SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

Filed by the registrant [x]

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Check the appropriate box:
[ ] Preliminary Proxy Statement
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(as permitted by Rule 14a-6(e) (2))
[x ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 240.14a-11(c) or Rule 240.14a-12

1ST SOURCE CORPORATION
(Name of Registrant as Specified in its Charter)
------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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1st Source Corporation
Post Office Box 1602
South Bend, Indiana 46634

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

TO THE SHAREHOLDERS OF 1ST SOURCE CORPORATION:

The Annual Meeting of Shareholders of 1st Source Corporation will be held at the
1st Source Center, 4th Floor Boardroom, 100 North Michigan Street, South Bend,
Indiana 46601, on April 28, 2005, at 10:00 a.m. local time, for the purpose of
considering and voting upon the following matters:

1. ELECTION OF DIRECTORS. Election of four directors for terms expiring in 2008.

2. OTHER BUSINESS. Such other matters as may properly come before the meeting or
any adjournment thereof.

Shareholders of record at the close of business on February 22, 2005, are
entitled to vote at the meeting.

By Order of the Board of Directors,

John B. Griffith
Secretary

South Bend, Indiana
March 21, 2005

================================================================================
PLEASE DATE AND SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY IN
THE ENCLOSED ENVELOPE. IF YOU DO NOT ATTEND THE MEETING, YOU MAY, NEVERTHELESS,
VOTE IN PERSON AND REVOKE A PREVIOUSLY SUBMITTED PROXY.
================================================================================

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1st SOURCE CORPORATION

P.O. Box 1602 - South Bend, Indiana 46634

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of proxies to be voted at the Annual Meeting of Shareholders
of 1st Source Corporation ("1st Source"), to be held on April 28, 2005, at 10:00
a.m. local time, at the 1st Source Center, 100 North Michigan Street, 4th Floor
Boardroom, South Bend, Indiana 46601. Only Shareholders of record at the close
of business on February 22, 2005, will be eligible to vote at the Annual
Meeting. The voting securities of 1st Source consist only of Common Stock, of
which 21,376,733 shares were outstanding on the record date. Each Shareholder of
record on the record date will be entitled to one vote for each share.
Cumulative voting is not authorized. The approximate date for making available
this Proxy Statement and the form of proxy to Shareholders is March 21, 2005.
With respect to each matter to be acted upon at the meeting, abstentions on
properly executed proxy cards will be counted for determining a quorum at the
meeting; however, such abstentions and shares not voted by brokers and other
entities holding shares on behalf of beneficial owners will not be counted in
calculating voting results on those matters for which the shareholder has
abstained or the broker has not voted.

The cost of solicitation of proxies will be borne by 1st Source. In addition to
the use of mails, proxies may be solicited through personal interview,
telephone, and facsimile by directors, officers and regular employees of 1st
Source without additional remuneration therefor.

REVOCABILITY

Shareholders may revoke their proxies at any time prior to the meeting by giving
written notice to John B. Griffith, Secretary; 1st Source Corporation; Post
Office Box 1602; South Bend, Indiana 46634, or by voting in person at the
meeting.

PERSONS MAKING THE SOLICITATION

This solicitation is being made by the Board of Directors of 1st Source.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Ownership of beneficial owners of more than 5% of the Common Stock
outstanding at February 22, 2005:

Name and Address Type of Ownership Amount % of Class
- --------------------------------------------------------------------------------
Ernestine M. Raclin(1) Direct 167,736 0.78%
100 North Michigan Street Indirect(2) 5,612,580 26.26%
South Bend, IN 46601 --------- -----
Total 5,780,316 27.04%
========= =====

Christopher J. Murphy III Direct 774,707 3.63%
100 North Michigan Street Indirect(3) 2,031,748 9.50%
South Bend, IN 46601 --------- ----
Total 2,806,455 13.13%
========= =====

1st Source Bank as Trustee for the Direct 1,311,901 6.14%
1st Source Corporation Employees' ========= ====
Profit Sharing Plan and Trust

(1) Mrs. Raclin is the mother-in-law of Mr. Murphy.

(2) Owned indirectly by Mrs. Raclin who disclaims beneficial ownership thereof.
Most of these securities are held in trusts, of which 1st Source Bank is
the trustee and has sole voting power. While Mrs. Raclin is an income
beneficiary of many of these trusts, the ultimate benefit and ownership
will reside in her children and grandchildren.

(3) Owned indirectly by Mr. Murphy who disclaims beneficial ownership thereof.
The securities are held by Mr. Murphy's wife and children, or in trust or
limited partnerships for the benefit of his wife and children. Mr. Murphy
is not a current income beneficiary of most of the trusts. Due to the
structure of various trusts and limited partnerships, 665,308 shares are
shown both in Mr. Murphy's and Mrs. Raclin's ownership.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

The Board of Directors knows of no matters to come before the Annual Meeting
other than the matters referred to in this Proxy Statement. However, if any
other matters should properly come before the meeting, the persons named in the
enclosed proxy intend to vote in accordance with their best judgment. No
director, nominee for election as director, nor executive officer of 1st Source
has any special interest in any matter to be voted upon other than election to
the Board of Directors. Directors, executive officers, and voting trustees have
indicated that they intend to vote for all directors as listed in Proposal
Number 1.

PROPOSAL NUMBER 1: ELECTION OF DIRECTORS

The Board of Directors is divided into three (3) groups of directors whose terms
expire at different times. At the 2005 Annual Meeting, four (4) directors are to
be elected for terms expiring in 2008, or until the qualification and election
of a successor. Directors will be elected by a plurality of the votes cast.

The following information is submitted for each nominee as well as each director
and each non-director executive officer continuing in office.

