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1st Bank and Trust Co, 1931

1st Source Corporation and 1st Source Bank Nominating Committee Charter

Purpose
The purpose of the Nominating Committee (the “Committee”) of the Board of Directors of 1st Source Corporation and 1st Source Bank (the “Company”) is to identify, evaluate, recruit and select qualified candidates for election, re-election, or appointment to the Board.

Committee Membership, Qualifications and Meeting Schedule
The Committee shall consist of at least three directors.   All members shall be independent in accordance with the Nasdaq listing standards.   Unless otherwise determined by the full Board, the members of the Committee will be the independent members of the Company’s Executive and Governance Committee.   At the discretion of the Committee, the CEO shall attend meetings in an advisory, non - voting capacity.   Members of the Committee serve at the discretion of the Board with the expectation that members will serve at least two consecutive years and preferably three.   The Board shall appoint one member of the Committee as its chairperson.   The Committee shall meet at least once a year and at such additional times as may be necessary to carry out its responsibilities.   The Committee will cause to be kept adequate minutes of all its proceedings, and will report its actions to the next meeting of the Board.

Nomination Policy
The Committee believes that it is in the best interest of the Company and its shareholders to obtain highly-qualified candidates to serve as members of the Board.   The Committee will both seek, and consider in response to properly-submitted shareholder recommendations, candidates for election and appointment with excellent decision - making ability, business experience, technical, professional or educational background, personal integrity and reputation.   In addition, the Committee recognizes the benefit of a Board that reflects the diversity of the Company’s shareholders, employees and customers, and the communities in which it operates, and will accordingly actively seek, and consider in response to properly submitted shareholder recommendations, qualified candidates for nomination and election to the Board in order to reflect such diversity.

Authority, Duties and Responsibilities

  • Annually identify, recruit and select qualified nominees to stand for election or re-election as directors at the annual meeting of shareholders.
  • In the case of a vacancy in the office of a director (including a vacancy created by an increase in the size of the Board), select and recommend to the Board a qualified candidate to fill such vacancy.
  • Before selecting a nominee for election or re-election or recommending a director to fill a vacancy, review and evaluate (i) his or her qualifications, including judgment, skill, capability, diversity, ability to serve, conflicts of interest, business experience, the interplay of the candidate’s experience with that of the other Board members, the extent to which a candidate would be a desirable addition to the Board and any committee of the Board, (ii) if applicable to the nominee, whether the nominee would be deemed “independent” under marketplace rules of the Nasdaq Stock Market and SEC regulations, (iii) whether the nominee is qualified and likely to remain qualified to serve under the Company’s By-Laws and Corporate Governance Guidelines, and (iv) such other factors the Committee deems relevant.
  • In addition to using the same evaluation factors as established for new director candidates, consider the past participation and contribution of incumbent directors in determining whether to select them for re-election to the Board.
  • Review the qualifications of, evaluate and select, if warranted, director nominees submitted in good faith to the Board by shareholders in accordance with the procedures for submitting shareholder nominations set forth in the Company’s governance guidelines or otherwise established by the Board or the Committee.  
  • The Committee will evaluate candidates recommended by shareholders on the same basis as other candidates, but may consider, in its decision whether to select such candidates, information respecting the number of shares held and the length of time the shareholder has invested in the Company.
  • Delegate all or a portion of its duties and responsibilities to a subcommittee.
  • Review this charter bi-annually and recommend any proposed changes to the Board.
  • The Committee shall annually review its own performance.

Limitation
Nothing in this charter is intended to alter in any way the standard of conduct that applies to any of the directors under Ind. Code § 23-1-35 or § 28-13-11, as applicable, as amended, and this charter does not impose, nor shall it be interpreted to impose, any duty on any director greater than, or in addition to, the duties or standard established by such provisions.

Adopted by the Board of Directors this 29th day of January, 2004.


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