RESTATED
                          PEOPLES BANK & TRUST COMPANY
                      EXECUTIVES DEFERRED COMPENSATION PLAN
                          (EFFECTIVE DECEMBER 1, 1988)

                                    PREAMBLE

     This Plan is an unfunded supplemental retirement plan for a select group of
management  employees  and,  after  December 31,  1997,  members of the Board of
Directors,  of Peoples Bank & Trust  Company and is designed to meet  applicable
exemptions  under sections  201(2),  301(a)(3),  401(a)(1) and 4021(b)(6) of the
Employee  Retirement  Income  Security  Act  of  1974,  as  amended,  and  under
Department of Labor Regulation Section 2520.104-23.  The purpose of this Plan is
to provide  retirement  benefits to eligible  employees  who are employed by the
Company  on or after  December  31,  1997,  members  of the  Company's  Board of
Directors and their Beneficiaries. ARTICLE I DEFINITIONS Section 1.01. Actuarial
Standard.  The term "Actuarial  Standard" means a standard  adopted for any Plan
Year by the Committee for all  Participants,  based on health,  life expectancy,
medical history, dangerous avocation or other appropriate references or factors,
by which the applicability of the Full Survivor Benefit to each Deferral of each
Participant is determined.  Except for the Plan Year beginning  January 1, 1989,
the Committee shall provide notice to each eligible employee regarding the terms
of the  Actuarial  Standard  applicable  and his  eligibility  for Full Survivor
Benefits with respect to amounts,  deferred in the  subsequent  Plan Year, on or
before the fifteenth (15th) day of December immediately  preceding the Plan Year
during which the Actuarial Standard is to apply.

     Section  1.02.  Beneficiary.   The  term  "Beneficiary"  means  the  person
designated in the Participant's  last duly executed  Participation  Agreement to
receive death benefits or the remainder

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retirement  benefits  in the  event  of  the  Participant's  death.  "Contingent
Beneficiary" means the person designated in the Participant's last duly executed
Participation  Agreement to receive such benefits if the Beneficiary  should die
before receiving all benefit  payments to which the Beneficiary  would otherwise
be entitled.

     Section 1.03. Cause. The term "Cause" means (i) personal  dishonesty,  (ii)
willful  misconduct,  (iii) breach of fiduciary duty involving  personal profit,
(iv) intentional failure to perform stated duties, (v) conviction of a violation
of any law,  rule,  or  regulation  (other than  traffic  violations  or similar
offenses) or cease-and-desist  order, (vi) moral turpitude  reflecting adversely
on the  reputation  of the Company,  or (vii) any  material  breach of any term,
condition or covenant of this Agreement.  Section 1.04. "Change of Control". The
term "Change of Control" means the  occurrence of any of the following:  (i) the
sale, lease,  transfer,  conveyance or other  disposition  (other than by way of
merger or consolidation),  in one or a series of related transactions, of all or
substantially  all of the assets of the Company and its Subsidiaries  taken as a
whole to any "person" (as such term is used in Section  13(d)(3) of the Exchange
Act) (ii) the adoption of a plan relating to the  liquidation  or dissolution of
the Company,  (iii) the  consummation  of any  transaction  (including,  without
limitation,  any  merger  or  consolidation)  the  result  of  which is that any
"person"  (as defined  above),  other than  William E. "Mac"  McWhirter,  or his
spouse or lineal  descendants,  becomes the  beneficial  owner" (as such term is
defined  in Rule 13d-3 and Rule  13d-5  under the  Exchange  Act),  directly  or
indirectly,  of more than 50% of the  voting  stock of the  Company  or (iv) the
first day on which a majority  of the members of the Board of  Directors  of the
Company are not Continuing  Directors.  "Continuing  Directors" means, as of any
date of determination, any member of the Board of Directors

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of the Company who (i) was a member of such Board of Directors  January 24, 1996
or (ii) was  nominated  for election or elected to such Board of Directors  with
the approval of a majority of the Continuing  Directors who were members of such
Board at the time of such nomination.