Beneficial Ownership
of Equity Securities(1)
-----------------------
Year
in Which
Directorship Common % of
Name Age Principal Occupation(3) Assumed Stock Class
- -------------------------------------------------------------------------------------------------------------------------
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
TERMS EXPIRING IN APRIL, 2008
- -----------------------------

Lawrence E. Hiler 59 Chairman, Hiler Industries 1992 2,166 *
(metal castings)

Rex Martin 53 Chairman, President and Chief 1996 2,768 *
Executive Officer, NIBCO, Inc.
(copper and plastic plumbing parts
manufacturer); and Director,
Coachmen Industries, Inc.

Christopher J. Murphy III 58 Chairman of the Board, President, 1972 2,806,455(2) 13.13%
and Chief Executive Officer, 1st
Source Corporation; and Chairman of
the Board and Chief Executive Officer,
1st Source Bank; and Director,
Quality Dining, Inc.

Timothy K. Ozark 55 Chairman and Chief Executive Officer, 1999 5,300 *
Aim Financial Corporation (mezzanine
funding and leasing)

DIRECTORS CONTINUING IN OFFICE
TERMS EXPIRING IN APRIL, 2006
- -----------------------------
Terry L. Gerber 64 President and Chief Executive Officer, 2004 10,031 *
Gerber Manufacturing Company, Inc.
(clothing manufacturer)

William P. Johnson 62 President, Flying J, LLC (consulting); 1996 17,288 *
prior thereto, Chief Executive Officer,
Goshen Rubber Co., Inc.(rubber and
plastic parts manufacturer);
and Director, Coachmen Industries, Inc.

Craig A. Kapson 54 President, Jordan Automotive Group 2004 54,408 *
(automotive dealerships)

John T. Phair 55 President, Holladay Properties 2004 30,871 *
(real estate development)

Mark D. Schwabero 52 President, Outboard Business Unit, 2004 1,438 *
Mercury Marine (marine
propulsion systems); prior thereto,
President and Chief Executive Officer,
Hendrickson International (heavy-duty
transportation products)

TERMS EXPIRING IN APRIL, 2007
- -----------------------------

David C. Bowers 68 Formerly, Executive Vice President, 2003 4,546 *
Park National Bank and Secretary
and Chief Financial Officer, Park
National Corporation (financial services)

Daniel B. Fitzpatrick 47 Chairman, President, Chief Executive 1995 36,870 *
Officer and Director, Quality Dining,
Inc. (quick service and casual dining
restaurant operator)

Wellington D. Jones III 60 Executive Vice President, 1st Source 1998 234,298 1.10%
Corporation, and President and Chief
Operating Officer, 1st Source Bank

Dane A. Miller, Ph.D. 59 President, Chief Executive Officer and 1987 18,804 *
Director, Biomet, Inc. (medical
products and technology)

Toby S. Wilt 60 Chairman, Christie Cookie Company 2002 10,000 *
(gourmet foods); President, TSW
Investment Company; Director,
Outback Steakhouse, Inc.; and
Director, TLC Vision Corporation

NON-DIRECTOR EXECUTIVE OFFICERS

Richard Q. Stifel 63 Executive Vice President, Business Banking 100,161 *
Group, 1st Source Bank (since 1992)

Allen R. Qualey 52 President and Chief Operating Officer, 91,860 *
Specialty Finance Group, 1st Source Bank
(since 1997)

John B. Griffith 47 Senior Vice President, General Counsel 9,403 *
and Secretary, 1st Source Corporation
and 1st Source Bank (since 2001);
prior thereto, Partner, McDermott, Will & Emery

Larry E. Lentych 58 Senior Vice President, Treasurer and Chief 71,619 *
Financial Officer, 1st Source Corporation and
1st Source Bank (since 1988)

All Directors and Executive Officers as a Group (18 persons) 3,508,286 16.41%

* Represents holdings of less than 1%.

(1) Based on information furnished by the directors and executive officers as
of February 22, 2005.

(2) The amounts shown include shares of Common Stock held directly or
indirectly in the following amount by the spouse and other family members
of the immediate household of Christopher J. Murphy III, who disclaims
beneficial ownership of such securities: 2,031,748 shares. Voting authority
for 957,082 shares owned indirectly by Mr. Murphy is vested in 1st Source
Bank as Trustee for various family trusts. Investment authority for those
shares is held by 1st Source Bank as Trustee of the underlying trusts.

(3) The principal occupation represents the employment for the last five years
for each of the named directors and executive officers. Directorships
presently held in other registered corporations are also disclosed.

Directors and officers of 1st Source and their affiliates were customers of and
had transactions with 1st Source and its subsidiaries in the ordinary course of
business during 2004 and in compliance with applicable federal and state laws
and regulations. Additional transactions are expected to take place in the
ordinary course of business in the future. All outstanding loans and commitments
were made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons and did not involve more than the normal risk of collectibility,
or present other unfavorable features. Credit underwriting procedures followed
were no less stringent than those for comparable transactions with other
borrowers.

Mr. Johnson is President and a principal shareholder of WPJ Realty, Inc., a real
estate company. In 2004, 1st Source Bank entered into two lease agreements with
WPJ Realty pursuant to which 1st Source Bank leases a banking center facility
and a drive-up Resource Center. In 2004, 1st Source Bank paid an aggregate of
$88,523.67 to WPJ Realty, Inc. under these leases. Both lease agreements grant
1st Source Bank a right of first refusal and an option to purchase the property
during the lease term. The lease agreements expire on September 30, 2013.

