Securities Registration Statement (simplified Form) (s-3)

Share Name	Share Symbol	Market	Type
1st Source Corporation	NASDAQ:SRCE	NASDAQ	Common Stock

	Price Change	% Change	Share Price	Bid Price	Offer Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	0.00	0.00%	50.20	46.35	53.50				0	09:05:10

Registration No. 333-______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________

FORM S-3

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
	(IRS Employer Identification No.)

	100 North Michigan Street, South Bend, Indiana 46601 \| (574) 235-2000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

			John B. Griffith, Esquire
			General Counsel
			1st Source Corporation
			100 North Michigan Street
			South Bend, Indiana 46601
		(574) 235-2000
(Name, address, including zip code, 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
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable upon the initiation by one or more selling shareholders following the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. r

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. r

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box: r

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box: r

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

CALCULATION OF REGISTRATION FEE


Title of each class of securities to be registered	Amount to be registered⁽¹⁾	Proposed maximum offering price per unit⁽²⁾	Proposed maximum aggregate offering price⁽²⁾	Amount of registration fee
Common Stock, without par value	3,068,851 shares	$32.14	$98,617,527	$9,931

________________________________________________________________________________________

(1)	The Registrant is hereby registering for resale 3,068,851 shares of the Registrant’s common stock pursuant to the terms of the Registration Rights Agreement, dated as of October 8, 2015, among the Registrant and the selling shareholders. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional shares of common stock as may be issuable with respect to the shares being issued hereunder as a result of stock splits, stock dividends or similar transactions.

(2)	The offering price is estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act using the average of the high and low prices of the Registrant’s common stock as reported on The NASDAQ Global Select Market on November 3, 2015, which was $32.14 per share.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, Dated November 10, 2015

PROSPECTUS

3,068,851 Shares of Common Stock, without par value

This prospectus relates to the potential resale from time to time by selling shareholders of 3,068,851 shares of our common stock. We are filing the registration statement of which this prospectus forms a part pursuant to the provisions of a registration rights agreement executed in connection with a settlement of litigation between 1st Source Bank, as Trustee (“Trustee”) of certain trusts described herein under which the Trustee holds shares of our common stock, and the beneficiaries of such trusts. For information about the selling shareholders see “Selling Shareholders” on page 7. We will not receive any of the proceeds from the sale of our shares of common stock by the selling shareholders.

The selling shareholders and their successors, including transferees, which we collectively refer to as the “Selling Shareholders”, may offer the securities from time to time directly or through underwriters, broker-dealers or agents and in one or more public or private transactions and at fixed prices, prevailing market prices, at prices related to prevailing market prices or at negotiated prices. If these securities are sold through underwriters, broker-dealers or agents, the selling shareholders will be responsible for underwriting discounts or commissions or agents’ commissions.

We do not know when or in what amounts the selling shareholders may offer shares for sale. The selling shareholders might not sell any of the shares registered pursuant to the registration statement of which this prospectus forms a part.

Our common stock trades on the Nasdaq Global Select Market under the symbol “SRCE.” On November 9, 2015, the closing price of our common stock on the Nasdaq Global Select Market was $33.56 per share. You are urged to obtain current market quotations of the common stock.

This investment involves risks. See “Risk Factors” on page 4.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is November 10, 2015.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS	1
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	1
PROSPECTUS SUMMARY	4
RISK FACTORS	4
USE OF PROCEEDS	5
DESCRIPTION OF COMMON STOCK	5
PLAN OF DISTRIBUTION	5
SELLING SHAREHOLDERS	7
LEGAL MATTERS	10
EXPERTS	10
WHERE YOU CAN FIND MORE INFORMATION	10
INCORPORATION BY REFERENCE	11

ABOUT THIS PROSPECTUS

In this prospectus, unless otherwise indicated, the terms “we,” “us,” “our” and the “Company” refer to 1st Source Corporation and, where appropriate, our subsidiary companies.

1st Source Bank (the “Bank”) is an Indiana banking corporation and wholly owned subsidiary of the Company. The Bank serves as trustee (the “Trustee”) of various trusts held for the benefit of Mrs. Ernestine Raclin and her descendants. Thirty-eight of the trusts hold shares of our common stock. These 38 trusts are collectively referred to as the “Morris Trusts”.

In 2012, the Trustee filed an action in St. Joseph Probate Court, St. Joseph County, Indiana, to resolve certain matters related to 22 of the 38 Morris Trusts (the “Litigation”). Two of Mrs. Raclin’s children (and their respective children) filed a counter-petition. The parties reached a settlement of the Litigation which was approved by the Court on October 8, 2015. In connection with the settlement, the Selling Shareholders (the Trustee, as trustee of the Morris Trusts, and certain of the beneficiaries of the Morris Trusts) and the Company entered into a Registration Rights Agreement, dated October 8, 2015. The Company agreed to use commercially reasonable best efforts to register the shares held by the Selling Shareholders for resale under the Securities Act. Pursuant to the Registration Rights Agreement, the Company has filed with the Securities and Exchange Commission a registration statement of which this prospectus is a part, using a “shelf” registration, or continuous offering, process. Under this shelf registration process, the Selling Shareholders may, from time to time, offer and sell, in one or more transactions, the securities described in this prospectus.

We may provide one or more prospectus supplements containing specific information about the terms of a particular offering by the Selling Shareholders. The prospectus supplements may add, update or change information in this prospectus. If the information in this prospectus is inconsistent with a prospectus supplement, you should rely on the information in the prospectus supplement. You should read both this prospectus and, if applicable, any prospectus supplements. You should rely only on the information contained or incorporated by reference in this prospectus. We have not, and any underwriters have not, authorized anyone to provide you with information different from that contained in this prospectus, and in any prospectus supplements. If anyone provides you with different or inconsistent information, you should not rely on it.

The Selling Shareholders are not offering to sell shares of common stock or seeking offers to buy shares of common stock in any jurisdiction where offers and sales are not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the common stock offered hereby.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, including information incorporated into this prospectus by reference, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.

All statements other than statements of historical fact are statements that could be forward-looking statements. Words such as “believe,” “contemplate,” “seek,” “plan,” “possible,” “assume,” “expect,” “intend,” “targeted,” “continue,” “remain,” “estimate,” “anticipate,” “project,” “will,” “should,” “indicate,” “would,” “may” and other similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance, nor should they be relied upon as representing management’s views as of any subsequent date. The forward-looking statements are based on our expectations and are subject to a number of risks and uncertainties.

All written or oral forward-looking statements that are made by or attributable to us are expressly qualified in their entirety by this cautionary notice. We have no obligation and do not undertake to update, revise, or correct any of the forward-looking statements after the date of this report, or after the respective dates on which such statements otherwise are made. We have expressed our expectations, beliefs, and projections in good faith and we believe they have a reasonable

basis. However, we make no assurances that our expectations, beliefs, or projections will be achieved or accomplished. These forward-looking statements may not be realized due to a variety of factors, including, without limitation, the following:

Local, regional, national, and international economic conditions and the impact they may have on us and our clients and our assessment of that impact.

Changes in the level of nonperforming assets and charge-offs.

Changes in estimates of future cash reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements.

Changes in regulatory supervision and oversight, including monetary policy and capital requirements.

Legislation and/or regulation affecting the financial services industry as a whole, and the Company and its subsidiaries in particular, including the effects resulting from the reforms enacted by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and the adoption of regulations by regulatory bodies under the Dodd-Frank Act.

Inflation, interest rate, securities market, and monetary fluctuations.

Political instability.

Acts of war or terrorism.

Substantial increases in the cost of fuel.

The timely development and acceptance of new products and services and perceived overall value of these products and services by others.

Changes in consumer spending, borrowings, and savings habits.

Changes in the financial performance and/or condition of our borrowers.

Technological changes.

Acquisitions and integration of acquired businesses.

The ability to increase market share and control expenses.

Changes in the competitive environment among bank holding companies.

The effect of changes in accounting policies and practices and auditing requirements, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board, and other accounting standard setters.

Changes in our organization, compensation, and benefit plans.

The costs and effects of legal and regulatory developments including the resolution of legal proceedings or regulatory or other governmental inquires and the results of regulatory examinations or reviews.

Greater than expected costs or difficulties related to the integration of new products and lines of business.

The slowing or failure of economic recovery.

Our success at managing the risks described under the caption “Risk Factors.”

Additional factors that could cause our results to differ materially from those described in the forward-looking statements can be found in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the Commission.

PROSPECTUS SUMMARY

The Company:

We are a bank holding company incorporated in the State of Indiana and headquartered in South Bend, Indiana. We provide, through our subsidiaries a broad array of financial products and services. Our principal subsidiary, 1st Source Bank, offers commercial and consumer banking services, trust and investment management services, and insurance to individual and business clients through most of its 82 banking center locations in 17 counties in Indiana and Michigan. 1st Source Bank’s Specialty Finance Group, with 22 locations nationwide, offers specialized financing services for new and used private and cargo aircraft, automobiles and light trucks for leasing and rental agencies, medium and heavy duty trucks, construction equipment, and environmental equipment. While concentrated in certain equipment types, we serve a diverse client base.

Our principal executive and administrative offices are located at 100 North Michigan Street, South Bend, Indiana 46601 and our telephone number is (574) 235-2000.

The Offering:

This prospectus relates to the potential resale from time to time by the Selling Shareholders of 3,068,851 shares of our common stock. We are filing the registration statement of which this prospectus forms a part pursuant to the provisions of the Registration Rights Agreement, which we entered into with the Selling Shareholders in connection with settlement of the Litigation. In that agreement, we agreed to provide certain registration rights with respect to sales by the Selling Shareholders of the shares of our common stock. We will not receive any of the proceeds from the sale of our common stock by the Selling Shareholders.

The Selling Shareholders may offer the securities from time to time directly or through underwriters, broker-dealers or agents and in one or more public or private transactions and at fixed prices, prevailing market prices, at prices related to prevailing market prices or at negotiated prices. If these securities are sold through underwriters, broker-dealers or agents, the Selling Shareholders will be responsible for underwriting discounts or commissions or agents’ commissions.


Common stock offered in this prospectus		3,068,851 shares of common stock

Common stock outstanding as of November 10, 2015		26,082,147 shares

Use of proceeds		We will not receive any proceeds from the sale of the securities by the Selling Shareholders. See “Use of Proceeds.”

Risk factors		The shares of common stock offered in this prospectus involve a high degree of risk. See “Risk Factors.”

Nasdaq Global Select Market for our common stock		“SRCE”

RISK FACTORS

Investing in our securities involves a high degree of risk. Please see the risk factors described under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2014 as well as any updated risk

factors described in our Annual Reports on Form 10-K or Quarterly Reports on Form 10-Q which we may file with the Commission in the future, all of which are incorporated by reference in this prospectus and in any accompanying prospectus supplement.

Before making an investment decision, you should carefully consider these risks as well as information we include or incorporate by reference in this prospectus and in any accompanying prospectus supplement. The risks and uncertainties we have described are not the only ones facing our company. Additional risks and uncertainties not presently known to us or that currently seem immaterial may also affect our business operations. You should also consider the other important factors that can affect our business discussed under the caption “Special Note Regarding Forward-Looking Statements.”

USE OF PROCEEDS

We will not receive any proceeds from the resale of shares of common stock offered by this prospectus. See “Selling Shareholders” and “Plan of Distribution” in this prospectus.

