EXHIBIT 4.4

                                                         Amended as of 12/5/2002

                             1st SOURCE CORPORATION
                          1982 EXECUTIVE INCENTIVE PLAN


     1.  PURPOSE.  This  Executive  Incentive  Plan (the  "Plan") is intended to
promote the interest of 1st Source  Corporation,  an Indiana  corporation  ("1st
Source" or the  "Corporation") and its shareholders by attracting and motivating
educated,   self-disciplined  and  aggressive  managers,  and  by  providing  an
incentive to induce continued future  employment of certain key employees of the
Corporation  and  certain  key  employees  of one or  more  Subsidiaries  of the
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  January  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 and 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 THE PLAN.The  Committee  shall  determine the number of
shares of common stock of the  Corporation to be allocated to the Plan annually.
Such common stock is herein sometimes  referred to either as "book value shares"
or as "market value 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, those key
executives in Salary Levels VI, VII,  VIII and IX, or selected  executives  from
other  salary  levels as the Chief  Executive  Officer  may  recommend,  and the
Committee deems appropriate,  who are employees of the Corporation or any of its
subsidiaries,  who shall be  eligible  to receive an award  under the Plan.  The
Committee  shall make its selections  from  candidates  recommended by the Chief
Executive Officer. In making the allocation, the Committee shall consider, among
other items, the position and  responsibility  of the participant,  the value of
the future service to be performed,  the  compensation of the  participant,  the
actual earnings  performance of the  Corporation and the allocation  proposed by
the Chief  Executive  Officer.  The Committee  shall establish the amount of the
award to be granted to each participant.

     5. FORM OF ALLOCATION.  The Committee shall forthwith  advise each employee
selected to participate in an award by written  notice.  Each employee who shall
be the subject of an Award shall be designated as a "Participant."

          (a) The  Corporation  may provide an annual  award  consisting  of two
     distinct parts: (1) an amount payable in cash and earned  immediately,  and
     (2) an amount allocated immediately in book value or market value shares of
     common stock which must be earned over the succeeding five (5) years during
     which time they will be subject to a substantial  risk of  forfeiture.  The
     book value shares are restricted as described in paragraph 7 below.

          (b) The  Corporation  may also provide for a long-term award from time
     to time as  designated by the  Committee.  These awards will be granted for
     attainment  of  five-year  and other  longer-term  goals.  Such awards will
     consist of two  distinct  parts:  (1) an amount  payable in cash and earned
     immediately; and (2) an amount allocated immediately in market value shares
     of common stock of which 10% is earned  immediately  and the  remaining 90%
     must be earned over the  succeeding  nine (9) years  during which time they
     will be subject to a substantial risk of forfeiture.

          (c) The stock  portion of the awards shall be made in whole book value
     shares or whole market value shares  only.  No  fractional  shares shall be
     awarded.

     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
     transfer 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 law.

     7.  RESTRICTIONS.  By accepting the allocation of shares under this Plan, a
Participant agrees and consents to the following additional restrictions:

          (a) All unearned  shares shall be retained by  Corporation.  A receipt
     for  the  certificate  or  certificates  for  the  shares  allocated  to  a
     Participant  shall be delivered by the  Corporation  to a Participant on or
     after  the  date  of  issuance.  Such  Participant  thereupon  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 the  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 (except to issuer), 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,  the Participant shall, as the owner of book
     value or market value shares subject to restrictions hereunder, be entitled
     to such new or additional or different shares of stock or securities.

               (1)  In  the  case  of  such  a  stock  split,   stock  dividend,
          combination or other change involving 1st Source securities,  exchange
          for other 1st Source securities,  reclassification,  recapitalization,
          or  other  like  event  involving  the   distribution  of  1st  Source
          securities,  the certificate or  certificates  for, or other evidences
          of, such new or  additional  or  different  book value or market value
          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  to such new or additional or different
          book  value  or  market  value  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  book value or
          market value shares,  rights or other  securities shall be retained in
          safekeeping by the Corporation for the account of the Participant.