Mr. Kapson is President and a principal shareholder of Jordan Motors, Inc., an
automobile dealership. 1st Source Bank has established an ongoing relationship
with Jordan Motors in which Jordan Motors facilitates the purchase of
automobiles by car rental companies that are commercial lending customers of the
Bank. Where the customer chooses to utilize this arrangement, the purchase price
of such vehicles is funded by the Bank as a loan to the customer on customary
terms. During 2004 the Bank loaned customers approximately $5.4 million for the
purchase of automobiles from Jordan Motors, which amount included service fees
paid to Jordan of less than $18,000 in the aggregate. Also during 2004 the Bank
purchased vehicles in an aggregate amount of approximately $216,000 from Jordan

Motors for lease to various commercial finance customers of the Bank on
customary terms. Revenues from all of the foregoing represented less than 0.06%
of 2004 revenues of Jordan Motors.

BOARD COMMITTEES AND OTHER CORPORATE GOVERNANCE MATTERS

In January 2004 the Board of Directors adopted Corporate Governance Guidelines
to ensure and document the Company's existing high standards for corporate
governance. The Corporate Governance Guidelines are in accordance with the
listing standards of the Nasdaq Stock Market and Securities and Exchange
Commission rules. The Corporate Governance Guidelines are available on the
Company's website at www.1stsource.com.

DIRECTOR INDEPENDENCE -- The Board assesses each director's independence in
accordance with the Corporate Governance Guidelines. The Corporate Governance
Guidelines define an independent director as one who has no relationship to the
Company that would interfere with the exercise of independent judgment in
carrying out responsibilities as a director of the Company and who are otherwise
"independent" under the listing standards of the Nasdaq Stock Market. The Board
has determined, after careful review, that each member of the Board is
independent as defined in the Company's Corporate Governance Guidelines, with
the exception of Mr. Murphy and Mr. Jones, who are employed by the Company.
Accordingly, twelve out of the fourteen current members of the Board are
independent directors.

BOARD COMMITTEES -- 1st Source and its major subsidiary, 1st Source Bank, share
the following permanent committees made up of board members of both
organizations. Executive and Governance, Nominating, Audit, and Executive
Compensation and Human Resources Committee members are appointed annually after
the Annual Meeting of Shareholders.

Committee Members Functions 2004 Meetings
- ----------------------------------------------------------------------------------------------------------------------------------

Executive and Governance(2) Christopher J. Murphy III(1) o Serve as senior committee with 1
William P. Johnson oversight responsibility for effective
Rex Martin governance of the Company.
Timothy K. Ozark o Power to act for the Board of
Toby S. Wilt Directors between meetings subject to
certain statutory limitations.
o Identify and monitor the appropriate
structure of the Board.
o Select Board members for committee
assignments.

Nominating(2) William P. Johnson(1) o Identify, evaluate, recruit and select -
Rex Martin qualified candidates for election,
Timothy K. Ozark re-election or appointment to the
Toby S. Wilt Board of Directors.
o See also "Nominating Committee
Information" below.

Committee Members Functions 2004 Meetings
- ----------------------------------------------------------------------------------------------------------------------------------

Audit(2) David C. Bowers(1) o Select the Company's independent 4
Daniel B. Fitzpatrick registered public accounting firm.
Terry L. Gerber o Review the scope and results of the
Lawrence E. Hiler audits by the internal audit staff and the
Dane A. Miller independent registered public accounting firm.
Timothy K. Ozark o Review the adequacy of the accounting
Mark D. Schwabero and financial controls and presents the
Toby S. Wilt results to the Board of Directors with
respect to accounting practices and internal
procedures. Also makes recommendations for
improvements in such procedures.
o See also "Report of the Audit Committee" below.

Executive Compensation Timothy K. Ozark(1) o Determine compensation for senior 5
and Human Resources William P. Johnson management personnel, review the
Rex Martin Chief Executive Officer and manage
Toby S. Wilt the Company's stock plans.

(1) Committee chairman

(2) The charter of the committee is available on the Company's website at
www.1stsource.com.

MEETINGS OF THE BOARD OF DIRECTORS AND DIRECTORS' COMPENSATION -- The Board of
Directors held six meetings in 2004. No incumbent directors attended fewer than
75% of the aggregate total meetings of the Board of Directors and all committees
of the board of 1st Source on which they served. Directors receive fees in the
amount of $16,000 per year, $1,000 per board meeting and $750 per committee
meeting attended ($1,000 per Audit Committee meeting attended). Committee
chairpersons receive an additional $250 per meeting attended (an additional $750
per Audit Committee meeting attended). Total fees paid in 2004 were $466,833.

ANNUAL MEETING ATTENDANCE -- Per the Company's Corporate Governance Guidelines,
directors are expected to attend the Annual Meeting of shareholders. The
Chairman of the Board presides at the Annual Meeting, and the Board of Directors
holds one of its regular meetings in conjunction with the Annual Meeting of
shareholders. All members of the Board at the time of the Company's 2004 Annual
Meeting of shareholders attended that meeting.

CODE OF ETHICAL CONDUCT -- The Board of Directors has adopted a Code of Ethical
Conduct for Financial Managers, which is available on the Company's website at
www.1stsource.com. The Code of Ethical Conduct for Financial Managers
constitutes a code of ethics as defined in Section 406(c) of the Sarbanes-Oxley
Act of 2002 and applies to the Chief Executive Officer, Chief Financial Officer,
Controller and other individuals performing similar accounting or financial
reporting functions for the Company.