     Section  1.05.   Committee.   The  term  "Committee"  means  the  committee
administering the Plan,  consisting of at least three (3) persons appointed from
time to time by the Company's  Board of Directors.  Section 1.06.  Company.  The
term "Company"  means Peoples Bank & Trust Company,  and any successor  thereto.
Section 1.07.  Compensation.  The term "Compensation" means for each Participant
in any Plan Year the total amount of cash  remuneration  (inclusive  of bonuses)
for employment or director  services paid to such Participant by the Company for
such Plan Year.  Section 1.08.  Deferral.  The term "Deferral"  means,  for each
Participant in each Plan Year, the amount of Compensation to be deferred in such
Plan Year by such Participant and allocated to such Participant's  Participation
Account.  Section 1.09. Effective Date. The term "Effective Date" means December
1, 1988. Section 1.10. Participant.  The term "Participant" means any individual
who  fulfills  the  eligibility  requirements  contained  in  Article II hereof.
Section 1.11.  Participation Account. The term "Participation Account" means the
account  maintained for each  Participant in this Plan which is credited in each
Plan Year with a Deferral  based on the amount  designated in the  Participation
Agreement  executed by such Participant and subsequently  credited with earnings
or reduced by losses in respect of such  Deferral,  depending on the  investment
option(s) applicable to the Deferral.

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     Section 1.12. Participation  Agreement. The term "Participation  Agreement"
means for a Participant the agreement executed by such Participant for each Plan
Year  signifying  his desire to become (or to continue to be) a  Participant  in
this Plan,  signifying  the amount of his  Compensation  which is to be deferred
during a  subsequent  Plan Year  pursuant  to the terms of this Plan and  making
related binding  elections.  Section 1.13.  Plan. The term "Plan" means the plan
embodied by this  instrument,  as now in effect or  hereafter  amended.  Section
1.14.  Plan Year.  The term "Plan Year" means the calendar  year.  Section 1.15.
Retirement Age. The term  "Retirement Age" means the date on which a Participant
attains age sixty-five (65).

                                   ARTICLE II
                            PARTICIPATION IN THE PLAN

     Section 2.01.  Eligibility.  Highly compensated and management employees of
the Company under Retirement Age whose participation is approved by the Board of
Directors of the Company in writing and members of the Board of Directors of the
Company shall be eligible to become Participants in this Plan.

     Section 2.02. Deferral Amounts.

                  (a)  Amount of  Deferral.  The amount of each  Deferral  to be
deferred  in any  Plan  Year  shall be  designated  by each  Participant  in the
Participation  Agreement  executed by such Participant for such Plan Year before
the beginning of a Plan Year; provided, however, that the amount of Compensation
to be deferred by any Participant in any Plan Year under this Plan shall not

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be less than One Thousand  Dollars  ($1,000)  and, not less than Three  Thousand
Dollars  ($3,000) for any Plan Year after 1998. The amount of Compensation to be
deferred by any  employee  Participant  in any Plan Year after 1998 shall not be
more than (i) one hundred percent (100%) of the  Participant's  Compensation for
such  Plan  Year  less  (ii)  the  lesser  of  (a)  ten  percent  (10%)  of  the
Participant's  Compensation  for  such  Plan  Year or (b) Ten  Thousand  Dollars
($10,000).  No Participant may defer any portion of his Compensation  subject to
garnishment.

                  (b) Modification of Deferral  Amount.  A Participant  shall be
permitted  to modify the amount of his  Compensation  to be deferred in any Plan
Year under this Plan by written  notice  provided  to the  Committee  before the
beginning of the Plan Year during which the modification is to become effective.

                  (c)  Discontinuation of Participation.  A Participant shall be
permitted  to  discontinue  his  participation  in this Plan by  written  notice
provided to the  Committee  before the  beginning  of the Plan Year in which the
discontinuation  is to be  effective  or by failing  to execute a  Participation
Agreement for such Plan Year. Any amounts  previously  deferred  before any such
discontinuance shall be paid in accordance with the provisions of this Plan.