DESCRIPTION OF COMMON STOCK

General

The following is a brief description of our common stock that may be resold by the Selling Shareholders. This summary does not purport to be complete in all respects. This description is subject to and qualified in its entirety by reference to our articles of incorporation and amended bylaws. See “Where You Can Find More Information.”

We have 40,000,000 shares of authorized common stock, without par value per share, of which 26,082,147 shares were outstanding as of November 10, 2015.

Holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of shareholders. Holders of shares of common stock are not entitled to cumulative voting rights in the election of directors. In the event of our liquidation, dissolution or winding up, holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities and liquidation preferences, if any, on any outstanding shares of preferred stock. Holders of common stock have no preemptive rights and have no rights to convert their common stock into any other securities. The common stock is not redeemable. All of the outstanding shares of 1st Source common stock are fully paid and non-assessable.

Our common stock is listed on the Nasdaq Global Select Market.

Transfer Agent and Registrar

The transfer agent and registrar for 1st Source common stock is American Stock Transfer & Trust Company.

PLAN OF DISTRIBUTION

The Selling Shareholders and their successors, including their transferees, may sell the securities directly to purchasers or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the Selling Shareholders or the purchasers of the securities. These discounts, concessions or commissions as to any particular underwriter, broker-dealer or agent may be in excess of those customary in the types of transactions involved.

The securities may be sold in one or more transactions at fixed prices, at prices then prevailing or at prices related to the current market price or at negotiated prices. These sales may be effected in transactions, which may involve block transactions, in the following manner:

on any national securities exchange or quotation service on which the common stock may be listed or quoted at the time of sale, including, as of the date of this prospectus, the Nasdaq Global Select Market;

in the over-the-counter market; or

in transactions otherwise than on these exchanges or services or in the over-the-counter market;

involving one or more of the following:

an offering in which any or all of the Selling Shareholders’ shares are sold to an underwriter for reoffering to the public, whether on a firm commitment or best efforts basis;

purchases by a broker-dealer as principal and resale by the broker-dealer for its own account;

brokerage transactions in which the broker-dealer as agent solicits purchases, which may involve compensation in excess of customary commissions;

private transactions negotiated by the Selling Shareholders or their agents directly with purchasers;

exchange distributions in accordance with the rules of the applicable exchange;

through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; or

any other lawful transaction.

In addition, any securities that qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than pursuant to this prospectus. In addition, the Selling Shareholders may sell, transfer or otherwise dispose of, at any time and from time to time, shares of our common stock in other transactions exempt from the registration requirements of the Securities Act.

In connection with the sale of the shares or otherwise, the Selling Shareholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Shareholders may also sell short the securities and deliver securities to close out short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities.

The aggregate proceeds to the Selling Shareholders from the sale of the securities will be the purchase price of the securities less discounts and commissions, if any.

In effecting sales, broker-dealers or agents engaged by the Selling Shareholders may arrange for other broker-dealers to participate. Broker-dealers or agents may receive commissions, discounts or concessions from the Selling Shareholders in amounts to be negotiated immediately prior to the sale.

In offering the securities covered by this prospectus, the Selling Shareholders and any broker-dealers who execute sales for the Selling Shareholders may be deemed to be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act in connection with such sales. Any profits realized by the Selling Shareholders and the compensation of any broker-dealer may be deemed to be underwriting discounts and commissions. Selling shareholders who are “underwriters” within the meaning of Section 2(a)(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory and regulatory liabilities, including liabilities imposed pursuant to Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934 (the “Exchange Act”).

In order to comply with the securities laws of certain states, if applicable, the securities must be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states the securities may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

The anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of securities pursuant to this prospectus and to the activities of the Selling Shareholders. In addition, we will make copies of this prospectus available to the Selling Shareholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act, which may include delivery through the facilities of the Nasdaq Global Select Market pursuant to Rule 153 under the Securities Act.

At the time a particular offer of securities is made, if required, a prospectus supplement will set forth the number and type of securities being offered and the terms of the offering, including the name of any underwriter, dealer or agent, the purchase price paid by any underwriter, any discount, commission and other item constituting compensation, any discount, commission or concession allowed or reallowed or paid to any dealer, and the proposed selling price to the public.

We have agreed to indemnify the Selling Shareholders against certain liabilities, including certain liabilities under the Securities Act. We have also agreed, among other things, to register the securities and bear substantially all expenses in connection with the registration of the securities covered by this prospectus and associated state securities law qualifications. We will not bear transaction expenses associated with offers of shares except in the case of limited underwritten offerings. We will not bear transaction expenses associated with an underwritten offering in excess of $100,000 (up to an aggregate of $400,000 for four underwritten offerings).

SELLING SHAREHOLDERS

We are registering for resale an aggregate of 3,068,851 of our common shares to be sold by the Selling Shareholders set forth herein. Once the registration statement, of which this prospectus is a part, is declared effective, the common shares held by the Selling Shareholders indicated in the table below as having been registered under such registration statement will be available for resale in the public market.

The registration for resale of the shares of our common stock by the Selling Shareholders is an accommodation extended to the Selling Shareholders pursuant to the settlement of the Litigation. We do not know when or in what amounts the Selling Shareholders may offer shares for sale. The Selling Shareholders might not sell any of the shares registered pursuant to the registration statement of which this prospectus forms a part. Because the Selling Shareholders may offer all or some of the shares pursuant to the registration statement of which this prospectus forms a part and because there are currently no agreements or understandings with respect to the sale of any shares, we cannot estimate the number of shares that will be held by the Selling Shareholders after completion of this offering.

1st Source Bank is the Trustee of various trusts held for the benefit of Mrs. Ernestine Raclin and her descendants. Thirty-eight of those trusts hold shares of our common stock. These 38 trusts are collectively referred to as the “Morris Trusts”. The Bank has served as Trustee of the Morris Trusts continuously since 1985. There are four groups of Morris Trusts, divided according to family line groups corresponding to Mrs. Raclin’s four living children, namely Ernestine C. Nickle, Stanley C. Carmichael, Oliver C. Carmichael III and Carmen C. Murphy (the “Raclin Siblings”).

The Selling Shareholders are:

the Trustee, as trustee of certain of the Morris Trusts, and

certain beneficiaries of such Morris Trusts.

In 2012, the Trustee filed an action in St. Joseph Probate Court, St. Joseph County, Indiana, to resolve certain matters related to 22 of the 38 Morris Trusts (the “Litigation”). Two of the Raclin Siblings and their respective children filed a counter-petition objecting to the Trustee’s proposed division of the Morris Trusts and alleging that the Trustee breached its duty by, among other things, failing to diversify the assets in the Morris Trusts. The parties reached a settlement of these proceedings which was approved by the Court on October 8, 2015 and became effective on that date. Pursuant to the settlement agreement, six of the Morris Trusts that were not otherwise allocated among the four family groups were divided into subtrusts corresponding to the four separate family lines. The Morris Trusts were modified to allow representatives of the four respective family trust lines (if and when they so choose) to direct the trustee (or appoint a special trustee) to diversify the Company stock holdings in such trusts. Each family line representative may also separately direct the Trustee to engage an independent proxy service to provide voting recommendations to the Trustee, in which case the Trustee has agreed to vote the Company shares in the trusts of such family line in accordance with the recommendations of such

independent proxy service, unless to do so would be contrary to applicable Commission legal and regulatory guidelines and requirements or violate the Trustee’s fiduciary obligations. If the family representative appoints a special trustee for shares in one or more trusts in such representative’s family group, the special trustee will have power to vote such shares.

In connection with the settlement, the Selling Shareholders (the Trustee, as trustee of the Morris Trusts, and certain of the beneficiaries of the Morris Trusts) and the Company entered into a Registration Rights Agreement, dated October 8, 2015. The Company agreed to use commercially reasonable best efforts to register the shares held by the Selling Shareholders for resale under the Securities Act. Pursuant to the Registration Rights Agreement, the Company has filed with the Securities and Exchange Commission a registration statement of which this prospectus is a part, using a “shelf” registration, or continuous offering, process. Under this shelf registration process, the Selling Shareholders may, from time to time, offer and sell, in one or more transactions, the securities described in this prospectus.

The Registration Rights Agreement obligates us to file the registration statement and seek to maintain the effectiveness of the registration statement at our expense. If a Selling Shareholder proposes an underwritten offering of the Company shares covered by this prospectus, we are obligated to take steps to coordinate the opportunity for other Selling Shareholders to participate in such transaction if they choose and otherwise reasonably cooperate with the underwriting. We will not bear transaction expenses associated with any underwritten offering in excess of $100,000 (up to an aggregate of $400,000 for four underwritten offerings).

Beneficial ownership is determined in accordance with the rules of the Commission and includes voting or investment power with respect to the securities. Unless and until the family representative of a separate family trust line appoints a special trustee for shares in one or more trusts in such representative’s family group, the Trustee will have sole voting power and the respective family representative will have shared investment power with respect to the Company common shares held in trust, and will be deemed the beneficial owner of the shares. If a family representative of a separate family trust line appoints a special trustee for shares in one or more trusts in such representative’s family group, then the Trustee and that special trustee will each have investment power with respect to the Company common shares held in trust, and both will be deemed a beneficial owner of the shares.

The Selling Shareholders have a material relationship with the Company due to the Bank’s role as Trustee of the Morris Trusts and their family relationship with Ernestine M. Raclin, Chairman Emeritus of the Company. In addition, Mrs. Raclin’s daughter, Carmen C. Murphy, a beneficiary of one of the Morris Trusts and the family representative for one of the four family lines in which the trusts are categorized, is the wife of Christopher J. Murphy III, the current Chairman of the Board and Chief Executive Officer of the Company. In addition, Allison N. Egidi and Christopher J. Murphy IV, directors of the Company, and Christopher J. Murphy III, the current Chairman of the Board and Chief Executive Officer of the Company, are beneficiaries of certain trusts in the four family lines.

Information about the Selling Shareholders may change over time and changed information will be set forth in supplements to this prospectus if and when necessary. In addition, the Selling Shareholders listed in the table below may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time, shares of our common stock in transactions exempt from the registration requirements of the Securities Act after the date on which they provided the information set forth on the table below.

The following table sets forth: (1) the name of each Selling Shareholder for whom we are registering the resale of shares under the registration statement of which this prospectus is a part; (2) the number of our shares of common stock owned by such Selling Shareholder prior to this offering and percentage of such shares of the total number of the Company’s issued and outstanding shares, calculated based on 26,082,147 outstanding as of the date of this prospectus; and (3) the number of our shares of common stock being offered pursuant to this prospectus. The registration of shares of common stock for resale pursuant to this registration statement does not necessarily mean that the Selling Shareholders will sell all or any shares of common stock offered by this prospectus. However, for illustrative purposes, we also set forth the number of shares that would be beneficially owned by each Selling Shareholder based on the assumption that all shares offered by this prospectus are sold.

Selling Shareholder⁽¹⁾	Common Shares Owned Prior to the Offering					Common Shares Being Offered Pursuant to		Shares Beneficially Owned Assuming All Shares Covered by this Prospectus are Sold
	Number		Percent			this Prospectus		Number		Percent
1st Source Bank, As Trustee of the Morris Trusts⁽²⁾		6,764,842		25.94	%		2,846,845		3,917,997		15.02	%
Stanley C. Carmichael		9,125		*			9,125		0		*
Andrew W. Nickle		6,575		*			6,575		0		*
Ernestine C. Nickle		206,306		*			206,306		0		*

* Less than one percent.