SHAREHOLDER COMMUNICATIONS -- Communications to the Board of Directors from
shareholders are welcomed. All written communications should be directed to the
attention of the Chairman of the Executive and Governance Committee. The
Chairman of the Executive and Governance Committee shall either (i) relay a
shareholder communication to the full board or an appropriate committee
chairman, or (ii) where he feels that the communication is not appropriate to
relay, at least provide a copy of the communication and an indication of his
proposed disposition to the General Counsel, or another independent director,
either of whom may forward the communication to any other directors if he deems
it prudent or appropriate to do so. The Chairman of the Executive and Governance
Committee shall forward all recommendations for board nominees submitted by
shareholders to the Chairman of the Nominating Committee.

NOMINATING COMMITTEE INFORMATION

The Board of Directors formed an independent Nominating Committee in January
2004. Its responsibilities were formerly carried out by the Executive Committee.
The charter of the Nominating Committee is available on the Company's website at
www.1stsource. com. All members of the Nominating Committee (see "Board
Committees" above) comply with the independence requirements of the Nasdaq Stock
Market listing standards.

The purpose of the Nominating Committee is to identify, evaluate, recruit and
select qualified candidates for election, re-election, or appointment to the
Board. The Nominating Committee may use multiple sources for identifying and
evaluating nominees for directors, including referrals from current directors
and executive officers and recommendations by shareholders. Candidates
recommended by shareholders will be evaluated in the same manner as candidates
identified by any other source. In order to give the Nominating Committee
adequate time to evaluate recommended director candidates, shareholder
recommendations should be submitted in writing at least 120 days prior to the
next Annual Meeting to be held on or about April 27, 2006. Nominations should be
addressed to the attention of the Chairman, Executive and Governance Committee,
c/o 1st Source Corporation.

The Nominating Committee will select new or incumbent nominees or recommend to
the Board replacement nominees considering the following criteria:

o Whether the nominee is under the mandatory retirement age of 70;
o Personal qualities and characteristics, accomplishments and reputation in
the business community;
o Current knowledge and contacts in the communities or industries in which
the Company does business;
o Ability and willingness to commit adequate time to Board and Committee
matters;
o The fit of the individual's skills with those of other directors and
potential directors in building a Board that is effective and responsive to
the needs of the Company; and
o Diversity of viewpoints, background, experience and other demographics.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee oversees 1st Source's financial reporting process on behalf
of the Board of Directors, retains and oversees the Company's independent
registered public accounting firm and approves all audit and non-audit services
provided by the independent registered public accounting firm. The Board of
Directors has adopted a Charter for the Audit Committee to set forth its
authority and responsibilities. All of the members of the Committee are
independent as defined in the listing standards of the Nasdaq Stock Market and
Securities and Exchange Commission rules. The Board has determined that David C.
Bowers, Daniel B. Fitzpatrick, Lawrence E. Hiler, Dane A. Miller, Timothy K.
Ozark, and Toby S. Wilt qualify as audit committee financial experts, as defined
by Securities and Exchange Commission guidelines.

The Committee reviewed the audited financial statements in the Annual Report
with management. The Committee also reviewed the financial statements with 1st
Source's independent registered public accounting firm, who are responsible for
expressing an opinion on the conformity of those audited financial statements
with accounting principles generally accepted in the United States. The
Committee also considered with the independent registered public accounting firm
their judgments as to the quality, not just the acceptability, of 1st Source's
accounting principles and such other matters as are required to be discussed
with the Committee under generally accepted auditing standards. In addition, the
Committee has discussed with the independent registered public accounting firm
the firm's independence from management and 1st Source, including the matters in
the written disclosures required by the Independence Standard Board, and
considered the compatibility of nonaudit services provided by the independent
registered public accounting firm to 1st Source with the firm's independence.

In reliance on the reviews and discussions referred to above, the Committee
recommended to the Board of Directors that the audited financial statements be
included in the Annual Report on Form 10-K for the year ended December 31, 2004
for filing with the Securities and Exchange Commission.

AUDIT COMMITTEE

David C. Bowers, Chairman

Daniel B. Fitzpatrick Terry L. Gerber
Lawrence E. Hiler Dane A. Miller
Timothy K. Ozark Mark D. Schwabero
Toby S. Wilt

REMUNERATION OF EXECUTIVE OFFICERS

The following tables set forth all aggregate remuneration accrued by 1st Source
and its subsidiaries in 2004 for 1st Source's chief executive officer and each
of 1st Source's other four most highly compensated executive officers.

SUMMARY COMPENSATION TABLE

Annual Long-Term
Compensation Compensation

Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h)
Securities
Other Annual Underlying LTIP All Other
Name and Principal Position(1) Year Salary Bonus(2) Compensation Options (#Sh) Payouts(2) Compensation(3)
- ------------------------------------------------------------------------------------------------------------------------------------

Christopher J. Murphy III 2004 $570,000 $72,440(4) $33,905 - $ 52,033 $622,902(4)
Chairman, President & CEO, 2003 570,000 -(5) 27,996 - 43,550 977,487(5)
1st Source, and Chairman 2002 565,659 - 27,990 - 129,017 14,000(6)
& CEO, 1st Source Bank

Wellington D. Jones III 2004 315,452 61,898 26,453 - 18,520 16,152
Executive Vice President 2003 306,500 17,500 18,377 - 14,422 14,000
1st Source, and President 2002 303,683 - 20,191 4,843 41,538 14,000
& COO, 1st Source Bank

Allen R. Qualey 2004 220,000 29,357 6,865 - 14,992 16,152
President and COO, 2003 220,000 - 5,415 - 11,708 14,000
Specialty Finance Group, 2002 217,846 - 5,592 - 34,711 14,000
1st Source Bank

Richard Q. Stifel 2004 204,000 45,667 6,331 - 9,142 16,152
Executive Vice President, 2003 200,220 10,000 3,066 - 7,102 14,000
Business Banking Group, 2002 196,724 - 5,764 562 20,036 14,000
1st Source Bank

