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.