S-8

As filed with the Securities and Exchange Commission on May 1, 2013.

Registration No. 333-______

UNITED STATES

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

(State or other jurisdiction of incorporation)

35-1068133

(I.R.S. Employer Identification No.)

100 North Michigan Street, South Bend, Indiana 46601 (574) 235-2000

(Address of Principal Executive Offices)

1st Source Corporation Director Retainer Stock Plan

(Full Title of Plan)

John B. Griffith, Esquire

General Counsel

1st Source Corporation

100 North Michigan Street

South Bend, Indiana 46601

(574) 235-2000

(Name, address, and telephone number, including area code, of agent for service)

With copies to:

Eric R. Moy, Esquire

Barnes & Thornburg LLP

11 South Meridian Street

Indianapolis, Indiana 46204

(317) 231-7298

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	r	Accelerated filer	x
Non-accelerated filer (Do not check if a smaller reporting company)	r	Smaller reporting company	r

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share(2)	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock, without par value	100,000 shares	$23.74	$2,374,000	$323.82

(1)	Any additional shares of Common Stock of 1st Source Corporation to be issued as a result of stock dividends, stock splits, or similar transactions shall be covered by this Registration Statement as provided in Rule 416(a).
(2)	Calculated in accordance with Rule 457 solely for the purpose of calculating the registration fee and based on the average of the high and low sales prices per share of the Common Stock of 1st Source Corporation as reported on the NASDAQ Global Select Market on April 25, 2013, which date is within five (5) business days prior to the filing of this Registration Statement.

PART I

INFORMATION REQUIRED IN THE

SECTION 10(A) PROSPECTUS

The document(s) containing information specified by Part I of this Registration Statement will be sent or given to participants in the 1st Source Corporation Director Retainer Stock 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 “Securities 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 NOT REQUIRED IN PROSPECTUS

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”) pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) are incorporated by reference into this Registration Statement; provided, however, that we are not incorporating any information furnished under either Item 2.02 or Item 7.01 of any Current Report on Form 8-K:

·   The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

·   The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.

·   The Company’s Current Reports on Form 8-K filed on January 3, 2013, April 25, 2013, and April 29, 2013.

·   The information set forth under the caption “Description of Registrant’s Securities to be Registered” in the registrant’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 reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregister all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part thereof from the date of filing of 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 Company is an Indiana corporation. The Company’s officers and directors (and those who have agreed to such positions) are entitled to be indemnified under Indiana law and our Articles of Incorporation, as amended, against certain liabilities and expenses. Chapter 37 of The Indiana Business Corporation Law (the “IBCL”) requires a corporation, unless its articles of incorporation provide otherwise, to indemnify a director or an officer of the corporation who is wholly successful, on the merits or otherwise, in the defense of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, against reasonable expenses, including counsel fees, incurred in connection with the proceeding. The IBCL also permits a corporation to indemnify a director, officer, employee or agent who is made a party to a proceeding because the person was a director, officer, employee or agent of the corporation against liability incurred in the proceeding if (i) the individual’s conduct was in good faith and (ii) the individual reasonably believed (A) in the case of conduct in the individual’s official capacity with the corporation, that the conduct was in the corporation’s best interests and (B) in all other cases, that the individual’s conduct was at least not opposed to the corporation’s best interests and (iii) in the case of a criminal proceeding, the individual either (A) had reasonable cause to believe the individual’s conduct was lawful or (B) had no reasonable cause to believe the individual’s conduct was unlawful. The IBCL also permits a corporation to pay for or reimburse reasonable expenses incurred before the final disposition of a proceeding and permits a court of competent jurisdiction to order a corporation to indemnify a director or officer if the court determines that the person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the person met the standards for indemnification otherwise provided in the IBCL.