John B. Griffith 2004 237,798 34,304 4,222 - 22,349 16,152
Senior Vice President, 2003 217,913 20,000 3,109 - 17,433 14,000
General Counsel and Secretary 2002 210,972 20,000 3,471 - 5,693 9,053

(1) Mr. Murphy, Mr. Jones, Mr. Qualey and Mr. Stifel signed employment
agreements in April 1998. Mr. Griffith signed an employment agreement in
March 2001. Mr. Murphy's agreement provides for a $570,000 base salary at
December 31, 2004, with annual increases of not less than 5% each year, and
cash bonus payments based on a formula computed in a manner similar to the
awards to executives under the Executive Incentive Plan and Long-Term
Executive Award Program. Mr. Murphy waived his right to a base salary
increase in 2004. Under the other four agreements, Mr. Jones, Mr. Qualey,
Mr. Stifel and Mr. Griffith receive base salaries of $318,750, $220,000,
$204,000 and $241,000, respectively, at December 31, 2004, with annual
increases each year as may be determined by 1st Source, and cash and stock
bonuses determined under the Executive Incentive Plan and the Long-Term
Executive Award Program. The agreements permit gross-up payments necessary
to cover possible excise tax payments by the Executives and to reimburse
the Executives for legal fees that might be expended in enforcing the
agreements' provisions or contesting tax issues relating to the agreements'
parachute provisions. Mr. Murphy's agreement is a five-year agreement
which is extended an additional year each year unless either party gives
notice not to extend. The agreements for Mr. Jones and Mr. Stifel expire on
December 31, 2005. Mr. Griffith's agreement expires on March 31, 2005. In
each case the Executive's agreement will be extended from year to year
thereafter unless either party gives notice not to extend. Mr. Qualey's
agreement expired on December 31, 2004 in accordance with its terms. 1st
Source has agreed to continue the financial terms of Mr. Qualey's former
agreement while he and the company consider the most appropriate future
arrangement. Simultaneously, the incentive programs for the Specialty
Finance Group which Mr. Qualey heads are being reviewed and revised with
the assistance of an outside consulting firm. If an Executive terminates
employment because of any adverse change in his status, he will continue to
receive his base salary for a period of twelve months after his
termination. If an Executive terminates employment within one year of a
change in control (which term includes any third party which becomes
beneficial owner of 50%, or in the case of Mr. Murphy, 20% or more of the
outstanding stock of 1st Source, the election of a majority of new
directors in connection with a sale, merger, other business combination or
contested Board of Directors election, or any approval of any transaction
which results in a disposition of substantially all of the assets of 1st
Source), he will receive severance pay in cash equal to 2.99 times his
"Annualized Includable Compensation" (as defined under the Internal Revenue
Code of 1986, as amended.) The agreements also include restrictive
covenants which require, among other things, that the Executives not
compete with 1st Source in bank or bank-related services within certain
designated counties of Indiana and not divulge confidential information or
trade secrets for a twenty-four month period (in the agreement of Mr.
Griffith, an unlimited period with respect to confidential information or
trade secrets) after termination of employment. In the event of disability,
an Executive will receive his base salary for up to one year, in addition
to other disability programs in effect for all officers of 1st Source.

(2) 1st Source has an Executive Incentive Plan (the "Plan") and the 1998
Performance Compensation Plan which are administered by the Executive
Compensation Committee (the "Committee") of the Board. Awards under the
Plan consist of cash and "Book Value" and "Market Value" shares of Common
Stock. "Book Value" shares are awarded annually on a discretionary basis
and typically are subject to forfeiture over a period of five (5) years.
In 2003, the Executive Compensation Committee extended, subject to Board
and shareholder approval, the forfeiture period for the award made in 1997
by four (4) years for all members of the Executive Incentive Plan except
Mr. Murphy, Mr. Jones and Mr. Qualey, who forfeited the remaining 20% of
that award. It also extended the forfeiture period for the awards made in
1998, 1999, 2000 and 2001 by four (4) years for all members of the
Executive Incentive Plan except Mr. Murphy, who forfeited the remaining 60%
of the 1998 award in January 2004 and the remaining 100% of the 1999 award
in January 2005. "Book Value" shares may only be sold to 1st Source, and
such sale is mandatory in the event of death, retirement, disability or
termination of employment. 1st Source may terminate or extend the Plan at
any time. During February 2001 and February 1996, 1st Source granted
special long-term incentive awards (the "Awards") to participants in the
Executive Incentive Plan administered by the Committee. The 2001 Award was
granted for the attainment of the company's long-term goals for 2000, which
were set in 1995. The 1996 Award was granted for the attainment of the
company's long-term goals for 1995 which were set in 1990. Each Award was
split between cash and 1st Source Common Stock valued at the market price
at the time of the award. Such shares are subject to forfeiture over a
period of ten (10) years. The first 10% of these shares was vested at the
grant of the Award. Subsequent vesting requires (i) the participant to
remain an employee of 1st Source and (ii) that 1st Source be profitable on
an annual basis based on the determination of the Committee.

1st Source also has a Restricted Stock Award Plan (the "Restricted Plan")
for key employees. Awards under the Restricted Plan are made to employees
recommended by the Chief Executive Officer and approved by the Committee.

Shares awarded under the Restricted Plan are subject to forfeiture over a
four (4) to ten (10) year period. Vesting is based upon meeting certain
criteria, including continued employment with 1st Source.