               (2) In the case of such an exchange for  securities  of an issuer
          other   than   1st   Source,   or  such  a   reorganization,   merger,
          consolidation,  or other  like event  involving  the  distribution  of
          securities of an issuer other than 1st Source,  which will result in a
          change of control of 1st  Source,  (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 distribution.  The Committee shall have full
          and sole  discretion  to determine  whether a change in control of 1st
          Source will occur for these purposes, but 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 to be a change of control.

          (c) The term "Restricted Period" with respect to any book value shares
     allocated  to  a  Participant  under  this  Plan  shall  mean  that  period
     commencing  with the date of issuance of such shares and ending on the date
     at  which  all  such  shares  have  been  purchased  from   Participant  by
     Corporation.

          (d) The term  "Forfeiture  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 over a five (5) year  period (for annual  awards) or a nine (9) year
     period (for  long-term  awards)  thereafter.  The  forfeiture  period shall
     terminate at an equal and proportionate rate for each year in which:

               (1) the Participant served  continuously as an employee,  for the
          full Plan Year, or in which the employee died, became totally disabled
          or retired at his normal retirement date while an employee, and during
          which,

               (2) for book value shares only,  the  Corporation's  consolidated
          earnings  grew at a rate not less than the rate of growth  established
          in advance by the Committee in connection with the applicable award.

          With  respect to book  value  shares  only,  for any year in which the
     cumulative growth rate is equal to or has exceeded the rate established for
     the  accumulated  years  subsequent  to the date of the award,  all risk of
     forfeiture is removed for those shares which were not released in that year
     or any prior  year in which  the  Corporation  failed to meet the  required
     annual or cumulative rate of return.

          (e) All stock subject to forfeiture shall be called "unearned stock."

          (f) For all  purposes  of this  Plan,  an Act of  Forfeiture  shall be
     deemed to be any one of the following:

               (1) With respect to shares subject to  Forfeiture,  the voluntary
          or involuntary  termination of the employment of a Participant  during
          the  Forfeiture  Period,  other  than by death,  disability  or normal
          retirement, or

               (2)   The   attempted   sale,   exchange,    transfer,    pledge,
          hypothecation,   assignment,   conveyance   or  other   voluntary   or
          involuntary  disposition  of any of the unearned stock all of which is
          hereby expressly prohibited by this agreement;

               (3) The  election by the  Participant  to be taxed in the year of
          receipt of the allocation of stock under Section 83(b) of the Internal
          Revenue Code of 1986 as amended, or

               (4) Termination of the five (5) year  Forfeiture  Period for book
          value shares if the earnings growth rate or cumulative growth rate has
          not been achieved, with respect to any portion of the unearned stock.

          (g)  Upon  the  occurrence  of an  Act  of  Forfeiture  relating  to a
     Participant,  the right, title and interest of all remaining unearned stock
     of Corporation  held by such Participant  shall be automatically  forfeited
     and  terminated  for all  purposes  and  Participant  agrees  on  behalf of
     himself, his personal  representative,  heirs,  legatees,  or successors to
     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  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,  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 of  specific
     performance  which is  authorized  and for which consent is hereby given by
     each Participant who accepts an allocation of shares under this Plan.

          (h) The right,  title and  interest  of any  transferee  of any shares
     acquired from a  Participant  under this Plan by will or by laws of descent
     and  distribution  will  and  shall  be  subject  to all of the  terms  and
     conditions of the Plan, including but without limitation,  the restrictions
     on transfer and the provisions relating to forfeiture.