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The Company’s Articles of Incorporation, as amended, provide for mandatory indemnification of officers and directors (and those who have agreed to such positions) if they are wholly successful on the merits of a proceeding and satisfy the standards of conduct specified by the IBCL set forth in the preceding paragraph. The Articles of Incorporation, as amended, also provide that any director or officer of the Company or any person who is serving at the request of the Company as a director or officer of another entity shall be indemnified and held harmless by the Company to the same extent as the Company’s directors and officers. In any proceeding, an officer or director is entitled to be indemnified against all liabilities and expenses related to the proceeding, including attorneys’ fees, judgments, fines, penalties and amounts paid or to be paid in settlement. The Company’s Articles of Incorporation, as amended, also provide such persons with certain rights to be paid or reimbursed for expenses incurred in defending any such proceeding in advance of the final disposition. The Company’s Articles of Incorporation also provide that the Company has the discretion to indemnify employees and agents to the same extent, and on the same basis, as it is required to indemnify its officers and directors.

The Company’s By-Laws authorize the Company to maintain insurance to protect itself and any director, officer, employee or agent of the Company against expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the IBCL or pursuant to its Articles of Incorporation, as amended. The Company currently maintains such insurance.

Item 7.   Exemption from Registration Claimed

Not applicable.

Item 8.   Exhibits

Exhibit No.	Description
4.1	Articles of Incorporation of 1st Source Corporation, as amended April 30, 1996 (incorporated by reference to Exhibit 3(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 1996, filed on February 28, 1997)
4.2	By-Laws of 1st Source Corporation, as amended as of July 30, 2009, (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on July 31, 2009)
4.3*	1st Source Corporation Director Retainer Stock Plan
5.1*	Opinion of Barnes & Thornburg LLP
23.1*	Consent of Ernst & Young LLP
23.2	Consent of Barnes & Thornburg LLP (included in Exhibit 5.1)
24.1*	Limited Power of Attorney

* Filed herewith

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;

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(ii)   To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

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

provided, however, that paragraphs (1)(i) and (1)(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 with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of 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, where applicable, 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.

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SIGNATURES

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 April 25, 2013.

1st Source Corporation
By:	/s/ Christopher J. Murphy III
	Christopher J. Murphy III
	Chairman, President and Chief Executive Officer

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

SIGNATURE	TITLE(S)		DATE
/s/ Christopher J. Murphy III	Chairman, President and Chief Executive Officer and Director	)	April 25, 2013
Christopher J. Murphy III		)
		)
/s/ Andrea G. Short	Treasurer, Chief Financial Officer and Principal Accounting Officer	)	April 25, 2013
Andrea G. Short		)
		)
/s/ Allison N. Egidi	Director	)	April 25, 2013
Allison N. Egidi		)
		)
/s/ Daniel B. Fitzpatrick	Director	)	April 25, 2013
Daniel B. Fitzpatrick		)
		)
/s/ Tracy D. Graham	Director	)	April 25, 2013
Tracy D. Graham		)
		)
/s/ Wellington D. Jones III	Vice Chairman and Director	)	April 25, 2013
Wellington D. Jones III		)
		)
/s/ Craig A. Kapson	Director	)	April 25, 2013
Craig A. Kapson		)
		)
/s/ Najeeb A. Khan	Director	)	April 25, 2013
Najeeb A. Khan		)
		)
/s/ Vinod M. Khilnani	Director	)	April 25, 2013
Vinod M. Khilnani		)
		)
/s/ Rex Martin	Director	)	April 25, 2013
Rex Martin		)
		)
/s/ Christopher J. Murphy IV	Director	)	April 25, 2013
Christopher J. Murphy IV		)
		)
/s/ Timothy K. Ozark	Director	)	April 25, 2013
Timothy K. Ozark		)
		)
/s/ John T. Phair	Director	)	April 25, 2013
John T. Phair		)
		)
/s/ Mark D. Schwabero	Director	)	April 25, 2013
Mark D. Schwabero		)

EXHIBIT INDEX

Exhibit No.	Description
4.1	Articles of Incorporation of 1st Source Corporation, as amended April 30, 1996 (incorporated by reference to Exhibit 3(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 1996, filed on February 28, 1997)
4.2	By-Laws of 1st Source Corporation, as amended as of July 30, 2009, (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on July 31, 2009)
4.3*	1st Source Corporation Director Retainer Stock Plain
5.1*	Opinion of Barnes & Thornburg LLP
23.1*	Consent of Ernst & Young LLP
23.2	Consent of Barnes & Thornburg LLP (included in Exhibit 5.1)
24.1*	Limited Power of Attorney

* Filed herewith.