The bonus amounts shown represent the annual cash awards under the Plan,
the 1998 Performance Compensation Plan and other cash bonuses. Vested stock
under the Plan, the Awards and the Restricted Plan are included in the LTIP
Payouts column. The value placed on "Book Value" shares is the book value
per share as of December 31 of each year. The value placed on market value
shares is market value as of December 31 of each year. Mr. Murphy receives
this vested amount in cash.

Unvested stock holdings under the Plan, the Awards and the Restricted Plan
as of December 31, 2004, are as follows:

Name Book Value Market Value Calculated
Shares Shares Value
- --------------------------------------------------------------------------------
Christopher J. Murphy III 17,401 10,037 $530,284
Wellington D. Jones III 18,256 3,611 379,831
Allen R. Qualey 12,581 3,051 276,108
Richard Q. Stifel 4,304 1,501 106,122
John B. Griffith 3,535 2,570 121,272

(3) Amounts shown in "All Other Compensation" for Mr. Jones, Mr. Qualey, Mr.
Stifel, and Mr. Griffith represent 1st Source contributions to defined
contribution retirement plans.

(4) $606,750 of the amount shown in the "All Other Compensation" column for Mr.
Murphy for 2004 is the amount Mr. Murphy earned as a bonus for 2004 under
the 1998 Performance Compensation Plan. This amount served to satisfy part
of the Company's commitment to reimburse Mr. Murphy for his additional tax
liability related to the 2003 termination of the split-dollar insurance
benefit, discussed further in (5) below. The remaining $16,152 shown in
"All Other Compensation" represents 1st Source contributions to defined
contribution retirement plans.

(5) Mr. Murphy did not receive a cash bonus for 2003. The amount in the "All
Other Compensation" column for Mr. Murphy largely relates to termination at
the end of 2003 of the split-dollar insurance benefit for which 1st Source
has been obligated to Mr. Murphy since 1998. Because of changes in the tax
treatment and other regulations affecting split-dollar insurance
arrangements, 1st Source and Mr. Murphy agreed to terminate the existing
split-dollar insurance benefit on terms that also satisfied the company's
obligation to him under the 1998 Performance Compensation Plan. Mr. Murphy
earned a bonus for 2003 under the 1998 Performance Compensation Plan of
$478,850. At the direction of the Executive Compensation Committee of the
Board, and by agreement with Mr. Murphy, the company's obligation for such
bonus, as well as its obligation to fund premiums for the life insurance
benefit, were fully satisfied by the company's assignment to Mr. Murphy (or
his designee) of its right to receive repayment out of any death benefit of
the aggregate amount of previously funded premiums for the policy. $963,487
of the $977,487 included in "All Other Compensation" for 2003 for Mr.
Murphy directly relates to the termination of the split-dollar arrangement.
Of the $963,487, $758,478 reflects the value of the premium receivables
assigned to Mr. Murphy. The company paid the remaining $205,009 to satisfy
a loan against the cash surrender value of the policy used by Mr. Murphy's
designee trust to fund the 2002 premium for the policy. In connection with
termination of the split-dollar arrangement, Mr. Murphy incurred a tax
liability on the $963,487 distribution. Because the taxes were not
envisioned when 1st Source awarded the split-dollar insurance benefit to
Mr. Murphy in 1998, the Executive Compensation Committee also decided to
reimburse Mr. Murphy for his payment of such taxes. The Committee and Mr.
Murphy agreed that any amounts up to $656,000 he may earn in 2004 or
subsequent years, if needed, under the 1998 Performance Compensation Plan
will also serve to satisfy the Company's commitment to reimburse this
additional tax liability. The foregoing, including final payment of the
tax liability either in 2004 or a subsequent year, fully satisfies all
obligations to Mr. Murphy for the split-dollar insurance benefit. The
remaining $14,000 shown in "All Other Compensation" represents 1st Source
contributions to defined contribution retirement plans.

(6) The $14,000 shown in "All Other Compensation" in 2002 for Mr. Murphy
represent 1st Source contributions to defined contribution retirement
plans.

EXECUTIVE INCENTIVE PLAN -- AWARDS FOR LAST FISCAL YEAR

Number of Performance Period(1)
Name Book Value Shares until Payout
- --------------------------------------------------------------------------------
Christopher J. Murphy III 4,597 5 years
Wellington D. Jones III 3,928 5 years
Allen R. Qualey 1,863 5 years
Richard Q. Stifel 1,629 5 years
John B. Griffith 2,177 5 years

(1) Vesting of awards is tied to 1st Source achieving targeted annual increases
in net income over the next five years. Twenty percent (20%) of the award
vests each year based on attaining the performance.

PENSION PLAN BENEFITS

Annual pension benefits payable to executive officers after their retirement
under annuity contracts received from the terminated Pension Plan are as
follows:

Annual Pension
Name Benefits
-----------------------------------------------------
Christopher J. Murphy III $17,078
Wellington D. Jones III 6,694
Richard Q. Stifel 3,879

EXECUTIVE COMPENSATION AND HUMAN RESOURCES COMMITTEE REPORT

1st Source officers are reviewed annually by their immediate supervisor. The
review includes an assessment of management performance and achievement of
individual, group and Company goals. In 2003, reviews for the three most senior
officers were delayed by at least one year.

The performance review is a normal part of 1st Source's Salary Administration
Program. Positions are rated and placed in a salary range. Annually, with the
Board's approval, management establishes a salary performance grid that sets the
range of merit increases that may be given to officers depending on individual
performance and position (lower, middle or upper third) in the respective salary
range.

The categories of performance under the Company's review program are:

o Substantially and consistently exceeds job requirements
o Often exceeds job requirements
o Meets and sometimes exceeds job requirements
o Meets some job requirements, improvement is required
o Does not meet minimal job requirements

Management awards salary increases as determined under the guidelines of the
Salary Administration Program in conformance with the salary performance grid in
effect for the year and the annual budget.