(1)	The term “Selling Shareholders” includes donees, pledgees, transferees or other successors-in-interest (including any co-trustee, special trustee or successor trustee) selling shares received after the date of this prospectus from a Selling Shareholder as a gift, pledge, partnership distribution or other non-sale related transfer.
(2)	Particular trusts comprising the Morris Trusts and division of the Trusts among the four family groups are shown in the table below.

List of Morris Trusts by Family Groups with Initial Holdings of Common Stock
and Shares Registered for Resale under This Prospectus

1st Source Bank, as Trustee of Morris Trusts for benefit of Ernestine C. Nickle and Family	Initial Shares Held		Shares Registered for Resale
E. L. Morris FBO E.C. Nickle		54,453		54,453
E. C. Nickle Charitable Annuity Trust		115,691		115,691
E.L. Morris Trust FBO Ernestine C. Nickle Family		708,291		708,291
Ernestine M. Raclin Charitable Irrev Trust FBO Ernestine C. Nickle Family		147,257		147,257
Ernestine M. Raclin Irrevocable Trust FBO Ernestine C. Nickle Family		229,932		229,932
Ella Morris Charitable Trust FBO Ernestine C. Nickle Family		1,598		1,598
E. L. Morris Irrev Charitable Living Trust FBO Ernestine C. Nickle Family		6,229		6,229
Ernestine M. Raclin Irrevocable Trust FBO Ernestine C. Nickle Family		228,383		228,383
		1,491,834		1,491,834

1st Source Bank, as Trustee of Morris Trusts for benefit of S.C. Carmichael and Family	Initial Shares Held		Shares Registered for Resale
E. L. Morris FBO S.C. Carmichael		2,703		2,703
S.C. Carmichael Charitable Annuity Trust		30,618		30,618
E. L. Morris Trust FBO S.C. Carmichael Family		708,291		708,291
Ernestine M. Raclin Charitable Irrev Trust FBO S.C. Carmichael Family		147,257		147,257
Ernestine M. Raclin Irrevocable Trust FBO S.C. Carmichael Family		229,932		229,932
Ella Morris Charitable Trust FBO S.C. Carmichael Family		1,598		1,598
E. L. Morris Irrev Charitable Living Trust FBO S.C. Carmichael Family		6,229		6,229
Ernestine M. Raclin Irrevocable Trust FBO S.C. Carmichael Family		228,383		228,383
		1,355,011		1,355,011

1st Source Bank, as Trustee of Morris Trusts for benefit of Carmen Murphy and Family	Initial Shares Held		Shares Registered for Resale
E. L. Morris FBO Carmen Murphy		283,897		0
E. L. Morris FBO Carmen Murphy		646,582		0
E. M. Raclin FBO Carmen Murphy		17,246		0
E. L. Morris FBO E. M. Raclin and Carmen Murphy		43,132		0
E. L. Morris FBO E. M. Raclin and Carmen Murphy		41,640		0
Carmen Murphy Charitable Annuity Trust		115,684		0
E. L. Morris Trust FBO Carmen Murphy Family		708,291		0
Ernestine M. Raclin Charitable Irrev Trust FBO Carmen Murphy Family		147,257		0
Ernestine M. Raclin Irrevocable Trust FBO Carmen Murphy Family		229,932		0
Ella Morris Charitable Trust FBO Carmen Murphy Family		1,598		0
E. L. Morris Irrev Charitable Living Trust FBO Carmen Murphy Family		6,229		0
Ernestine M. Raclin Irrevocable Trust FBO Carmen Murphy Family		228,383		0
		2,469,871		0

1st Source Bank, as Trustee of Morris Trusts for benefit of O.C. Carmichael III and Family	Initial Shares Held		Shares Registered for Resale
E. L. Morris FBO O.C. Carmichael III		5,370		0
E. L. Morris FBO O.C. Carmichael III		106		0
E.M. Raclin FBO O.C. Carmichael III		5,269		0
O.C. Carmichael III Charitable Annuity Trust		115,691		0
E. L. Morris Trust FBO O.C. Carmichael III Family		708,291		0
Ernestine M. Raclin Charitable Irrev Trust FBO O.C. Carmichael III Family		147,257		0
Ernestine M. Raclin Irrevocable Trust FBO O.C. Carmichael III Family		229,932		0
Ella Morris Charitable Trust FBO O.C. Carmichael III Family		1,598		0
E. L. Morris Irrev Charitable Living Trust FBO O.C. Carmichael III Family		6,229		0
Ernestine M. Raclin Irrevocable Trust FBO O.C. Carmichael III Family		228,383		0
		1,448,126		0

1st Source Bank, as Trustee of all Morris Trusts		6,764,842		2,846,845

LEGAL MATTERS

The validity of the common stock offered hereby has been passed upon for us by Barnes & Thornburg LLP.

EXPERTS

The consolidated financial statements of the Company appearing in the Company’s Annual Report (Form 10-K) for the year ended December 31, 2014 and the effectiveness of the Company’s internal control over financial reporting as of December 31, 2014 have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the Commission. You may read and copy materials that we have filed with the Commission at the Commission’s public reference room located at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information about the public reference room by calling the Commission at 1-800-SEC-0330. Our SEC filings are also available to the public on the Commission’s Internet website at http://www.sec.gov or on our website at www.1stsource.com. The information on the websites listed above is not and should not be considered part of this prospectus and is not incorporated by reference in this document. Those websites are and are only intended to be inactive textual references.

INCORPORATION BY REFERENCE

We incorporate by reference into this prospectus the documents listed below and any filings we make with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and prior to the termination of the offering of the securities under this prospectus; 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 information incorporated by reference into this prospectus is considered a part of this prospectus, and information that we file later with the Commission, prior to the termination of the offering of common stock under this prospectus, will automatically update and supersede the previously filed information.

·	Our Annual Report on Form 10-K for our fiscal year ended December 31, 2014.

·	Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2015, June 30, 2015, and September 30, 2015.

·	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.

You may request a free copy of these filings (other than exhibits to documents, unless the exhibits are specifically incorporated by reference into the documents that this prospectus incorporates), at no cost, by writing to or telephoning us at the following address:

1st Source Corporation

100 North Michigan Street

South Bend, Indiana 46601

(574) 235-2000

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth the various expenses to be incurred in connection with the sale and distribution of the Securities being registered hereby, all of which will be borne by the Company (except any underwriting discounts and commissions and expenses incurred by the Selling Shareholders for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Shareholders in disposing of the shares). All amounts shown are estimates except the SEC registration fee.

SEC registration fee	$	9,931
Legal fees and expenses	$	35,000
Accounting Fees	$	10,000
Miscellaneous Expenses	$	—
Total expenses	$	54,931

Item 15. Indemnification of Directors and Officers.

The Indiana Business Corporation Law provides in regard to indemnification of directors and officers as follows:

23-1-37-8 Indemnification of director against liability

Sec. 8. (a) A corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if:

(1) the individual’s conduct was in good faith; and

(2) the individual reasonably believed:

(A) in the case of conduct in the individual’s official capacity with the corporation, that the individual’s conduct was in its best interests; and

(B) in all other cases, that the individual’s conduct was at least not opposed to its best interests; and

(3) in the case of any 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.

(b) A director’s conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection (a)(2)(B).

(c) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section.

23-1-37-9 Mandatory indemnification of director against expense

Sec. 9. Unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party

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because the director is or was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding.

23-1-37-13 Officers, employees or agents; indemnification and advance of expense

Sec. 13. Unless a corporation’s articles of incorporation provide otherwise:

(1) an officer of the corporation, whether or not a director, is entitled to mandatory indemnification under section 9 of this chapter, and is entitled to apply for court-ordered indemnification under section 11 of this chapter, in each case to the same extent as a director;

(2) the corporation may indemnify and advance expenses under this chapter to an officer, employee, or agent of the corporation, whether or not a director, to the same extent as to a director; and

(3) a corporation may also indemnify and advance expenses to an officer, employee, or agent, whether or not a director, to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract.

23-1-37-15 Indemnification rights under articles of incorporation, bylaws, or resolutions

Sec. 15. (a) The indemnification and advance for expenses provided for or authorized by this chapter does not exclude any other rights to indemnification and advance for expenses that a person may have under:

(1) a corporation’s articles of incorporation or bylaws;

(2) a resolution of the board of directors or of the shareholders; or

(3) any other authorization, whenever adopted, after notice, by a majority vote of all the voting shares then issued and outstanding.

(b) If the articles of incorporation, bylaws, resolutions of the board of directors or of the shareholders, or other duly adopted authorization of indemnification or advance for expenses limit indemnification or advance for expenses, indemnification and advance for expenses are valid only to the extent consistent with the articles, bylaws, resolution of the board of directors or of the shareholders, or other duly adopted authorization of indemnification or advance for expenses.

(c) This chapter does not limit a corporation’s power to pay or reimburse expenses incurred by a director, officer, employee, or agent in connection with the person’s appearance as a witness in a proceeding at a time when the person has not been made a named defendant or respondent to the proceeding.

Article VII of the Articles of Incorporation of the Registrant provides:

“The Corporation shall, to the fullest extent permitted in and in the manner provided by Chapter 37 of the Act, indemnify every person who is or was a Director of the Corporation. The Corporation may advance expenses to every person who is or was a Director of the Corporation to the fullest extent permitted in and in the manner provided by Chapter 37 of the Act. The Corporation shall indemnify and advance expenses to every person who is or was an Officer of the Corporation to the same extent as if such person were a Director of the Corporation. The foregoing indemnification and advance of expenses for Directors and Officers of the Corporation shall apply when such persons are serving in their official capacity with the Corporation, when serving at the Corporation’s request while a Director or Officer of the Corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, whether for profit or not, and when serving as a director or officer of any corporation at least eighty percent (80%) of the voting capital stock of which is owned of record by the Corporation. All references in this paragraph to Chapter 37 of the Act shall be deemed to include any amendment or successor thereto. Nothing contained in this paragraph shall limit or preclude the exercise of any right relating to indemnification or advance of expenses to any person who is or was a Director or Officer of the Corporation or the ability of the Corporation to otherwise indemnify or advance expenses to any such person. The foregoing provisions shall be

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binding upon any successor to the Corporation so that each person who is or was a Director or Officer of the Corporation shall be in the same position with respect to any resulting, surviving, or succeeding entity as he or she would have been had the separate legal existence of the Corporation continued; provided, that unless expressly provided or agreed otherwise, this sentence shall be applicable only to Directors and Officers acting in such capacity prior to termination of the separate legal existence of the Corporation. If any word, clause, or sentence of the foregoing provisions regarding indemnification or advancement of expenses shall be held invalid as contrary to law or public policy, it shall be severable and the provisions remaining shall not be otherwise affected. This paragraph shall be interpreted and enforced so as to give maximum rights to indemnification and advance of expenses to each person who is or was a Director or Officer of the Corporation. If any Court holds any word, clause, or sentence of this paragraph invalid, the Court is authorized and empowered to rewrite these provisions to achieve such purpose.”

Article VI of the Bylaws of the Registrant provides as follows:

ARTICLE 6 INDEMNIFICATION

Section 6.1 Indemnification of Directors and Officers. Every person who is or was a Director or Officer of the Corporation shall be indemnified by the Corporation against all liability, including any obligation to pay a judgment, settlement, penalty, excise tax, or fine, and against reasonable expenses, including counsel fees, actually incurred by such person in his or her Official Capacity, provided that such person is determined in the manner specified in Section 6.3 to have met the standard of conduct specified in Section 6.4.