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EX-4.3

Exhibit 4.3

1ST SOURCE CORPORATION

DIRECTOR RETAINER STOCK PLAN

1.Purpose of the Plan.

The purpose of this 1st Source Corporation Director Retainer Stock Plan (the “Plan”) is to provide the directors of 1st Source Corporation, an Indiana corporation (the “Company”), with a convenient means to elect to invest their annual retainer in Company stock, and thereby further enhance their individual investment in the Company and further align their interests with the interests of other shareholders of the Company.

2.Definitions.

Unless the context clearly indicates otherwise, the following terms when used in the Plan shall have the following meanings:

(a)“Annual Retainer” means the annual fee paid to Eligible Directors for service as a member of the Board. As of the effective date of this Plan the Annual Retainer is paid, in respect of the calendar year typically in April of such year. Annual Retainer shall not include fees paid for services as a committee chair or for attending particular meetings of the Board or committees of the Board.

(b) “Board” means the Board of Directors of the Company.

(c)“Committee” means the committee appointed by the Board to administer the Plan. Unless otherwise determined by the Board, the Committee shall be the Executive Compensation and Human Resources Committee of the Board.

(d)“Common Stock” means the Common Stock, without par value, of the Company.

(e)“Election” means an election made by an Eligible Director pursuant to Section 7.

(f)“Election Date” means last day of the year prior to the year for which the Annual Retainer will be paid.

(g)“Eligible Director” means a member of the Board who is not an employee of the Company or a subsidiary of the Company.

(h)“Fair Market Value” of a share of Common Stock means an amount equal to the average of the closing prices per share of Common Stock as reported on NASDAQ for the two trading days immediately preceding the Retainer Payment Date.

(i) “NASDAQ” means The NASDAQ Stock Market, LLC.

(j)“Retainer Payment Date” means the fourth Thursday in April of the year for which the Annual Retainer is paid, or if such date in any year is not a day on which NASDAQ is open for trading, shall be the first day thereafter that is a trading day on NASDAQ.

(k)“Rule 16b-3” means Rule 16b-3 of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended, or any successor rule.

3.Plan Administration.

The Plan shall be administered by the Committee. Each member of the Committee shall qualify as a “non-employee director” under Rule 16b-3. The Committee shall have full power, discretion and authority to interpret and administer the Plan consistent with the express provisions of the Plan. The interpretation and construction of any provision of the Plan by the Committee shall be final and conclusive.

4.Effective Date, Applicable Date and Duration.

The Plan shall become effective on the date it is approved by the Board, unless the Board’s designates another date, and shall apply to Annual Retainers for the 2013 calendar year and subsequent years, subject to suspension, termination or amendment of the Plan pursuant to Section 9. The term of the Plan shall be indefinite.

5.Common Stock Subject to the Plan.

The maximum number of shares of Common Stock that may be issued under the Plan shall be 100,000 shares, subject to adjustment in accordance with Section 9. The shares of Common Stock issued under the Plan may be authorized and unissued shares of Common Stock and/or authorized and issued shares of Common Stock purchased or acquired by the Company for any purpose.

6.Calculation and Payment of Annual Retainer.

(a)The number of shares of Common Stock to be received by a director who has elected to receive all or part of his or her Annual Retainer in shares of Common Stock shall be calculated by dividing the dollar amount of the Annual Retainer by the Fair Market Value of one share of Common Stock on the Retainer Payment.