                  (d)  Manner  of  Payout  of a  Participant's  Account.  If the
balance in a Participant's  Participation  Account attributable to a Deferral is
to be paid out in the event of the retirement of such Participant as provided in
this Plan, it shall be paid out in the manner and at the times  specified in the
Participation Agreement applicable to the Deferral, either: (i) in a single lump
sum payment; (ii) in substantially equal quarterly installments over a period of
not more than 15 years identified in the  Participation  Agreement,  or (iii) in
substantially  equal annual installments over a period of not more than 15 years
identified  in the  Participation  Agreement.  In the  absence of an  applicable
election in

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the Participation  Agreement  governing the Deferral,  the attributable  balance
shall be paid out in substantially equal quarterly installments over a period of
15 years. The balance of the Participant's  Participation Account shall be fixed
as of the date of  retirement  under  Section 4.01 and shall no longer be deemed
invested under Section 3.02. If retirement  benefits are payable other than in a
lump sum, the Company shall pay interest on payout installments,  in the case of
Deferrals under Investment  Option I, at the rate per annum that applied to such
Deferrals  at the  time  of  deferral,  and,  in the  case  of  Deferrals  under
Investment  Option II, at the rate that  applied to Deferrals  under  Investment
Option I for  Deferrals  made in the Plan Year in which the  first  such  payout
installment is to be made.

                  (e)  Early  Payout.   A  Participant   may  designate  in  his
Participation  Agreement  that a fixed  amount  or  percentage  of the  Deferral
covered  by such  Participation  Agreement  shall  be paid  out  (together  with
earnings or less losses attributable  thereto pursuant to Article III) in a lump
sum on a date  (not  earlier  than the date  five  years  after the date of such
Participation Agreement) specified in the Participation Agreement.

                  (f) Special  Request.  Subject to the consent of the Company's
Board of Directors  (without the  participation  of the  Participant),  benefits
under this Plan to be paid out  subsequent to  Participant's  retirement  may be
paid  at a time  or  times  different  from  that  provided  in  the  applicable
Participant's  Participation  Agreement, but only if such Participant delivers a
written  request  for such an  alternative  payout  specifying  the  alternative
time(s) for payment to the  Committee  after  Participant's  54th  birthday  but
before the first day of the Plan Year in which Participant retires under Section
4.01; provided,  further,  that under no circumstances shall alternative payment
be granted by the Board of Directors unless the Participant certifies in writing
to the Committee that he does not

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own beneficially,  directly or indirectly, shares of voting capital stock of the
Company or its parent  representing more than ten percent (10%) of the aggregate
voting  power of such  stock.  Whether to grant such a request  for  alternative
payment is subject to the absolute discretion of the Board of Directors.

                                   ARTICLE III
                                    ACCOUNTS

     Section 3.01. Purpose of Participation  Accounts. The Committee shall cause
a Participation  Account to be established in the name of each Participant.  The
Participation  Account of each Participant shall be credited each Plan Year with
such  Participant's  Deferral  for such  Plan Year and with  earnings  or losses
deemed  attributable  thereto  in  accordance  with the Plan and the  applicable
Participation Agreement. The purpose of establishing such Participation Accounts
is solely as a record-keeping  device to provide a mechanism for determining the
Participants'  benefits under this Plan. No amount  allocated to a Participation
Account shall earn or generate  interest or income of any kind. It is the intent
of the  Company  that the  Participants  shall  have no  title to or  beneficial
ownership of any cash,  investments or insurance contracts which the Company may
purchase,  set aside or allocate to any Participation Account. It is the further
intent of the Company that the title to and  beneficial  ownership of any assets
allocated  or related to any  Participation  Account,  whether  cash,  insurance
contracts or any other form of  investments,  shall at all times remain with the
Company.

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         Section 3.02. Allocation of Deferrals and Investment Options.

                  (a) The  Committee  shall in each  Plan Year  allocate  to the
Participation Account of a Participant his Deferral for such Plan Year.