Section 6.2 Reimbursement of Expenses in Advance of Final Disposition. The Corporation may, upon authorization of those entitled to select counsel under Section 6.3, pay for or reimburse the reasonable expenses, including counsel fees, incurred by any person who is or was a Director or Officer of the Corporation in connection with any Proceeding to which such person is a Party because of such person serving in his or her Official Capacity in advance of final disposition of the Proceeding if:

(1) The person furnishes the Corporation a written affirmation of the person’s good faith belief that the person has met the standard of conduct specified in 6.4 below;

(2) The person furnishes the Corporation an unlimited general written undertaking, executed personally or on the person’s behalf, to repay the advance if it is ultimately determined that the person did not meet such standard of conduct; and

(3) A determination is made in the manner specified in 6.3 below that the facts then known to those making the determination would not preclude indemnification under 6.1 above.

Section 6.3 Authorization of Indemnification. Upon demand for indemnification, the Corporation shall determine whether to authorize indemnification by any one of the following procedures, as selected by the Board of Directors by majority vote of the entire Board of Directors:

(1) By the Board of Directors by majority vote of a quorum consisting of Directors not at the time Parties to the Proceeding as to which indemnification or advancement of expenses is at issue.

(2) If a quorum cannot be obtained under Subdivision (1), by majority vote of a committee duly designated by the Board of Directors (in which designation Directors who are Parties may participate), consisting solely of two or more Directors not at the time Parties to the Proceeding.

(3) By special legal counsel selected by the Board of Directors or its committee in the manner prescribed in Subdivision (1) or (2); or, if a quorum of the Board of Directors cannot be obtained under Subdivision (1) and a committee cannot be designated under Subdivision (2), by special legal counsel selected by majority vote of the full Board of Directors (in which selection Directors who are Parties may participate).

(4) By a majority vote of shareholders excluding shares owned or controlled by Directors or Officers who at the time of the vote are Parties to the Proceeding.

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Section 6.4 Standard of Conduct. The standard of conduct for any act or omission is:

(1) In the case of any criminal Proceeding, the person either had reasonable cause to believe that the person’s conduct was lawful, or, had no reasonable cause to believe the person’s conduct was unlawful.

(2) In all non-criminal Proceedings, either (a)(i) the person’s conduct was in good faith, and (ii) the person reasonably believed (A) in the case of conduct in the person’s Official Capacity, that the person’s conduct was in the Corporation’s best interest, or, (B) in all other cases, that the person’s conduct was not opposed to the Corporation’s best interests; or (b) the person’s breach of or failure to act in accordance with the standard set forth in this subsection (2)(a) above did not constitute willful misconduct or recklessness. A person’s conduct with respect to an employee benefit plan for a purpose which the person reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirements of this subsection (2)(a)(i)(B).

(3) The termination of a Proceeding by judgment, order, agreement, or settlement, or upon conviction or a plea of nolo contendere, or the equivalent of any of the foregoing, is not, of itself, determinative that the person did not meet the standard of conduct.

Section 6.5 Definitions. As used in this Article 6, the following terms have the following meanings:

“Director” means an individual who is or was a director of the Corporation. “Director” includes the heirs, estate, executors, administrators, and personal representatives of a Director.

“Officer” means an individual who is or was an officer of the Corporation. “Officer” includes the heirs, estate, executors, administrators, and personal representatives of an Officer.

“Official Capacity” means: (a) when used with respect to a Director, the position of Director of the Corporation; (b) when used with respect to an Officer, the office in the Corporation held by an Officer, and (c) when used with respect to a Director or Officer, any service by a person while a Director or Officer of the Corporation at the Corporation’s specific request, as a Director, Officer, partner, trustee, employee, or agent of the Corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, whether for profit or not. For these purposes, a person is considered to be serving an employee benefit plan at the Corporation’s specific request of the person’s duties to the Corporation also impose duties on, or otherwise involve services by, such person to the plan or to participants in or beneficiaries of the plan.

“Parties” means persons who were, are, or are threatened to be named defendant or respondent in a Proceeding.

“Proceeding” means any threatened, pending, or completed action, suit, proceeding, or appeal therefrom, whether civil, criminal, administrative, regulatory, or investigative, and whether formal or informal.

Section 6.6 Insurance. The Corporation reserves the right to purchase and maintain insurance for the matters covered by these provisions and to the extent of such insurance payments these provisions shall not be effective.

Item 16. Exhibits.

Exhibit No.		Description
4.1		Form of Common Stock Certificates of Registrant, filed as exhibit to Registration Statement 2-40481 and incorporated herein by reference.
4.2*		Registration Rights Agreement, dated as of October 8, 2015, by and among the Registrant, the Bank and the Selling Shareholders.
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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Item 17. 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 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 the 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 a 20 percent 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), (1)(ii) and (1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment will 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.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(6) 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

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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.

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 Commission such indemnification is against public policy as expressed in the Securities Act of 1933 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 Securities Act of 1933 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-3 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 November 9, 2015.

	1st Source Corporation

	By:	/s/ Christopher J. Murphy III
		Christopher J. Murphy III
		Chairman, President and Chief Executive Officer
		Principal Executive Officer

	By:	/s/ Andrea G. Short
		Andrea G. Short
		Executive Vice President, Treasurer and Chief Financial Officer
		Principal Accounting 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	)
Christopher J. Murphy III		)
		)
/s/ Andrea G. Short	Executive Vice President, Treasurer and Chief Financial Officer	)
Andrea G. Short		)
		)
/s/ Allison N. Egidi	Director	)
Allison N. Egidi		)
		)
/s/ Daniel B. Fitzpatrick	Director	)	November 9, 2015
Daniel B. Fitzpatrick		)
		)
/s/ Craig A. Kapson	Director	)
Craig A. Kapson		)
		)
/s/ Najeeb A. Khan	Director	)
Najeeb A. Khan		)
		)
/s/ Vinod M. Khilnani	Director	)
Vinod M. Khilnani		)
		)

/s/ Rex Martin	Director	)
Rex Martin		)
		)
/s/ Christopher J. Murphy IV	Director	)
Christopher J. Murphy IV		)
		)
/s/ Timothy K. Ozark	Director	)	November 9, 2015
Timothy K. Ozark		)
		)
/s/ John T. Phair	Director	)
John T. Phair		)
		)
/s/ Mark D. Schwabero	Director	)
Mark D. Schwabero		)

EXHIBIT INDEX

Exhibit No.		Description
4.1		Form of Common Stock Certificates of Registrant, filed as exhibit to Registration Statement 2-40481 and incorporated herein by reference.
4.2*		Registration Rights Agreement, dated as of October 8, 2015, by and among the Registrant, the Bank and the Selling Shareholders.
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.

Exhibit 4.2

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”), is made and entered into as of October 8, 2015, by and among 1st Source Corporation, an Indiana corporation (the “Company”), 1^st Source Bank, an Indiana banking corporation and wholly owned subsidiary of the Company, in its capacity as Trustee of those certain trusts defined herein as the Morris Trusts (the “Trustee”), and such of the parties who may from time to time join in this Agreement by execution and delivery to the Company, before the time that the Shelf Registration Statement described in Section 2(a) is first declared effective, of a counterpart signature page hereto (collectively, the “Beneficiaries” and each individually, a “Beneficiary”).

WHEREAS, in connection with their execution and delivery to each other of this Agreement, the Company, the Trustee and the Beneficiaries have entered into a certain Settlement and Release Agreement (the “Settlement Agreement”), pursuant to which the parties have agreed to settle certain disputes with respect to the administration by the Trustee of the Morris Trusts, which hold in the aggregate substantial holdings of the Common Stock of the Company; and;

WHEREAS, the Beneficiaries all have beneficial interests in the Morris Trusts;

WHEREAS, certain of the Beneficiaries also have interests (separately or with others, and of record or beneficially through other contracts or relationships) in Common Stock issued by the Company that are not held by the Morris Trusts;

WHEREAS, to induce the Beneficiaries to enter into the Settlement Agreement and as an integral part of its terms and conditions, the Company and the Trustee have agreed to execute and deliver this Agreement to the Beneficiaries.

NOW, THEREFORE, in consideration of the foregoing and the mutual and dependent covenants hereinafter set forth, the parties agree as follows:

1. Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble.

“Beneficiaries” and “Beneficiary” have the meanings set forth in the preamble.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required to close.

“Board” means the board of directors of the Company (and any successor governing body of the Company or any successor of the Company).

“Commission” means the Securities and Exchange Commission or any other federal agency administering the Securities Act and the Exchange Act at the time.

“Common Stock” means the common stock, without par value, of the Company and any other common equity securities issued by the Company, and any other shares of stock issued or issuable with respect thereto (whether by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation or other corporate reorganization).

“Company” has the meaning set forth in the preamble and includes the Company’s successors by merger, acquisition, reorganization or otherwise.

"DTC" means the Depository Trust Company.

“Designated Seller Counsel” shall mean, in the event of any proposed Underwritten Offering including Silo Registrable Securities, not more than one lawyer (or firm of lawyers) representing the interests of Holders who propose to sell in such proposed Underwritten Offering. Such Designated Seller Counsel shall initially be the lawyer or firm of lawyers who shall have been designated to the Company by the FDRs of the Silos holding the Silo Registrable Securities proposed to be included in the proposed Underwritten Offering (or by the Holders of the Silo Registrable Securities if and to the extent that such Silo Registrable Securities are no longer held inside the Silos). Thereafter, those FDRs (or Holders) who then hold a majority of the Silo Registrable Securities that are then included or proposed to be included in such proposed Underwritten Offering may at any time, and from time to time, during the course of such Underwritten Offering designate to the Company a successor to the then-designated Designated Seller Counsel, provided that not more than one lawyer (or firm of lawyers) shall be deemed Designated Seller Counsel at the same time.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations thereunder, which shall be in effect from time to time. Any reference to a particular section thereof shall include a reference to the corresponding section, if any, of any such successor federal statute, and the rules and regulations thereunder

“Family Designated Representative” and “FDR” have the meanings set forth in the Settlement Agreement, provided, however, that FDR for purposes of this Agreement does not include as of any particular time (a) an FDR who has advised the Company prior to the date of filing the Registration Statement that registration of Shares held by the FDR’s Silo is not requested of the Company, or (b) an FDR of a Silo that no longer holds Registrable Securities.

“FINRA” means the Financial Industry Regulatory Authority, Inc.

“FINRA Corporate Financing Rules” mean the rules related to corporate financings that are enforced against FINRA member firms through FINRA’s Corporate Financing Department, including FINRA Rules 5110, 5122, and 5123, and any successor rules thereto or complementary rules thereto.

“Governmental Authority” means any federal or state or any agency or instrumentality of such government or political subdivision thereof, NASDAQ, FINRA or any court or tribunal of competent jurisdiction in the United States.

“Holder” means any holder of Registrable Securities, including without limitation (a) any Beneficiary who receives a distribution of Registrable Securities directly from any of the Morris Trusts, and (b) (i) each of the Morris Trusts, as they may from time to time be modified as contemplated by the Settlement Agreement or otherwise, and of any trust that may succeed (as contemplated by the Settlement Agreement) to part or all of the corpus of one or more of the Morris Trusts, and (ii) the Trustee, and each of the other trustees or other fiduciaries of a Morris Trust or other trust described in clause (b)(i), acting in its fiduciary or agency capacity, on behalf of such trust, including any successor or special trustee that may from time to time act as a trustee or co-trustee or special trustee of one or more of such trusts described in clause (b)(i).