(b)The Company shall pay the Annual Retainer on the Retainer Payment Date.

(c)No fractional shares of Common Stock shall be issued pursuant to the Plan. The number of shares of Common Stock otherwise issuable to an Eligible Director on any Retainer Payment Date, if not a whole number, shall be rounded down to the nearest whole share, and any fractional share otherwise issuable shall be paid in cash.

(d)The Plan is not intended, and shall not be deemed, to limit the authority of the Board or any committee of the Board that is so authorized by the Board to increase or decrease the amount of the Annual Retainer or the period in respect of which it is paid from time to time.

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7.Election.

Prior to commencement of each year of service on the Board for which the Annual Retainer is paid, each Eligible Director shall make an Election as to whether his or her Annual Retainer for the next-following year to be paid in shares of Common Stock. The Election shall be made on a form provided to the Eligible Director by the Company for that purpose and that shall be returned to the Committee for receipt prior to the Election Date, and shall be dated and signed by the Eligible Director submitting the form. Any Election that is made in accordance with this Section 7 shall be binding with respect to the year for which the Annual Retainer is payable and all subsequent years unless prior to the Election Date for a subsequent year, the Eligible Director delivers a revocation of his or her Election. The Election shall apply to 100% of the Annual Retainer.

Notwithstanding the foregoing, only with respect to the Annual Retainer for the calendar year 2013 to be paid in April 2013, an Eligible Director may make an Election if such Election is delivered not later than April 30, 2013 and such Eligible Director’s Election to receive Common Stock in respect of the 2013 Annual Retainer is specifically approved by resolution of the Committee or the Board of Directors.

8.Suspension, Termination and Amendment of the Plan.

The Plan may be suspended, terminated or reinstated, in whole or in part, at any time by the Board. The Board may from time to time make such amendments to the Plan as it may deem advisable; provided, however, that no amendment shall amend the Plan in a manner that would require approval of the Company’s shareholders under the applicable requirements of NASDAQ or any national stock exchange on which the Company’s Common Stock is then listed.

9.Adjustment Provisions.

In the event of any recapitalization, reorganization, merger, consolidation, spin-off, combination, share exchange, stock split or reverse split, liquidation, dissolution, or other similar corporate transaction or event that affects the Common Stock such that the Committee determines that an adjustment is appropriate in order to prevent dilution or enlargement of Eligible Directors’ rights under the Plan, the Committee may make an adjustment in the number of shares of Common Stock subject to the Plan.

10.General Provisions.

(a)Notwithstanding any other provision of the Plan, the Company shall not be required to issue shares of Common Stock prior to the fulfillment of all of the following conditions:

(i)Any required listing or approval upon notice of issuance of such shares of Common Stock on any securities exchange on which the Common Stock may then be traded.

(ii)Any registration of the shares of Common Stock subject to the Plan under the Securities Act of 1933.

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(iii)Any registration or qualification of the shares of Common Stock under any state law or regulation or other qualification that the Board deems necessary.

(iv)Any other required consent or approval or permit from any state or Federal government agency.

The Company shall use its best efforts to effect promptly such registrations, listings, qualifications or other approvals and to comply promptly with such laws and regulations.

(b)Nothing contained in the Plan will confer upon any director any right to continue to serve as a member of the Board. The Plan shall not interfere with or limit in any way the right of the Company to remove an Eligible Director from the Board.

(c)The adoption of the Plan by the Board shall not be construed as creating any limitations on the power of the Board to adopt such other compensatory arrangements for members of the Board as it may deem desirable.

(d)To the extent not preempted by Federal law, the Plan shall be construed in accordance with and governed by the internal laws of the State of Indiana.

(e)In the event any provision of the Plan or any action taken pursuant to the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included, and the illegal or invalid action shall be deemed null and void.