                  (b) Each  Deferral  shall be deemed  invested,  subject to the
terms and  conditions  of this  Plan,  in one of the  following  two  investment
options to be specified in the Participation  Agreement.  In the absence of such
an election in the applicable Participation Agreement, Deferrals shall be deemed
invested pursuant to Investment Option I:

                  Investment  Option I: Fixed  rate of return  equal to 7.5% per
                  annum  or  such  other  rate  (higher  or  lower)  as  may  be
                  determined by the Committee for a Plan Year to be set forth in
                  the applicable  Participation  Agreement.  The rates of return
                  applicable  to  Deferrals  in Plan Years  prior to 1994 are as
                  follows:


          1989-1991                        10.0%
          1992-1993                        9.0%


                  Investment   Option  II:   Deemed   investment  in  securities
                  represented  by the S&P 500  Index  Plan  Year.  The  value of
                  Deferrals shall be adjusted  annually at the beginning of each
                  Plan Year to (i) account for changes  (increases or decreases)
                  in the S&P 500 Index  during  the  preceding  year and (ii) to
                  reduce the value of Deferrals by 1% of the balance  thereof at
                  the beginning of the preceding Plan Year.

                  (c) The allocation of a Participant's  Deferral Allocation for
a Plan Year to such Participant's  Participation Account shall be made as of the
first (lst) calendar day of such Plan Year; provided,  however,  that the actual
amount of Compensation deferred shall be deducted proportionately by the Company
from such Participant's  Compensation  throughout the Plan Year. A Participant's
Participant Account balance shall be adjusted at the beginning of each Plan Year
to give effect to earnings or (if applicable,  in the case of Investment  Option
II) losses accruing pursuant

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to the Participant's  applicable investment elections under paragraph (b) above.
If a  Participant  retires or his  employment  or service  otherwise  terminates
before  the end of a Plan  Year,  (i) his  Deferral  for such Plan Year shall be
recomputed  based on the amount of  Compensation  actually  deferred  before his
termination,  rather  than  on the  amount  of  Compensation  designated  in his
Participation  Agreement for such Plan Year, and such recomputed amount shall be
the amount allocated to his  Participation  Account for such Plan Year; and (ii)
his  Participation  Account shall be adjusted based on the investment  option(s)
applicable to the balance therein to reflect earnings or (if applicable,  in the
case of Investment Option II) losses to the date of termination.

     Section 3.03. Change of Investment  Option. As of the first day of any Plan
Year beginning after a Participant's 55th birthday, and Participant may, by duly
executed written  election  delivered to the Committee prior to such date, shift
any portion of the balance of his or her  Participation  Account  that is deemed
invested under Investment  Option II to Investment  Option I. The portion of the
balance of the  Participation  Account for which such  election is made shall be
deemed to have been invested as of and after such date under  Investment  Option
I.

                                   ARTICLE IV
                                    BENEFITS

     Section 4.01.  Retirement and Early  Retirement.  If and when a Participant
terminates his employment  with the Company or service on the Board of Directors
upon  or  after  attaining  fifty-five  (55),  the  Company  shall  pay to  such
Participant the balance contained in his Participation Account as of the date of
his  termination of employment or service with the Company (in the manner and at
the  times  determined  in  accordance  with  Section  2.02(d)  hereof  and  the
applicable  Participation   Agreement).  If  a  Participant  should  die  before

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receiving  all payments of benefits to which the  Participant  is entitled,  the
Company  shall  continue to pay such benefits to the  Beneficiary  designated in
such Participant's last duly executed Participation Agreement in the amounts and
at the times the Participant would have been entitled to receive them.  Payments
under this  Section 4.01 shall  commence no later than the first (1st)  calendar
day of the  first  (1st)  calendar  month  following  the  month in  which  such
Participant's  employment or service  terminates.  

     Section 4.02. Death Benefits.

(a) If a  Participant  dies before the  commencement  of payment of his benefits
under this Article IV and such Participant  meets the Actuarial  Standard at the
time of  allocation  of a Deferral,  the  Beneficiary  of such  Participant,  as
determined  pursuant  to such  Participant's  last duly  executed  Participation
Agreement,  shall be entitled to receive full Survivor Benefit payments from the
Company in respect of such Deferral as follows: The "Full Survivor Benefit" with
respect to a Deferral shall be the amount that the  Participant  would have been
entitled  (regardless of the actual investment and payment  elections  governing
such Deferral) to receive following  termination of employment due to retirement
after  attaining  Retirement  Age, had the  Participant  (i) elected  Investment
Option I for such  Deferral at the time of the  Deferral,  and;  (ii) elected to
receive payments for such Deferral in monthly  installments  over a period of 15
years following termination due to retirement.  (b) If a Participant dies before
the  commencement  of payment of his  benefits  under this  Article IV, but such
Participant did not meet the Actuarial Standard at the time of allocation of any
Deferral,  the survivor  benefits  otherwise payable annually in respect of such
Deferral (calculated under Section 4.02(a))shall be reduced to the percentage of
such  annual  survivor  benefit  set  forth on Table 1 of this  Plan for the age
closest to the age of such Participant at the time of his death. The