All of the officers reported herein, including Mr. Murphy, are under the 1st
Source Salary Administration Program. In Mr. Murphy's case, he is evaluated by
us against a series of objectives set in the Company's annual budget plan and in
its long-term strategic plan as approved each year by our full Board. In
February 2005, we reviewed Mr. Murphy's salary. Under his employment contract
described elsewhere in this proxy statement, Mr. Murphy has a right to receive a
minimum annual increase of 5%. In 2002 and 2003 Mr. Murphy waived his right to
these 5% increases and, upon his recommendation, we granted no increase. We had
intended to review Mr. Murphy in the second quarter of 2004 but, upon his
recommendation, deferred his review until early 2005. At that time we assessed
Mr. Murphy's performance in dealing with the challenges facing the Company and
his leadership efforts and granted him a 5% increase.

Bonuses under 1st Source's Executive Incentive Plan (EIP) are determined
annually following the close of the year. The bonus is calculated based on the
officer's "partnership level" adjusted for the Company's performance relative to
plan and for the individual's performance relative to weighted objectives set by
the individual and his or her supervisor at the beginning of the year. In Mr.
Murphy's case, the base bonus is calculated at a "partnership level" of 25% of
his salary. For each 1% that the Company varies from its profit plan for the
year, the base bonus is adjusted up or down by 2.5%. Since the Company performed
slightly above its plan for the year and generally met its qualitative
objectives, Mr. Murphy was awarded $144,880 in 2005 for 2004 performance.

Under the terms of the EIP, 50% of an Executive Incentive Plan bonus is paid in
cash at the time of the award. The other 50% is paid in book value stock and is
subject to forfeiture over the succeeding five (5) years. The forfeiture lapses
ratably for each year the employee remains with the Company and for each year,
or period of years, the Company grows its net income by a targeted minimum per
year. During this period, the "at risk" portion of the bonus, delineated in book
value stock, is transferred to the participant as the forfeiture period lapses.
In Mr. Murphy's case, while determined in book value stock, the award is paid in
cash as the forfeiture lapses. Due to the Company's performance in 2002, the
remaining 20% of the award made in 1997 would be forfeited. In early 2003 Mr.
Murphy asked that the forfeiture period for these awards be extended for four
(4) years for all members of the Executive Incentive Plan except himself, Mr.
Jones, and Mr. Qualey, as they are the most senior officers of the Corporation
with credit and management authority and should bear full responsibility for the
Company's performance. The recommendation for the extension was made in an
effort to encourage the management team throughout the Company to accelerate
their efforts to return 1st Source to its historic earnings levels. We approved
this extension, as did the Board of Directors, and the Shareholders. We also
extended the forfeiture period for the awards made in 1998, 1999, 2000 and 2001
by four (4) years for all members of the Executive Incentive Plan except Mr.
Murphy, who forfeited the remaining 60% of the 1998 award in January 2004 and
the remaining 100% of the 1999 award in January 2005. 100% of Mr. Murphy's 2000
and 2001 awards will likely be forfeited in January 2006 and January 2007,
respectively.

Mr. Murphy was also eligible for a cash bonus under the 1998 Performance
Compensation Plan based on goals established by us at the beginning of 2004. For
2004, the award level set was 2.5% of net income, or the same percentage as set
for the five (5) previous years. Under the terms of that plan, Mr. Murphy earned
a bonus of $606,750. As discussed in our report for 2003 in last year's proxy as
well as footnotes (4) and (5) to the Summary Compensation Table above, the
payment of this bonus for 2004 served to satisfy part of the Company's remaining
commitment to reimburse Mr. Murphy's additional tax liability related to
termination of his split-dollar insurance benefit at the end of 2003.

EXECUTIVE COMPENSATION AND HUMAN RESOURCES COMMITTEE

Timothy K. Ozark, Chairman

William P. Johnson Rex Martin
Toby S. Wilt

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The persons named above were the only persons who served on the Executive
Compensation Committee of the Board of Directors during the last fiscal year.

OPTION GRANTS IN LAST FISCAL YEAR

There have been no option grants to executive officers in the last fiscal year.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND DECEMBER 31, 2004 OPTION VALUES

(a) (b) (c) (d) (e)
Number of Value of Unexercised
Securities Underlying In-the-Money
Unexercised Options at Options at
December 31, 2004 December 31, 2004
Shares Acquired Value
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- -------------------------------------------------------------------------------------------------------------------------

Christopher J. Murphy III 167,615 $2,839,130 121,275 - $ - -
Wellington D. Jones III 4,569 46,321 65,481 - 23,053 -
Allen R. Qualey 6,410 80,162 90,653 - 340,715 -
Richard Q. Stifel 13,324 211,396 52,725 - 213,559 -
John B. Griffith - - 12,500 12,500 32,000 32,000

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG 1ST SOURCE, NASDAQ MARKET INDEX** AND PEER GROUP INDEX***

31-Dec-99 31-Dec-00 31-Dec-01 31-Dec-02 31-Dec-03 31-Dec-04

1st Source 100 78 95 78 103 124
NASDAQ Index 100 63 50 35 53 57
Peer Group 100 122 123 118 151 161

* Assumes $100 invested on December 31, 1999, in 1st Source Corporation
common stock, NASDAQ market index, and peer group index.

** The NASDAQ Market Index is calculated using all companies which trade on
the NASDAQ National Market System or on the NASD Supplemental Listing. It
includes both domestic and foreign companies.

*** The peer group is a market-capitalization-weighted stock index of 117
banking companies in Indiana, Illinois, Michigan, Ohio, and Wisconsin.