“Morris Trusts” means those trusts that are defined as the “Morris Trusts” by the Settlement Agreement, as such Morris Trusts may, after the date of the Settlement Agreement, from time to time be modified as contemplated by the Settlement Agreement or otherwise, and includes, without limitation, any trusts that may succeed (as contemplated by the Settlement Agreement) to part or all of the corpus of one or more of the Morris Trusts.

“NASDAQ” means the stock exchange commonly known as NASDAQ that is operated by The Nasdaq Stock Market, LLC.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, trust, or similar entity, and includes each of the Morris Trusts and each trustee or other fiduciary thereof, from time to time.

“Prospectus” means the prospectus or prospectuses included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A), as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference or deemed to be incorporated by reference in such prospectus or prospectuses.

“Registrable Securities” means (a) the shares of Common Stock held by or (other than solely as beneficiaries of the Morris Trusts) for the benefit of the Beneficiaries as of the dates of their respective counterpart signature pages to this Agreement, as such shareholdings are identified on such counterpart signature pages, which identified shares shall be listed by the Company on an updated Exhibit A to this Agreement that is delivered by the Company to all Beneficiaries who are then parties hereto promptly after the effective time under the Securities Act of the Registration Statement, so that Exhibit A as so updated shall represent a true and accurate listing of all such shares identified by such counterpart signature pages that have been timely delivered by the Beneficiaries who are party to this Agreement to the Company, in accordance with the provisions of the Settlement Agreement, at or before such time of effectiveness, (b) the shares of Common Stock held by or for the benefit of the Morris Trusts that are identified on Exhibit B to this Agreement (including such shares after they may have been transferred to other trusts that may succeed (as contemplated by the Settlement Agreement) to one or more of the Morris Trusts, or after they may have been distributed by one or more of the Morris Trusts directly to

any Beneficiary of any of such Morris Trusts) and (c) any shares of Common Stock or other securities issued or issuable with respect to any shares described in subsections (a) or (b) above by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, share exchange, entity redomestication or other change of entity transaction, consolidation or other reorganization. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement, (B) such securities shall have been distributed to the public in reliance upon Rule 144, (C) subject to the provisions of Section 8, (x) such securities shall have been otherwise transferred after the date hereof to a third party by the Holders thereof as of the date of this Agreement, (y) new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by or on behalf of the Company and (z) counsel to the Company shall have provided a written opinion to the Company, the transferor and the transferee (for the benefit of all such addressees and their reliance), at Company expense, in form and substance satisfactory to the recipients, that the securities are not required to bear a restrictive legend, or (D) such securities shall have been acquired by the Company.

“Registration Expenses” means (i) registration and filing fees (including, without limitation, (A) fees and expenses of compliance with state securities or blue sky laws (including, without limitation, fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as provided in Section 3(e)), and (B) fees and other expenses associated with the listing of the Registrable Securities and any securities issued or issuable with respect to any Registrable Securities on NASDAQ and any other applicable exchange, (ii) liability insurance under the Securities Act or any other securities laws, if the Company desires such insurance, (iii) fees and expenses of counsel and accountants of the Company or its Subsidiaries in connection with the preparation, filing and maintaining the effectiveness of the Registration Statement, (iv) internal expenses of the Company and its Subsidiaries (including, without limitation, all salaries and expenses of officers and employees of the Company and its Subsidiaries performing legal or accounting duties), and (v) the expense of any annual audit of the Company’s financial statements. "Registration Expenses" shall not include any Selling Expenses or Transaction Expenses.

“Registration Statement” means any registration statement of the Company filed with the Commission under the Securities Act that covers any of the Registrable Securities pursuant to the provisions of this Agreement, including (a) the Shelf Registration Statement on Form S-3 identified in Section 2(a) and any Successor Registration Statement thereto as defined by Section 2(c), (b) the Prospectus, (c) all amendments and supplements to such Registration Statement, including post-effective amendments, and (d) all exhibits and all materials incorporated by reference or deemed to be incorporated by reference in such Registration Statement.

“Rule 144” means Rule 144 promulgated under the Securities Act or any successor rule thereto or any complementary rule thereto (such as Rule 144A).

“Securities Act” means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations thereunder, which shall be in effect from time to time.

“Selling Expenses” means all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities.

“Settlement Agreement” has the meaning set forth in the recitals.

“Silo” shall have the meaning set forth in the Settlement Agreement.

“Silo Registrable Securities” shall mean, as of any point in time, the Registrable Securities described by clause (b) of the first sentence of the above definition of Registrable Securities (whether then held by or the benefit of a Morris Trust or by a Beneficiary thereof as a direct distributee thereof) and any additional securities issued or issuable with respect to such Registrable Securities in the circumstances described by clause (c) of such sentence, but shall not include Registrable Securities that cease to be Registrable Securities under the circumstances described by the last sentence of such definition.

“Subsidiary” means, with respect to any Person, any corporation or Person, a majority of the outstanding voting stock or other equity interests of which is owned, directly or indirectly, by that Person.

“Trustee” has the meaning set forth in the preamble and includes the Trustee's successors by merger, acquisition, reorganization or otherwise.

“Transaction Expenses” means fees and expenses (other than Selling Expenses and Registration Expenses) arising in connection with an Underwritten Offering or other proposed disposition of Registrable Securities, including (i) fees and expenses of all attorneys, advisers, appraisers and other persons retained by the Company or any underwriters or brokers, including Inspectors, (ii) out-of-pocket expenses of underwriters required to be reimbursed pursuant to an underwriting agreement, (iii) fees with respect to filings, if any, required to be made under the FINRA Corporate Financing Rules in connection with an Underwritten Offering and the fees and expenses of any "qualified independent underwriter" or other independent appraiser participating in an offering pursuant to the FINRA Corporate Financing Rules, (iv) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities in a form eligible for deposit with DTC and of printing prospectuses), (v) fees and disbursements of all independent certified public accountants referred to in Section 3(l) (including, without limitation, the reasonable expenses of any special audit and "cold comfort" letters required by or incident to such performance), (vi) reasonable travel and lodging expenses in connection with any “road show”, (vii) the expenses relating to printing, word processing and distributing all registration statements, underwriting agreements, securities sales agreements, and any other documents related to the transaction in question, and (viii) the reasonable out-of-pocket expenses of the Holders of the Registrable Securities being registered in such registration incurred in connection therewith. In the case of any proposed Underwritten Offering that includes Silo Registrable Securities, reasonable out-of-pocket expenses within the meaning of clause (viii) of the preceding sentence shall include, without limitation, the reasonable fees and disbursements of Designated Seller Counsel.

“Underwritten Offering” means an offering in which any or all of the Registrable Securities are sold by or on behalf of one or more Holders to an underwriter for reoffering to the public, whether on a firm commitment or best efforts basis.

2. Shelf Registration and Plan of Distribution of Certain of the Registrable Securities

(a) Pursuant to Section 8(d) of the Settlement Agreement, the Company shall (subject to judicial approval of the Settlement Agreement, as contemplated by Section 23 thereof) file with the Commission within the time period specified by Section 8(d) of the Settlement Agreement a Registration Statement on Form S-3 with respect to the offer and sale of the shares of Common Stock that constitute the Registrable Securities other than Registrable Securities as to which the FDR for the Silo in which such Registrable Securities are held has advised the Company prior to the date of filing the Registration Statement that registration of such Registrable Securities is not requested (the “Shelf Registration Statement”). If and when declared effective under the Securities Act by the Commission, the Shelf Registration Statement shall cover the offer and sale by the Holders (as determined from time to time) thereof of the covered Registrable Securities from time to time on a delayed or a continuous basis under Rule 415 under the Securities Act. The Company shall use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective by the Commission as soon as practicable.

(b) The plan of distribution for the Registrable Securities set forth in the Registration Statement and the related Prospectus shall provide as follows:

a. Sales may be effected at prices and at terms then prevailing or at prices related to the current market price or at negotiated prices.

b. Holders may sell the Registrable Securities in transactions (which may include block transactions) on NASDAQ, in the over-the-counter market, or another trading facility, or in transactions that are not executed or cleared on any exchange or other market or trading facility, involving one or more of the following: (A) an Underwritten Offering, (B) purchases by a broker-dealer as principal and resale by the broker-dealer for its own account, (C) brokerage transactions in which the broker-dealer as agent solicits purchases, which may involve compensation in excess of customary commissions, (D) private transactions negotiated by Holders or their agents directly with purchasers, (E) exchange distributions in accordance with the rules of the applicable exchange; (F) through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; or (G) any other lawful transaction.

(c) If, under the applicable rules, forms and instructions of the Commission then applicable to the Registration Statement, the Shelf Registration Statement should become stale or otherwise cease to be eligible to be relied upon by the Holders of the Registrable Securities for the purposes of offer and sale of their Registrable Securities in reliance upon the effectiveness of the Shelf Registration Statement under the Securities Act, the Company shall use its commercially reasonable efforts (if such staleness or other ineligibility cannot be remedied by supplements or amendments to the Prospectus or Prospectuses) to file with the Commission a post-effective amendment to the Shelf Registration Statement, or a new shelf registration statement, with respect to all Registrable Securities covered by the initial registration then remaining unsold by the Holders thereof (such post-effective amendment or new registration statement being referred to hereafter as the “Successor Registration Statement”), and to cause the Successor Registration Statement to be declared effective by the Commission as soon as practicable, at such times and with such deliberateness as to avoid, to the extent reasonably possible consistent with commercially reasonable efforts, any gap in the time period of effectiveness of the registration of the Registrable Securities under the Securities Act.

(d) The Company shall not, at any time, include in the Registration Statement any securities which are not Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities covered by the Registration Statement that, as of such time, remain owned by the Holders thereof; provided that, for so long as any of the Registrable Securities covered by the Registration Statement and owned by the Holders as of such time are Silo Registrable Securities, the prior written consent required by this Section 2(d) shall be the prior written consent of FDRs whose Silos hold a majority of such Registrable Securities.

