our report dated January 14, 2002, with respect to the consolidated financial statements of 1st Source Corporation incorporated by reference in the Annual Report (Form 10-K) for the two years ended December 31, 2001, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP Columbus, Ohio Dated: December 6, 2002 EX-23.2 6 ex23_22pri.txt CONSENT OF PRICEWATERHOUSECOOPERS Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the 1st Source Corporation 1982 Restricted Stock Award Plan of our report dated February 15, 2000, relating to the consolidated financial statements of 1st Source Corporation and subsidiaries as of December 31, 1999, incorporated by reference in its Annual Report on Form 10-K for the year ended December 31, 2001. /s/ PricewaterhouseCoopers LLP Chicago, Illinois Dated: December 6, 2002 -----END PRIVACY-ENHANCED MESSAGE-----