NOTE: Total return assumes reinvestment of dividends.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The Securities Exchange Act of 1934 requires executive officers and directors to
file reports of ownership and changes in ownership of 1st Source Corporation
stock with the Securities and Exchange Commission and to furnish 1st Source with
copies of all reports filed. Based solely on a review of the copies of such
reports furnished to 1st Source and written representations from the executive
officers and directors that no other reports were required, 1st Source believes
that all filing requirements were complied with during the last fiscal year,
except that Mr. Griffith, Mr. Jones, Mr. Lentych, and Mr. Stifel each filed late
one report for one transaction.

RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The financial statements of 1st Source are audited annually by an independent
registered public accounting firm. For the year ended December 31, 2004 and the
four (4) preceding years, the audit was performed by Ernst & Young LLP. Fees for
professional services provided by Ernst & Young LLP for the last two years were
as follows:

2004 2003
- ---------------------------------------------------------
Audit Fees(1) $358,700 $200,500
Audit-Related Fees 88,886 94,870
Tax Fees 8,500 11,610
Other Fees - -
============================================ ============
Total(1) $456,086 $306,980
============================================ ============

(1) The amounts shown include fees billed through March 14, 2005. Management
and Ernst & Young LLP expect to meet in the near future to determine a
final fee for Ernst & Young's 2004 audit and its attestation report on
management's assessment of internal control over financial reporting.

Audit fees included fees associated with the annual audit and the reviews of 1st
Source's quarterly reports on Form 10-Q. Audit-related fees included fees for
pension and statutory audits and accounting consultations. Tax fees included
review of 1st Source's federal and state tax returns and tax advice on other
federal and state tax issues.

In 2004 the Audit Committee adopted an Audit and Non-Audit Services Pre-Approval
Policy covering services performed by 1st Source's independent registered public
accounting firm. Under this policy the annual audit services engagement terms
and fees are subject to the specific pre-approval of the Audit Committee. The
Audit Committee will approve, if necessary, any changes in terms, conditions and
fees resulting from changes in audit scope, company structure, or other matters.
Any other services provided by the independent registered public accounting firm
will require specific pre-approval by the Audit Committee unless the type of
service has received general pre-approval from the Audit Committee. In addition,
a pre-approved type of service will require specific pre-approval if the current
year fee level for the type of service will exceed the approved fee level
established annually by the Audit Committee. Requests or applications to provide
services that require approval by the Audit Committee will be submitted to the
Audit Committee by both the independent registered public accounting firm and
the Chief Financial Officer, and must include a joint statement as to whether,
in their view, the request or application is consistent with the SEC's rules on
auditor independence. All fees paid to the independent registered public
accounting firm for their 2004 services were pre-approved by the Audit
Committee in accordance with this policy.

Representatives of the firm of Ernst & Young LLP will be available to respond
to questions during the Annual Meeting. These representatives have indicated
that they do not presently intend to make a statement at the Annual Meeting. 1st
Source intends to retain Ernst & Young LLP as its independent registered public
accounting firm for the year ending December 31, 2005, pending approval of fees
by the Audit Committee and execution of an engagement letter.

PROPOSALS OF SECURITY HOLDERS

Proposals submitted by security holders for presentation at the next Annual
Meeting must be submitted in writing to the Secretary, 1st Source Corporation,
on or before November 4, 2005.

ADDITIONAL INFORMATION

As to the proposals presented for approval, a plurality of the shares voted is
required for approval.

A COPY OF 1ST SOURCE'S MOST RECENT ANNUAL REPORT ON FORM 10-K WILL BE PROVIDED,
WITHOUT CHARGE (EXCEPT FOR EXHIBITS), ON WRITTEN REQUEST TO: TREASURER, 1ST
SOURCE CORPORATION, POST OFFICE BOX 1602, SOUTH BEND, INDIANA 46634.

A copy of 1st Source's Annual Report on Form 10-K is furnished herewith to
Shareholders for the calendar year ended December 31, 2004, containing financial
statements for such year. The financial statements and the Report of Independent
Registered Public Accounting Firm are incorporated by reference in this Proxy
Statement.

By Order of the Board of Directors,

John B. Griffith
Secretary

South Bend, Indiana
March 21, 2005

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Christopher J. Murphy III, Wellington D. Jones
III, and John B. Griffith and each of them Proxies; to represent the
undersigned, with full power of substitution, at the Annual Meeting of
Shareholders of 1st Source Corporation to be held on April 28, 2005 and at any
and all adjournments thereof.

1. ELECTION OF DIRECTORS

[ ] FOR all nominees listed below (except as marked to the contrary)

[ ] WITHHOLD AUTHORITY to vote for all nominees listed below.

INSTRUCTION: to withhold authority to vote for any individual nominee, strike a
line through or otherwise strike the nominee's name in the list below.

Term Expires April, 2008:

Lawrence E. Hiler Rex Martin Christopher J. Murphy III Timothy K. Ozark

2. SUCH OTHER BUSINESS AS MAY PROPERLY BE BROUGHT BEFORE THE MEETING.

In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting.

1st Source Corporation
Post Office Box 1602
South Bend, Indiana 46634

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR ALL NOMINEES LISTED IN PROPOSAL 1.

Please sign exactly as shares are registered. When shares are held by joint
tenants, both should sign. When signing as attorney, administrator, trustee or
guardian, please give full title as such. If a corporation, please sign in full
corporate name by president or other authorized officer. If a partnership,
please sign in partnership name by authorized person.

================================================================================
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
PROMPTLY USING THE ENCLOSED ENVELOPE.

Signature__________________________________________________________

Signature (if held jointly)________________________________________

Date_______________________________________________________________
================================================================================