3. Registration and Offerings Procedures. From and after the date that any Registration Statement has become effective under the Securities Act, including the Shelf Registration Statement, the Company shall, as soon as practicable with respect to all the Registrable Securities covered thereby and the plans of disposition contemplated thereby, and by plans of disposition of which the Company has been notified under Section 3(a) by an FDR or a Holder from time to time:

(a) prepare and file with the Commission such amendments, post-effective amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective as to the Registrable Securities covered thereby, and to comply with the provisions of the Securities Act with respect to the disposition of such Registrable Securities in accordance with the methods of disposition set forth in such Registration Statement and with any specific proposed plans, offerings or transactions that may be proposed by an FDR (as to that FDR’s Silo Registrable Securities) or a Holder (as to other Registrable Securities) in written notice in reasonable detail provided to the Company from time to time;

(b) at least five business days before filing any Prospectus or amendments or supplements thereto, or any Successor Registration Statement thereto, furnish to each FDR and each Holder (and to counsel, if any, who shall have been selected by such FDR and such Holder for this purpose and who shall have been identified for the Company by such Holder or FDR in writing before the date such materials are furnished) copies of such documents proposed to be filed, which documents shall be subject to the review and comment and approval (in reasonable respects) within such five business day period of each such FDR and such Holder and his or her counsel, and, in connection with such review and approval, such FDRs and Holders will be permitted to require the insertion of language, furnished to the Company in writing, which in the reasonable judgment of such FDRs and Holders and their counsel should be included (for avoidance of doubt, FDRs and Holders shall not be entitled to approve, or to review and comment on, the Company’s filings under the Exchange Act regardless whether the content thereof may be automatically incorporated by reference into the Registration Statement);

(c) notify each Holder of Registrable Securities covered by the Registration Statement, promptly after the Company receives notice thereof, of the time when such Registration Statement has been declared effective or a supplement to any Prospectus forming a part of such Registration Statement has been filed (or a Successor Registration Statement thereto has been filed or declared effective);

(d)

furnish to each selling Holder of Registrable Securities such number of copies of the Prospectus included in such Registration Statement (including each preliminary Prospectus) and any supplement thereto (in each case including all exhibits and documents incorporated by reference therein) and such other documents as such Holder may reasonably request that are legally required to facilitate the disposition of the Registrable Securities owned by such Holder (where

lawful and practicable the Parties shall arrange for electronic delivery of prospectuses and offering materials);

(e) use its commercially reasonable efforts to register or qualify such Registrable Securities (by coordination or similar action) under such other securities or “blue sky” laws of such United States jurisdictions as any selling Holder reasonably requests; provided, that the Company shall not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this Section 3(e);

(f) notify each Holder of such Registrable Securities, at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company becomes aware as a result of which the Prospectus included in such Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such Holder (or any such FDR), the Company (subject to any Standoff Period which the Company may have then validly declared under Section 4) shall as soon as practicable prepare a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;

(g) to the extent customary and necessary, in the view of counsel for any underwriters participating in any disposition pursuant to such Registration Statement, to conduct a reasonable investigation within the meaning of the Securities Act,

i. Make reasonably available for inspection by such underwriter participating in any disposition pursuant to such Registration Statement and any attorney or accountant retained by any such Holder or underwriter (collectively, the “Inspectors”), financial and other records, pertinent corporate documents and properties of the Company necessary to conduct customary diligence of the Company in connection with an Underwritten Offering (collectively, the “Records”), and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such Inspector in connection with such Underwritten Offering; provided, that, any recipient of Records or information communicated from officers, directors and employees must enter into a confidentiality agreement with the Company, in form reasonably acceptable to the Company, prior to receipt of any information; and

ii. make opportunities reasonably available for such Inspectors to discuss the business of the Company with its officers, directors, employees and the independent public accountants who have issued audit reports on its financial statements;

provided, however, that Inspectors shall not be entitled to review Records or other information that cannot be legally shared or disclosed to third parties under applicable law, including Part 309 of the Rules and Regulations of the Federal Deposit Insurance Corporation and similar prohibitions of the Indiana Code ;

(h) in connection with any Underwritten Offering proposed to be commenced on behalf of fewer than all Holders of Registrable Securities under any such Registration Statement under an underwriting agreement to which the Company is requested to be made a party, give prompt written notice (and in any event no later than five (5) business days prior to the date of commencement of such Underwritten Offering) to all of the other Holders of Registrable Securities of such proposed Underwritten Offering and of the expected terms and conditions of the Underwritten Offering, and shall not enter into any underwriting agreement with respect to any such Underwritten Offering unless such underwriting agreement includes all Registrable Securities with respect to which the Company has received written requests for inclusion in such Underwritten Offering from the other Holders of Registrable Securities within five (5) business days after the Company’s notice has been given to each such other Holder (subject to Section 4(a) with respect to limitation of participation to comply with volume limitations imposed by underwriters and subject to the requesting Holder(s) having complied, in the sole judgment of the lead underwriter, with all requests and requirements of the lead underwriter for the Underwritten Offering for inclusion of a Holder’s shares therein);

(i) in connection with any Underwritten Offering, (A) enter into such customary agreements (including underwriting agreements in customary form that are reasonably satisfactory to the Company) that may be proposed by the lead underwriter of such Underwritten Offering who has been designated as such lead underwriter by the Holder who has initiated the proposed Underwritten Offering, and (B) use commercially reasonable actions to cause appropriate officers of the Company to be available, on a reasonable basis and upon reasonable notice, to travel and meet with brokers and prospective investors in presentations and meetings in order to support the sales efforts, and otherwise to take all such other customary actions as the Holders of such Registrable Securities or the managing underwriter of such offering reasonably request in order to reasonably facilitate the disposition of such Registrable Securities (including, without limitation, making appropriate officers of the Company available to participate in “road show” and other customary marketing activities, and one-on-one meetings with prospective purchasers of the Registrable Securities); provided, however, that:

i. The Company shall not be obligated to effect any Underwritten Offering within 90 days following the closing of any previous Underwritten Offering nor more than two Underwritten Offerings in any twelve month period; the Company shall not be obligated under this Agreement to participate in more than one road show in connection with any Underwritten Offering and shall not be obligated to participate in road shows with respect to more than two Underwritten Offerings in any twelve month period; provided further that no road show shall be required to commence less than six (6) months following the conclusion of the preceding road show hereunder (if any); and provided further, that as to each of such two Underwritten Offerings the Company has first complied with its obligations under Section 3(h) as to notification of all other Holders of Registrable Securities (and FDRs) in such Underwritten Offering and that, if the Company has not so complied, then (in addition to whatever other rights and remedies a Holder of Registrable Securities might have for such non-compliance) the Company shall not be permitted to claim that such Underwritten Offering as to which the Company has not complied with Section 3(h) counts toward the limit of two Underwritten Offerings as to which the Company has road show obligations under this Agreement; and

ii. an individual road show or similar marketing effort will not require management personnel of the Corporation to travel out of the office for more than five business days within the continental United States, or to travel internationally regardless of the length of the trip.

(j) for purposes of Section 3(i), the Company agrees that such an underwriting agreement shall not be unsatisfactory because it

a. names a particular firm as lead underwriter that the Company might not otherwise prefer, provided that such firm is of good reputation within the brokerage community and has significant experience as an underwriter of bank and thrift institution equity securities;

b. contains representations and warranties by the Company and such other terms and provisions applicable to the issuer of the securities as are customarily contained in underwriting agreements of this type applicable to resale of issued and outstanding equity securities, including, but not limited to, indemnities to the effect and to the extent provided in Section 5, and provisions for the delivery of officers' certificates, opinions of counsel and accountants' "cold comfort" letters;

c. includes as parties thereto the Holders of Registrable Securities to be distributed by such underwriters;

d. provides that the representations and warranties by, and the agreements on the part of, the Company that the Company makes to and for the benefit of such underwriters also be made to and for the benefit of such Holders;

e. provides that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such Holders; or

f. does not provide (without the express written consent of such Holder which any such Holder may withhold in such Holder’s discretion without assigning any reason for such withholding) for the making by Holders of any representations or warranties to the Company or the underwriters, or any agreements of the Holders with the Company or the underwriters, other than representations, warranties or agreements regarding the identity of such Holder and number of shares being offered for sale by such Holder and such Holder's intended method of distribution or any other information required under the rules of NASDAQ, FINRA or the Commission to be disclosed with respect to such Holder;

(k)

otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission applicable to the Company in connection with the offerings and sales of Registrable Securities under such Registration Statement; and

(l)

in an Underwritten Offering, furnish to each selling Holder of Registrable Securities and each underwriter (i) a legal opinion of the Company’s outside counsel, dated the date of the closing of an Underwritten Offering, in form and substance as is customarily given in opinions of the Company’s counsel to underwriters in underwritten secondary public offerings; and (ii) a “comfort” letter signed by the Company’s independent certified public accountants in form and

substance as is customarily given in accountants’ letters to underwriters in underwritten secondary public offerings;

(m) notify the Holders of Registrable Securities promptly of any request by the Commission for the amending or supplementing of such Registration Statement or Prospectus or for additional information;

(n) notify the Holders of Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued;

(o) give notice to the FDRs of Silos holding Silo Registrable Securities of any notifications that have been given (and furnish copies of any materials that have been furnished) to any Holders pursuant to this Section 3, concurrently with the giving of such notices (and the furnishing of such materials) to such Holders; and

(p) otherwise use its reasonable best efforts to take all other steps necessary to effect the registration of such Registrable Securities contemplated hereby.

Holders Obligations.

(a)

In connection with any Underwritten Offering, each Holder agrees that, in the event that Holders seek to include in such Underwritten Offering more Registrable Securities than the underwriter(s) deem advisable or acceptable to include in such offering, the number of Registrable Securities to be included in the offering by each Holder shall be prorated (such that each Holder may include only that portion of the Registrable Securities he, she or it is seeking to include that corresponds to the ratio of (i) the number of Registrable Securities permitted by the underwriter(s) to be included in the offering, over (ii) the aggregate number of Registrable Securities sought to be included in the offering by all Holders).

(b) If (1) the Company or its bank subsidiary should at any time be party to discussions or negotiations concerning any material contemplated acquisition, divestiture, registered primary offering or other financing or material transaction (each, a “Pending Transaction”) (the materiality of any such Pending Transaction to be determined by reference to whether such transaction would be sufficiently large or otherwise material as to require disclosure by the Company on a current report on Form 8-K, other than under optional disclosure items or by reason of Regulation FD) were such Pending Transaction to proceed toward agreement) and (A) the Company should determine that immediate disclosure of the pertinent information about the Pending Transaction is not otherwise legally required and that it would not be in the best interests of the Company (for example, because premature disclosure would be likely to adversely impact the Company’s interest in the Pending Transaction) to make any voluntary public disclosure thereof, and (B) the Company has determined to defer disclosure temporarily until such time as it is otherwise legally required, unless earlier disclosure is deemed to be in the best interest of the Company, then (2) the Company may give written notice to the Holders of Registrable Securities then covered by the Registration Statement that they should temporarily cease and desist from further offer and sale activities thereunder (such notification being referred

to as a “Stand Off Notice”). For a period of 10 business days following receipt of a Stand Off Notice (“Stand Off Period”), the Holders shall not permit any sales of Registrable Securities to be made under the Registration Statement. The Stand Off Period may be terminated early by written notice given by the Company; or may be extended by subsequent written notices given by the Company before the expiration of a Stand Off Period for subsequent periods of up to 10 business days; provided however that the Company may not give Stand Off Notices on more than three occasions during any 360 consecutive days and such Stand Off Periods may not exceed an aggregate of 45 business days during any 360 consecutive days.