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Participant's  Beneficiary  shall  then be  entitled  only to  receive an annual
Survivor Benefit from the Company as provided in this Section 4.02 in the amount
equal to such reduced annual  Survivor  Benefit.  Such reduced  annual  Survivor
Benefit is sometimes referred to as the "Limited Survivor Benefit".

                  (c) If a Participant dies as a result of suicide,  no Survivor
Benefit  shall  be  payable  in  respect  of  any  Deferral  allocated  to  such
Participant's  Participation Account attributable to any Participation Agreement
executed  within two (2) calendar  years before such  Participant's  death.  The
Company  shall have no  obligation  under this Plan to  purchase  or maintain in
force any  insurance  contract.  Subject  to the  foregoing,  the  Participant's
Beneficiary  shall be  entitled  to  receive  the Full  Survivor  Benefit or the
Limited Survivor Benefit,  as applicable,  for a period of 15 years.  Subject to
delivery to the Committee of the Participant's  death certificate,  beginning no
later than sixty (60)  calendar days  following  the date of such  Participant's
death, the Full Survivor Benefit or the Limited Survivor  Benefit,  whichever is
applicable,  to which such Participant's  Beneficiary is entitled, shall be paid
out in one hundred and eighty (180) equal monthly  installments over a period of
15 years.  Payment  may also be made in a single  lump sum  payment of the total
Full Survivor  Benefit or Limited  Survivor  Benefit,  as applicable,  if (i) so
requested  in writing by the  Beneficiary;  (ii) such request is approved by the
Company's  Board  of  Directors;  and  (iii)  the  Beneficiary  is not  and  the
Participant  was not a beneficial  owner of more than 10% of the voting stock of
the Company or its parent.
         (d)  The  Survivor  Benefit  shall  be the  only  benefit  to  which  a
Participant's  Beneficiary  shall  be  entitled  if  Participant  dies  prior to
termination  of  employment  or service on the Board of  Directors.  No Survivor
Benefit shall be payable if Participant dies after  termination of employment or
service.


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     Section 4.03. Other Termination of Employment.

                  (a) If a Participant's  employment with the Company or service
on the Board of Directors  terminates for any reason other than death before age
fifty-five  (55), the Company shall pay to such Participant not later than sixty
(60) calendar days following the date of such termination,  in a single lump sum
payment,  an amount equal to the lesser of (i) the balance of the  Participants'
Participation  Account as of the date of termination,  as adjusted under Article
III, and (ii) the sum of such  Participant's  Deferrals under this Plan prior to
such  termination,  plus  interest  at an average  annual  rate  (subject to the
following  sentence) of 5% per annum or such other rate (higher or lower) as may
be determined by the Committee for a Plan Year to be set forth in the applicable
Participation  Agreement  compounded  annually  from  the  time  of  the  actual
deduction of such deferred amounts from such Participant's Compensation, and not
from the time of, and without  reference to, any allocation to his Participation
Account.  With respect to  Deferrals  in Plan Years prior to 1994,  the interest
rate set forth in the foregoing  sentence,  instead of 5%, is the rate set forth
below:

                1989-1991                               8.0%
                  1992                                  7.0%
                  1993                                  7.0%


                  (b)   Notwithstanding   the  foregoing,   if  a  Participant's
employment  with the Company or service on the Board of Directors is  terminated
by the Company  without  Cause  before age  fifty-five  (55) but  following  the
occurrence  of a Change of  Control,  the  Company  shall  make  payment  to the
Participant  not later than sixty (60) calendar days  following the date of such
termination,   in  a  lump  sum  equal  to  the  balance  of  the  Participant's
Participation  Account as of the date of termination,  as adjusted under Article
III.