(f)The issuance of shares of Common Stock under the Plan shall be subject to applicable taxes or other laws or regulations of the United States of America or any state having jurisdiction. To the extent required by applicable law or regulation, an Eligible Director must arrange with the Company for the payment of any Federal, state or local income or other tax applicable to the receipt of Common Stock under the Plan before the Company shall be required to issue shares of Common Stock to an Eligible Director.

(g)Titles and headings of sections of the Plan are for convenience of reference only and shall not affect the construction of any provision of the Plan.

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EX-5.1

Exhibit 5.1

[Letterhead of Barnes & Thornburg LLP]

May 1, 2013

Board of Directors

1st Source Corporation

100 North Michigan Street

South Bend, Indiana  46601

Re: 1st Source Corporation Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to 1st Source Corporation (the “Company”) in connection with the registration statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), covering up to 100,000 shares of the Common Stock of 1st Source Corporation, no par value (the “Shares”), available for issuance pursuant to the 1st Source Corporation Director Retainer Stock Plan (the “Plan”).

Based upon our review of the Company’s Articles of Incorporation, as amended April 30, 1996, the Company’s By-Laws, as amended July 30, 2009, and the Plan and documents related thereto, and such other documents as we have deemed necessary and appropriate, we are of the opinion that the Shares, if and when, issued and paid pursuant to the Plan, will be validly issued, fully paid and nonassessable.

We consent to the filing of this opinion as an Exhibit 5.1 to the Registration Statement.

Sincerely,

/s/ Barnes & Thornburg LLP

BARNES & THORNBURG LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the 1st Source Corporation Director Retainer Stock Plan of our reports, dated February 22, 2013, with respect to the consolidated financial statements of 1st Source Corporation (the “Company”) and the effectiveness of the Company’s internal control over financial reporting, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Chicago, Illinois

May 1, 2013

EX-24.1

Exhibit 24.1

1st Source Corporation

Limited Power of Attorney

The undersigned director and/or officer of 1st Source Corporation, an Indiana corporation (the “Company”), does hereby make, constitute and appoint each of Andrea G. Short and John B. Griffith, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including pre-effective and post-effective amendments to a Registration Statement or Registration Statements to be filed on Form S-8 or other applicable form, with all exhibits thereto, and any other documentation in connection therewith, to be filed by said Company with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Limited Power of Attorney this 25th day of April, 2013.

/s/ Allison N. Egidi	/s/ Rex Martin
Allison N. Egidi	Rex Martin
/s/ Daniel B. Fitzpatrick	/s/ Christopher J. Murphy III
Daniel B. Fitzpatrick	Christopher J. Murphy III
/s/ Tracy D. Graham	/s/ Christopher J. Murphy IV
Tracy D. Graham	Christopher J. Murphy IV
/s/ Wellington D. Jones III	/s/ Timothy K. Ozark
Wellington D. Jones III	Timothy K. Ozark
/s/ Craig A. Kapson	/s/ John T. Phair
Craig A. Kapson	John T. Phair
/s/ Najeeb A. Khan	/s/ Mark D. Schwabero
Najeeb A. Khan	Mark D. Schwabero
/s/ Vinod M. Khilnani
Vinod M. Khilnani

STATE OF INDIANA	)
	) SS:
COUNTY OF ST. JOSEPH	)

Before me, a Notary Public, in and for said county and state, personally appeared Allison N. Egidi, Daniel B. Fitzpatrick, Tracy D. Graham, Wellington D. Jones III, Craig A. Kapson, Najeeb A. Khan, Vinod M. Khilnani, Rex Martin, Christopher J. Murphy III, Christopher J. Murphy IV, Timothy K. Ozark, John T. Phair and Mark D. Schwabero, who executed the above and foregoing Limited Power of Attorney on April 25, 2013.

Witness my hand and Notarial Seal this 25th day of April, 2013.

	/s/ Linda S. Wojciechowski
	Notary Public
	Linda S. Wojciechowski
	Printed Name
My Commission Expires:	Residing in St. Joseph County, Indiana
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