5. Expenses. The following provisions apply to dispositions or proposed dispositions of Registrable Securities during the term of this Agreement.

a. The Company shall pay all Registration Expenses in connection with the registration of the Registrable Securities pursuant to this Agreement. The Company shall have no obligation to pay Selling Expenses. The Company shall pay the first $100,000 of Transaction Expenses that are associated with any Underwritten Offering (as to the initiation of which the Company has been given the written notification described by the last sentence of this subsection (a)) that includes Silo Registrable Securities, regardless of whether such Underwritten Offerings are completed; provided, however, that the Company shall not be obligated to pay any such Transaction Expenses (i) after it has paid Transaction Expenses as required by this subsection (a) with respect to four such initiated Underwritten Offerings, or (ii) with respect to more than two Underwritten Offerings that are initiated by a particular FDR (or other eligible Holder who is a direct distributee of Silo Registrable Securities that prior to the distribution were held within the same Silo). The parties intend that the Company will not be obligated to fund more than two Underwritten Offerings of Silo Registrable Securities that are initiated by or on behalf of a single Silo (including its FDR, all beneficiaries and direct distributees). The Company shall not be obligated to bear Transaction Expenses in connection with any proposed Underwritten Offering unless the FDR with respect to the Silo Registrable Securities initiating the transaction (or, if there is then no longer an FDR for such Silo as a result of the complete distribution of the Silo Registrable Securities of such Silo, one or more of the Beneficiaries who are direct distributees of the Silo Registrable Securities who has initiated such transaction) has notified the Company in writing that such initiated transaction will be counted as an Underwritten Offering under the foregoing limits, regardless whether it is completed.

b. Each Holder, severally, shall pay (or cause to be paid) (i) all Selling Expenses that such Holder may incur in connection with any sale of Registrable Securities by or for the account of such Holder and (ii) all fees and charges of such Holder’s counsel, other than (in the case of any Underwritten Offering including Silo Registrable Securities) those of the Designated Seller Counsel for such Underwritten Offering, if any.

c. Each Holder, severally, who participates in any completed Underwritten Offering or other transaction involving a disposition of Registrable Securities (or who proposes to participate in any proposed Underwritten Offering or other dispositive transaction, as evidenced by their having giving written notice as contemplated by subsection (d)) shall promptly pay (or reimburse others for their payments of) the percentage portion of the Transaction Expenses (including fees and charges of any Designated Seller Counsel) that are associated with such dispositive transaction (or proposed dispositive transaction) and

that are in excess of the amount of Transaction Expenses, if any, that are borne by the Company under subsection (a). Such percentage shall be determined, in the case of a completed dispositive transaction, by reference to the relative percentages of all Registrable Securities that were actually sold in the dispositive transaction (whether at one closing or in a series of related closings) by or for the accounts of all such Holders who actually sell in such transaction. Such percentage shall be determined, in the case of a proposed transaction or other proposed disposition that is for any reason abandoned or terminated without any Registrable Securities having been sold by or for the accounts of any such Holders, by the relative percentages of all Registrable Securities that were proposed (determined as of the date of the most recent notice given by any Holder pursuant to subsection (d)) to be sold in the dispositive transaction by or for the accounts of all such Holders (also determined as of such date).

d. Each Holder shall be deemed to have irrevocably agreed to be responsible for Transaction Expenses and Selling Expenses related to any particular proposed or completed Underwritten Offering or other disposition in accordance with this Section 5 immediately upon giving written notice (whether to the Company, or to the other Holders participating in the proposed Underwritten Offering or other disposition, or to the underwriter or other securities firm involved in such plan) of such Holder’s desire to have a specified number of such Holder’s Registrable Securities included in such proposed Underwritten Offering or other disposition. Any such Holder who shall bear responsibility for Transaction Expenses and Selling Expenses under this Section 5 shall, as a condition to being permitted to participate in any Underwritten Offering or other plan of disposition, promptly provide written confirmation of such responsibility to the other Holders (and to each of the FDRs of each of the Silos for which such other Holders propose to participate) who propose to participate in such Underwritten Offering or other distribution, which written confirmation shall be in form and substance satisfactory to such other Holders (and such FDRs).

6. Indemnification

a. The Company shall indemnify and hold harmless, to the fullest extent permitted by law, each Holder of Registrable Securities, such Holder’s officers, directors, managers, members, partners, and stockholders, each underwriter, broker or any other Person acting on behalf of such Holder of Registrable Securities, and each other Person, if any, who controls any of the foregoing Persons within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against all losses, claims, actions, damages, liabilities and expenses, joint or several, to which any of the foregoing Persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance; and shall reimburse such Persons for

any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, action, damage or liability; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, action, damage, liability or expense arises out of, is based upon, is caused by, or results from (i) an untrue statement or alleged untrue statement, or omission or alleged omission, made in such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) or any amendment thereof or supplement thereto, in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Holder expressly for use therein, or (ii) by such Holder’s failure to deliver a copy of any prospectus or any amendments or supplements thereto after the Company has furnished such Holder with the number of copies of the same requested from the Company by such Holder.

b. In connection with any registration in which a Holder of Registrable Securities is participating, (a) each such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and (b) each such Holder who is not acting solely as a trustee or other fiduciary, to the extent permitted by law, shall indemnify and hold harmless, the Company, each director of the Company, each officer of the Company who shall sign such Registration Statement, each underwriter, broker or other Person acting on behalf of the Holders of Registrable Securities and each Person who controls any of the foregoing Persons within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any losses, claims, actions, damages, liabilities or expenses resulting from any untrue or alleged untrue statement of material fact contained in the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder; provided, that the obligation to indemnify shall be several, not joint and several, for each Holder and shall be limited to the net proceeds (after underwriting fees, commissions, or discounts) actually received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement).

c. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in this Section 6, such indemnified party shall, if a claim in respect thereof is made against an indemnifying party, give written notice to the latter of the commencement of such action. The failure of any indemnified party to notify an indemnifying party of any such action shall not (unless such failure shall have a material adverse effect on the indemnifying party) relieve the indemnifying party from any liability in respect of such action that it may have to such indemnified party hereunder. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and to assume the defense of the claims in any such action that are subject or potentially subject to indemnification hereunder, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after written notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be responsible for any legal

or other expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided, that if (i) there are one or more legal or equitable defenses available to such indemnified party which conflict with those available to the indemnifying party, or (ii) such action seeks an injunction or equitable relief against any indemnified party or involves actual or alleged criminal activity, the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party without such indemnified party’s prior written consent (but, without such consent, shall have the right to participate therein with counsel of its choice) and such indemnifying party shall reimburse such indemnified party and any Person controlling such indemnified party for that portion of the fees and expenses of counsel retained by the indemnified party which is reasonably related to the matters covered by the indemnity provided hereunder. If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a material conflict of interest that prohibits joint representation by the same counsel exists between such indemnified party and any other of such indemnified parties with respect to such claim. In such instance, the conflicting indemnified parties shall have a right to retain one separate counsel, chosen by the Holders of a majority of the Registrable Securities included in the transaction giving rise to the indemnification obligation, at the expense of the indemnifying party.

d. Indemnification similar to that specified in the preceding paragraphs of this Section 6 (with appropriate modifications) shall be given by the Company and each seller of Registrable Securities with respect to losses, claims, actions, damages, liabilities and expenses, joint or several, arising from the offer and sale of Registrable Securities under the Registration Statement under any federal or state law other than the Securities Act.

e. If the indemnification provided for hereunder is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, claim, damage, liability or action referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amounts paid or payable by such indemnified party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions which resulted in such loss, claim, damage, liability or action as well as any other relevant equitable considerations; provided, that the maximum amount of liability in respect of such contribution shall be limited, in the case of each Holder of Registrable Securities, to an amount equal to the net proceeds (after underwriting fees, commissions or discounts) actually received by such seller from the sale of Registrable Securities effected pursuant to such registration. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties agree that it would not be just and equitable if contribution pursuant hereto were determined by pro rata allocation or by any other method or allocation which does not take account of the equitable considerations referred to herein. No Person guilty or liable

of fraudulent misrepresentation shall be entitled to contribution from any Person. No party shall be liable for contribution under this Section 6 except to the extent and under such circumstances as such party would have been liable to indemnify under this Section 6 if such indemnification were enforceable under applicable law.

7. Rule 144 Compliance. With a view to making available to the Holders of Registrable Securities the benefits of Rule 144 under the Securities Act the Company shall cause adequate public information to be available with respect to the Company as contemplated in Rule 144(c).Upon the request of any Holder, the Company shall promptly deliver to such Holder a written statement as to whether it has complied with such requirements.

8. Issuance of Replacement Unlegended Certificates. The Company shall issue new certificates for Registrable Securities without a legend restricting further transfer if (i) such securities have been sold to the public pursuant to an effective Registration Statement under the Securities Act or Rule 144, or (ii) (x) such issuance is otherwise permitted under the Securities Act, (y) the Holder of such securities has delivered to the Company an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to such effect and (z) the Holder of such securities expressly requests the issuance of such certificates in writing.

9. Termination. This Agreement shall terminate and be of no further force or effect when (i) 72 months have elapsed since the date of first effectiveness of the Registration Statement under the Securities Act or, if earlier, (b) when there shall no longer be any Registrable Securities outstanding; provided, that the provisions of Section 6 and Section 8 shall survive any such termination.

10. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given to any party (a) when delivered by hand (with written confirmation of receipt); (b) two Business Days after it is sent by express, registered or certified mail, return receipt requested, postage prepaid; (c) one Business Day after it is sent by overnight courier; or (d) when receipt is acknowledged by the addressee, if telecopied. Notices shall be addressed, if to any Holder not a party hereto on the date hereof, to the address of such Holder on the stock transfer records of the Company; and if to the Company or to Holders who are Beneficiaries and who are parties hereto on the date hereof or to FDRs, to the following addresses:

If to the Company:	1^st Source Corporation Facsimile: (574) 235-2033 E-mail: Griffith@1stsource.com Attention: General Counsel
with a copy to:	Barnes & Thornburg LLP Facsimile: (317) 231-7433 E-mail: emoy@btlaw.com

Attention: Eric R. Moy, Esq.

If to any Beneficiary, to such Beneficiary at such Beneficiary’s address as set forth on the signature page of such Beneficiary hereto, or such other persons (and at such addresses) as may be specified by (or on behalf of) such Beneficiary, by notice given to all other parties hereto.

If to an FDR, to the persons identified on, and at the addresses set forth on, Exhibit C hereto, as the initial FDRs, or to such persons (and at such addresses) as may be specified by (or on behalf of) such FDR as such person’s successor FDR, by notice given to all other parties hereto.

11. Amendments and Waivers. No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding on any party hereto or any FDR unless set forth in writing signed by or on behalf of such party or FDR. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party or parties granting such waiver (or the rights of any FDR) in any other respect or at any other time.

12. Nominees for Beneficial Owners. In the event that any Registrable Securities are held by a mere nominee for the beneficial owner thereof (not including trustees or others having fiduciary or discretionary powers or rights or privileges), the beneficial owner thereof may, at its election and unless notice is otherwise given to the Company by the record owner, be treated as the Holder of such Registrable Securities for purposes of any request or other action by any Holder or Holders pursuant to this Agreement or any determination of any number or percentage of shares of Registrable Securities held by any Holder or Holders contemplated by this Agreement, subject to the Company’s right to require assurances reasonably satisfactory to it of such owner's beneficial ownership of such Registrable Securities.

13. Third Party Beneficiaries; Successors, Assigns and Other Transferees. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors, assigns and transferees. This Agreement is intended also to inure to the benefit of, and be binding upon, the FDRs, acting in their capacities as such, and each Holder, acting in such Holder’s capacity as such in respect of Registrable Securities owned beneficially by a Beneficiary who has timely executed and delivered a counterpart of this Agreement. No Beneficiary or Holder may assign its rights hereunder to any third party without the prior written consent of the Company; provided, however, that the Company’s consent shall not be required with respect to an assignment in connection with a distribution of Registrable Securities held by a Morris Trust directly to the Beneficiary entitled thereto or the appointment of a Special Trustee or a successor Trustee to any of the Morris Trusts; and the Company shall not unreasonably withhold its consent to an assignment in connection with a gratuitous transfer for gift and estate planning purposes to an individual related by blood or marriage to such Holder. Each transferee shall, as a condition to the effectiveness of such assignment, be required to execute a counterpart to this Agreement agreeing to be treated as a Holder and be bound accordingly.