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                                    ARTICLE V
                                 ADMINISTRATION

         Section 5.01. Administration of Plan. The Committee shall represent the
Company in all matters concerning the administration of this Plan. The Committee
shall have full  power and  authority  to adopt  rules and  regulations  for the
administration of this Plan; provided,  however, that such rules and regulations
shall not be inconsistent with the provisions of this Plan.

         Section 5.02. Delegation of Responsibility.  The Committee may delegate
duties  involved  in the  administration  of this Plan to such person or persons
whose  services are deemed by it to be necessary or convenient,  including,  but
not limited to, any  committee  of the Board of  Directors  of the Company  with
oversight responsibility for any of its employee benefits.

         Section  5.03.  Payment  of  Benefits.   The  amounts  allocated  to  a
Participant's  Participation  Account and  payable as  benefits  under this Plan
shall be paid solely  from the general  assets of the  Company.  No  Participant
shall have any interest in any specific assets of the Company under the terms of
this Plan. This Plan shall not be considered to create an escrow account,  trust
fund or  other  funding  arrangement  of any  kind or a  fiduciary  relationship
between any Participant  and the Company.  The Company's  obligation  under this
Plan is purely contractual and shall not be funded or secured in any way.

         Section 5.04.  Construction of Plan. The Committee shall have the power
to construe  this Plan and to  determine  all  questions  of fact or law arising
under it. It may correct  any  defect,  supply any  omission  or  reconcile  any
inconsistency  in this  Plan in such  manner  and to such  extent as it may deem
appropriate.

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         Section 5.05.  Committee  Members Unable to Act. A Committee member who
is also a  Participant  in this Plan shall not  participate  in any  decision or
action by the Committee which directly or indirectly affects only such member of
the Committee.

         Section 5.06.  Removal of Committee  Members.  The Company may remove a
member of the Committee, with or without cause, by providing the member with ten
(10) calendar days' prior written  notice and may fill any vacancies  created by
any such removal. Notice may be waived in writing by the member.

         Section 5.07. Insurance Contracts. An insurance contract on the life of
any Participant may be applied for by the Committee, but such insurance contract
shall be the sole, unrestricted property of the Company and the Company shall be
the  designated  beneficiary  thereof.  The Company  shall have no obligation to
apply for, purchase or maintain in force any insurance contract.

                                   ARTICLE VI
                        AMENDMENT OR TERMINATION OF PLAN

         Section 6.01.  Termination.  The Company may at any time terminate this
Plan.  Upon the effective  date of the  termination  of this Plan, no additional
amounts shall be deferred from any Participant's Compensation.  Upon termination
the Company shall pay each  Participant  within 60 days after the effective date
of the  termination  of  this  Plan  the  amount  equal  to the  balance  in the
Participant's  Participation  Account as of such date.  Termination of this Plan
shall not, however, affect the benefits otherwise payable to a Participant whose
employment or service terminates before the effective date of the termination of
this Plan,  whether by reason of death or otherwise,  or to such a Participant's
Beneficiary.

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         Section 6.02.  Amendment.  The Company may amend the provisions of this
Plan at any time;  provided,  however,  that no amendment shall adversely affect
the rights of Participants or, if deceased,  of their Beneficiaries with respect
to benefits to which such Participants or Beneficiaries  are otherwise  entitled
to receive with respect to Compensation  actually  deferred  immediately  before
such amendment.
                                   ARTICLE VII
                                  MISCELLANEOUS

         Section  7.01.  Successors.   This  Plan  shall  be  binding  upon  the
successors of the Company.

         Section 7.02  Duration of Plan.  Subject to Section  6.01 hereof,  this
Plan shall terminate on the date on which each Participant's  benefits have been
distributed in full pursuant to the terms of this Plan.

         Section  7.03.  Choice  of  Law.  This  Plan  shall  be  construed  and
interpreted  pursuant  to,  and in  accordance  with,  the laws of the  State of
Indiana.