          (i) The book value  shares may only be sold to the  Corporation  under
     the terms of this Plan. 1st Source may, in addition to any other  purchases
     required by this Plan, upon request of a participant,  purchase earned book
     value stock from the participant prior to death, disability, retirement, or
     other termination of employment. Any such purchase is limited to 50% of the
     participant's  shares of earned  book  value  stock  which,  at the time of
     purchase,  have been earned book value stock for at least seven years. Such
     a purchase is permitted  only upon  approval of the  Committee and only for
     the  following  reasons:  (1)  purchase  of  the  participant's   principal
     residence or a second home,  (2) payment of tuition or related  educational
     expenses for the participant, the participant's spouse, or a dependent, and
     (3)  financial  hardship.  The  Committee  will  have  sole  discretion  to
     determine  whether  the  enumerated  criteria  are being  satisfied  in any
     purchase.  Any transfer or purported  transfer made by a Participant at any
     time, except at the times and in the manner expressly authorized,  shall be
     null and void and the  Corporation  shall not be obligated to recognize nor
     to give effect to such  transfer  on its books or records nor to  recognize
     the person or persons to whom such purported  transfer has been made as the
     legal beneficial holder of such shares.

          (j) 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. MANDATORY RESALE OF BOOK VALUE STOCK.

          (a) If the  Participant  is employed  at the time of his death,  total
     disability, or retirement,  Participant or his personal representative must
     sell his book value stock back to the Corporation.

               (1) Twenty  percent (20%) of the purchase price will be paid each
          year  thereafter,  beginning on the first  anniversary  of the date of
          death, or retirement, or total disability.

               (2) The  purchase  price for any year  shall be the book value at
          the close of the year in which death,  total  disability or retirement
          occurs.

               (3) Any unearned  book value stock at date of  retirement  may be
          earned and sold to the Corporation under the above terms as earned.

               (4) At date of retirement or total  disability,  Participant  may
          elect to defer  the sale of all book  value  stock  for an  additional
          period  of up to five (5)  years  under  the sale  terms  above.  Such
          election  must be made for all  shares  the  sale  terms  above.  Such
          election  must be made for all shares  held at time of  retirement  or
          disability  in accordance  with the  requirements  established  by the
          Committee.  In such event the purchase price will be the book value at
          the end of the year  prior to the year in which the  payment  is to be
          made.

               (5) Payments  shall bear  interest at 1st Source  Bank's  current
          one-year certificate of deposit rate.

          (b) Upon  termination of employment by voluntary act of employee or by
     act of Corporation,  except death or disability or retirement,  all of such
     Participant's earned book value stock must be sold to Corporation.

               (1) The price to be paid by Corporation shall be the lower of (a)
          book value at the end of the year prior to year of  departure,  or (b)
          book value at the end of the year of  departure.  Book value  shall be
          determined by the Committee as described in Paragraph 9 below.

               (2)  Installments  of ten percent (10%) of the purchase  price of
          the  shares  shall  be  paid to the  Participant  each  year,  without
          interest.

          (c) If the  Committee in its sole  discretion  determines  in any case
     that lump sum payment instead of installment payment as required by Section
     8(a)  or  (b)  would  be   desirable   (whether  for   financial   reasons,
     administrative  ease,  or  otherwise)  due to  the  size  of  the  required
     installment  payments,  the  Committee  may order  without  consent  of the
     participant   such  lump  sum  payment  be  made  in  lieu  of  payment  in
     installments.  Such a lump sum payment  shall be in an amount  equal to the
     present value of the  installment  payments which would have otherwise been
     made discounted at the current Applicable Federal Rate.

     9. 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  indemnification 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 evidence 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.

          (f) Book  value.  Book value  under this Plan shall be  determined  in
     accordance with generally accepted accounting  principles,  as published in
     the Corporation's Annual Report.

          (g) Market value.  Market value under this Plan shall mean the average
     closing price of a share of common stock, as reported by NASDAQ,  or by any
     other  exchange  upon  which  the  shares  may  be  traded,  for  the  five
     consecutive  trading  days  ending  on the day on which  the value is to be
     determined  or if that  day is not a stock  trading  day,  then on the last
     preceding trading day.

     10.  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.

     11. POWERS OF EXECUTIVE  COMPENSATION  COMMITTEE.  The Committee shall have
the authority to make all  interpretations  of this plan in its sole discretion.
It shall make all administrative  rules and other  determinations and shall rule
upon all questions and requests with respect to the Plan.