14. Entire Agreement. This Agreement, together with the Settlement Agreement and any related exhibits and schedules thereto, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such

subject matter. Notwithstanding the foregoing, in the event of any conflict between the terms and provisions of this Agreement and those of the Settlement Agreement, the terms and conditions of this Agreement shall control.

15. Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

16. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

17. No Inconsistent Agreements. The Company shall not hereafter enter into any agreement, or amend any existing agreement, with respect to its securities if such agreement would violate the rights granted to the Holders by this Agreement.

18. Remedies; Attorneys’ Fees. Each Holder of Registrable Securities, in addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. The Company agrees that monetary damages may not be adequate compensation for any loss incurred by reason of a breach by it of any provision of this Agreement. As between the parties to this Agreement, in any action or proceeding brought to enforce any provision of this Agreement, or where any provision hereof is validly asserted as a defense, the successful party shall be entitled to recover reasonable attorney's fees in addition to its costs and expenses and any other available remedy.

19. Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Indiana without giving effect to any choice or conflict of law provision or rule (whether of the State of Indiana or any other jurisdiction). Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States or the courts of the State of Indiana in each case located in the city of South Bend and County of St. Joseph, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

20. Waiver of Jury Trial. Each party acknowledges and agrees that any controversy, which may arise under this Agreement, is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby. Each party to this Agreement certifies and acknowledges that (a) no representative of any other party has represented, expressly or otherwise, that such other party

would not seek to enforce the foregoing waiver in the event of a legal action, (b) such party has considered the implications of this waiver, (c) such party makes this waiver voluntarily, and (d) such party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 20.

21. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

22. Court Approval. It is a condition precedent to the rights and obligations of the parties hereto that the Settlement Agreement be judicially approved in accordance with Section 21 thereof, and, if for any reason such approval is not granted, then this Agreement shall be deemed void ab initio and no party shall be deemed to have acquired any rights (or to have assumed any obligations) solely by reason of such party’s having executed and delivered this Agreement to any other party.

[COMPANY SIGNATURE AND COUNTERPART SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the Company and the Trustee have executed this Registration Rights Agreement on the date first written above.

	1st SOURCE CORPORATION

	By

	Name:

	Title:




	1ST SOURCE BANK, as trustee of the Morris Trusts

	By:
	As its:

COUNTERPART SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT

The undersigned, who is eligible to become a Beneficiary, as such term is defined by that certain Registration Rights Agreement (the “Agreement”) dated as of October 8, 2015, among 1^st Source Corporation, an Indiana corporation, and the several Beneficiaries described therein, hereby executes this Counterpart Signature Page to Registration Rights Agreement, to evidence that the undersigned is now a party to the Agreement in the capacity of Beneficiary, with respect to the Registrable Securities (as defined therein) owned beneficially by the undersigned and of which the undersigned or the third party identified below is the Holder, identified specifically as follows (or on attached continuation sheets initialed by the undersigned in identical tabular format):

Names of Record Holder or of Bank, Trust, or Brokerage	Account Number(s) or Stock Certificate Number(s)	Number of Shares of SRCE (Registrable Securities)

This Counterpart Signature Page shall be attached to, and maintained with, the Agreement.

IN WITNESS WHEREOF, the undersigned executes this Counterpart Signature Page as of _______, 2015.


Signature(s) of Beneficiary


Printed Name(s) of Beneficiary


Address of Beneficiary

Acknowleged:

1st SOURCE CORPORATION

By		Date: _________________, 2015

Name:
Title:

SUBJECT TO COMPLETION AND ADDITION

AS CONTEMPLATED BY DEFINITION OF “REGISTRABLE SECURITIES”

Exhibit A

Listing of Shares Held by or for Beneficiaries (other than as beneficiaries of Morris Trusts) that are Registrable Securities and Identification of the Present “Holders” Thereof

Names of Beneficiary and of Record Holder or Bank, Trust, or Brokerage	Account Number(s) or Stock Certificate Number(s)	Number of Shares of SRCE (Registrable Securities)
Stanley C. Carmichael TRS FBO S. Clarke Carmichael Trust U/A 9/22/1993		9,125
Ernestine C. Nickle		206,306
Andrew W. Nickle		6,575

A-1

Exhibit B

Morris Family Trusts

Listing of shares held by Morris Trusts that are Registrable Securities

held by 1st Source Bank, as Trustee

1st Source Trust Account #	Grantor	SRCE Cusip # 336901103 Account Name	Date/Trust	Shares As of 10/8/2015
43-0164-01-2	ELM	E. L. Morris fbo Carmen Murphy	3/22/1957	283,897
43-0163-01-4	ELM	E. L. Morris fbo Carmen Murphy	10/20/1959	646,582
43-0165-01-9	EMR	E. M. Raclin fbo Carmen Murphy	10/27/1964	17,246
43-0150-01-1	ELM	E. L. Morris fbo EMR and Carmen Murphy	10/12/1955	43,132
43-0151-01-9	ELM	E. L. Morris fbo EMR and Carmen Murphy	10/12/1965	41,640
43-0038-01-8	OCC	Carmen Murphy Charitable Annuity Trust	7/2/1971	115,684
		FAMILY TOTALS		1,148,181

43-0172-01-5	ELM	E. L. Morris fbo E.C. Nickle	3/22/1957
43-0171-01-7	ELM	E. L. Morris fbo E.C. Nickle	10/20/1959	54,453
43-0173-01-3	EMR	E. M. Raclin fbo E.C. Nickle	10/27/1964	-
43-0152-01-7	ELM	E. L. Morris fbo EMR and E. C. Nickle	10/12/1965	-
43-0153-01-5	ELM	E. L. Morris fbo EMR and E.C. Nickle	10/12/1965	-
43-0039-01-6	OCC	E. C. Nickle Charitable Annuity Trust	7/2/1971	115,691
		FAMILY TOTALS		170,144

43-0044-01-6	ELM	E. L. Morris fbo O.C. Carmichael III	3/22/1957	5,370
43-0042-01-0	ELM	E, L. Morris fbo O.C. Carmichael III	10/20/1959	106
43-0046-01-1	EMR	E.M. Raclin fbo O.C. Carmichael III	10/27/1964	5,269
43-0154-01-3	ELM	E. L. Morris fbo EMR and O.C. Carmichael III	10/12/1965	-
43-0155-01-0	ELM	E. L. Morris fbo EMR and O.C. Carmichael III	10/12/1965	-
43-0037-01-0	OCC	O.C. Carmichael III Charitable Annuity Trust	7/2/1971	115,691
		FAMILY TOTALS		126,436

43-0045-01-3	ELM	E. L. Morris fbo S.C. Carmichael	3/22/1957
43-0043-01-8	ELM	E. L. Morris fbo S.C. Carmichael	10/20/1959	2,703
	EMR	E. M. Raclin fbo Clark Carmichael (closed 4/94)	10/27/1964	-
43-0156-01-S	ELM	E. L. Morris fbo EMR and S.C. Carmichael	10/12/1965	-
43-0157-01-6	ELM	E. L. Morris fbo EMR and S.C. Carmichael	10/12/1965	-
43-0040-01-4	OCC	S.C. Carmichael Charitable Annuity Trust	7/2/1971	30,618
		FAMILY TOTALS		33,321

43-0147-01-7	ELM	E. L. Morris Trust	4/28/1932	2,833,166
43-0199-01-8	ELM	Ernestine M. Raclin Charitable Irrev Trust	8/6/1960	589,030
43-0201-01-2	ELM	Ernestine M. Raclin Irrevocable Trust	8/6/1960	919,730
43-0148-01-5	ELM	Ella Morris Charitable Trust	12/24/1964	6,393
43-0149-01-3	ELM	E. L. Morris Irrev Charitable Living Trust	1/22/1965	24,918
43-0200-01-4	ELM	Ernestine M. Raclin Irrevocable Trust	8/20/1965	913,535
		UNSPLIT TRUSTS TOTAL		5,286,772

		GRAND TOTALS		6,764,854

Grantor Key
	ELM Ella L. Morris
	EMR Ernestine M. Carmichael (Raclin)
	OCC Oliver C. Carmichael, Jr.

B-1

Exhibit C

Listing of FDRs for Silos Holding Silo Registrable Securities Subject to this Agreement

Name of FDR	United States Postal Service Mailing Address	Electronic Mailing Address
Ernestine C. Nickle	1425 E Woodside South Bend, IN 46614 and 560 Sea Oak Drive Vero Beach, FL 32963	nickleaw@aol.com and ecn1425@aol.com
Stanley C. Carmichael	1510 71^st Street Fennville, MI 49408	scclh@comcast.net
Oliver C. Carmichael III	3212 W End Avenue – Suite 500 Nashville, TN 37203	ccarmichael@carmichaelinc.com
Carmen C. Murphy	1237 East Jefferson Blvd South Bend, IN 46617	carmimurphy@me.com

C-1

Exhibit 5.1

November 10, 2015

1st Source Corporation

100 North Michigan Street

South Bend, IN 46601

Re:

1st Source Corporation Registration Statement on Form S-3

Gentlemen:

We have acted as counsel to 1st Source Corporation (the “Company”) in connection with the registration statement on Form S-3 (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”), relating to the registration of 3,068,851 shares of common stock, without par value, of the Company (the “Common Stock”), for distribution and/or resale by the selling shareholders named in the Registration Statement (the “Shares”). This opinion is furnished pursuant to the requirements of Item 601(b)(5) of Regulation S-K.

In rendering this opinion, we have made such examination of the corporate records and proceedings of the Company and considered such questions of law and taken such further action as we deemed necessary or appropriate to enable us to render this opinion. Based upon such examination, we are of the opinion that the Shares have been duly authorized by all necessary corporate action of the Company and are validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to us under the heading “Legal Matters” in the prospectus that is part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.


		Sincerely,

		/s/ BARNES & THORNBURG LLP

		BARNES & THORNBURG LLP

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S‑3) and related Prospectus of 1st Source Corporation for the registration of 3,068,851 shares of its common stock and to the incorporation by reference therein of our report dated February 20, 2015, with respect to the consolidated financial statements of 1st Source Corporation, and the effectiveness of internal control over financial reporting for 1st Source Corporation, included in its Annual Report (Form 10-K) for the year ended December 31, 2014, filed with the Securities and Exchange Commission.


		/s/ Ernst & Young LLP

Chicago, Illinois
November 9, 2015

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 true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his 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-3 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 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 9th day of November, 2015.

/s/ Allison N. Egidi		/s/ Christopher J. Murphy III
Allison N. Egidi		Christopher J. Murphy III

/s/ Daniel B. Fitzpatrick		/s/ Christopher J. Murphy IV
Daniel B. Fitzpatrick		Christopher J. Murphy IV

/s/ Craig A. Kapson		/s/ Timothy K. Ozark
Craig A. Kapson		Timothy K. Ozark

/s/ Najeeb A. Khan		/s/ John T. Phair
Najeeb A. Khan		John T. Phair

/s/ Vinod M. Khilnani		/s/ Mark D. Schwabero
Vinod M. Khilnani		Mark D. Schwabero

/s/ Rex Martin
Rex Martin

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, 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 November 9, 2015.

Witness my hand and Notarial Seal this 9th day of November, 2015.

	/s/ Linda Wojciechowski
	Notary Public

	Linda Wojciechowski
	Printed Name

My Commission Expires:

1/3/2018

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