         Section 7.04. No Employment Contract.  This Plan shall not be construed
as an  agreement,  consideration  or inducement of employment or as affecting in
any manner the rights or  obligations  of the Company or of any  Participant  to
continue or to terminate the employment relationship at any time.

         Section 7.05.  Non-Alienation.  No Participant or his Beneficiary shall
have any right to anticipate, pledge, alienate or assign any of his rights under
this Plan, and any attempt to do so shall be null and void. The benefits payable
under this Plan shall be exempt from the claims of creditors or other  claimants
and from all orders,  decrees, levies and executions and any other legal process
to the fullest extent than permitted by law.

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<PAGE>




         Section  7.06.  Gender and  Number.  Words in one (1)  gender  shall be
construed to include the other genders where appropriate;  words in the singular
or  plural  shall  be  construed  as  being  in the  plural  or  singular  where
appropriate.

         Section  7.07.  Headings.  The  headings  in this Plan are  solely  for
convenience of reference and shall not affect its interpretation.

         Section  7.08.  Disclaimer.  The Company  makes no  representations  or
assurances and assumes no  responsibility  as to the performance by any parties,
solvency,  compliance with state and federal securities  regulation or state and
federal tax consequences of this Plan or participation  therein. It shall be the
responsibility  of the respective  Participants  to determine such issues or any
other pertinent issues to their own satisfaction.

         Section 7.09.  Designation of  Beneficiaries.  Each  Participant  shall
designate in his  Participation  Agreement his  Beneficiary  and his  Contingent
Beneficiary  to whom any death  benefits or any unpaid  installments  or monthly
benefits otherwise due hereunder at the date of such  Participant's  death shall
be paid;  provided,  however,  that the Beneficiary  and Contingent  Beneficiary
designated by a Participant  in his last duly executed  Participation  Agreement
shall  supersede all other  Beneficiary or Contingent  Beneficiary  designations
made  by  such  Participant  in  any  earlier  Participation  Agreement.  If any
Participant  fails to designate a Beneficiary or if the  designated  Beneficiary
predeceases any Participant, any death benefits or any remaining installments or
monthly benefits due hereunder at that Participant's  death shall be paid to his
Contingent  Beneficiary  or, if none, to such deceased  Participant's  surviving
spouse, if any, and if none to such deceased Participant's estate.


                                      -16-

<PAGE>




     The adoption of this Executives  Deferred  Compensation  Plan and the terms
and conditions  thereof was approved by the Company at a meeting had on November
14, 1988.  This  amendment and  restatement  was approved  December 18, 1997 and
November 19, 1998. Pursuant to such  authorization,  the officers of the Company
have executed this  Restated Plan on this 19th day of November,  1998,  but this
Plan shall be retroactively effective as of December 1, 1988.

                                             PEOPLES BANK & TRUST COMPANY

                                             By: /s/ William E. McWhirter

                                            Its: Chairman

Attest:

By: /s/ Charles E. Hageboeck

Its: Secretary




                                      -17-

<PAGE>



                                     TABLE 1
                            LIMITED SURVIVOR BENEFITS

                                               LIMITED SURVIVOR BENEFIT
                                                        AS % OF
AGE AT DEATH                                    FULL SURVIVOR BENEFIT
------------                                   ------------------------
       64                                                 79.00%
       63                                                 71.33%
       62                                                 64.41%
       61                                                 58.15%
       60                                                 52.51%
       59                                                 48.20%
       58                                                 44.25%
       57                                                 40.62%
       56                                                 37.28%
       55                                                 34.23%
       54                                                 32.03%
       53                                                 29.97%
       52                                                 28.04%
       51                                                 26.24%
       50                                                 24.55%
       49                                                 22.79%
       48                                                 21.15%
       47                                                 19.63%
       46                                                 18.22%
       45                                                 16.91%
       44                                                 15.66%
       43                                                 14.50%
       42                                                 13.42%
       41                                                 12.43%
       40                                                 11.51%
       39                                                 10.65%
       38                                                  9.85%
       37                                                  9.11%
       36                                                  8.42%
       35                                                  7.79%
       34                                                  7.24%
       33                                                  6.73%
       32                                                  6.26%
       31                                                  5.82%
       30                                                  5.41%