SPLIT DOLLAR INSURANCE AGREEMENT

         THIS  AGREEMENT is effective  this 3rd day of  February,  1989,  by and
between  PEOPLES BANK & TRUST COMPANY (the "Bank") and William E. McWhirter (the
"Employee").

         WHEREAS,   the  Bank  highly   values  the  efforts,   abilities,   and
accomplishments of the Employee;

         WHEREAS,  the Employee is a member of a select group of management  and
one of the highly compensated employees of the Bank; and

         WHEREAS,  the  Bank,  as an  inducement  to  the  Employee's  continued
employment,  wishes to assist the  Employee  with his  personal  life  insurance
needs;

         NOW, THEREFORE, the parties named above agree as follows:

         1. Life Insurance Policy. The Bank shall  contemporaneously  purchase a
life insurance policy (the "Policy"),  which is described in Exhibit A, attached
hereto, and which is a whole life policy on the life of Employee.

         2.  Payment of  Premiums.  On or before the due date of the premiums on
the  Policy,  or within the grace  period  allowed by the  Policy's  issuer (the
"Insurer"),  the Bank shall pay the full  premium  amount due on the Policy.  In
addition,  the Bank shall  annually  notify the Employee of any amounts that are
required to be included in his income for federal income tax purposes due to the
Bank's payment of the premiums on the Policy.

         3.  Ownership of Policy.  The Bank shall be the sole and absolute owner
of the Policy, and may exercise all ownership rights granted to the owner of the
Policy by the Insurer, except as otherwise provided herein.

                                                        -1-

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         4. Rights of the Employee in Policy. The Employee may select (or change
any prior  selection of) the  settlement  option of the Policy and may designate
(or change any prior designation of) the beneficiaries  entitled to receive that
portion of the death  benefits  described in Paragraph 7(b) of this Agreement by
specifying  the same in a  written  notice  to the Bank.  Upon  receipt  of such
notice, the Bank shall execute and deliver to the Insurer the forms necessary to
elect (or change any prior election of) the requested  settlement  option and to
designate  (or  change  any  prior  designation  of) the  requested  persons  as
beneficiaries to that portion of the death benefits  described in Paragraph 7(b)
of this Agreement.

         5. Policy Loans.  The Bank shall have the limited right to obtain loans
secured  by the  Policy.  The  amount of such  loans,  together  with any unpaid
interest thereon,  shall at no time exceed the amount the Bank would be entitled
to as determined  under the  provisions of Section 7(a) of this  Agreement.  The
interest due on such loans shall be a debt of the Bank owed to the Insurer.  The
Employee shall not have any right to obtain loans secured by the Policy.

         6. Use of  Dividends.  Any  dividends  declared on the Policy  shall be
applied to purchase  paid up  additional  insurance on  Employee's  life and the
dividend provision of the Policy shall be so structured.

         7. Interests in Death  Benefits.  The death benefits  payable under the
terms of the Policy shall be payable to each party to this Agreement as follows:

                  (a)      The Bank shall be entitled to the death benefits,  if
                           any, in excess of $600,000.

                  (b)      The Employee shall be entitled to the lesser of:

                           (i)      $600,000, or

                           (ii)     the total death benefits.

                                                        -2-

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         8.       Termination of Agreement.

                  (a)      This Agreement  shall terminate on the first to occur
                           of the following:  (i) Distribution of death benefits
                           pursuant to Paragraph 7 of this Agreement.

                           (ii)     Termination  of Employee's  employment  with
                                    the Bank for reasons other than death.

                           (iii)    A change in control of the Bank (as  defined
                                    in  Paragraph 13 of this  Agreement)  before
                                    the Employee's attainment of age sixty (60).

                  (b)      In the event of the  termination  of this  Agreement,
                           the  rights of the  parties  shall be as set forth in
                           Paragraph  7  in  the  case  of a  termination  under
                           Paragraph 8(a)(i); as set forth in Paragraph 9 in the
                           case of a termination under Paragraph  8(a)(ii);  and
                           as  set  forth  in  Paragraph  10 in  the  case  of a
                           termination under Paragraph 8(a)(iii).

         9. Rights of Parties if Employee  Ceases  Employment.  In the case of a
termination  under Paragraph  8(a)(ii) of this Agreement,  the Bank shall be the
sole owner of the Policy and may  dispose of the Policy at its  discretion,  and
the Employee shall have no further interests in the Policy.

         10. Rights of Parties in Case of Change in Control of Bank. In the case
of a termination under Paragraph  8(a)(iii) before the Employee's  attainment at
age sixty (60),  the Employee  shall be entitled  during the sixty (60) calendar
day  period  beginning  on the date of the  change  in  control  of the Bank (as
defined in Paragraph 13 of this  Agreement)  to purchase the Bank's  interest in
the Policy by paying to the Bank an amount equal to the greater of:

                                                        -3-

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                  (a)      the amount  which  would be payable to the Bank under
                           Paragraph  7(a) of this Agreement if the Employee had
                           died at the time of termination; or

                  (b)      the surrender  value of the Policy at the time of the
                           change  in  control.  Upon  receipt  of the  required
                           amount,  the Bank shall transfer all of its title and
                           ownership interests in the Policy to the Employee.

         11. Annual Bonus.  On or before the January 31 following  each calendar
year this  Agreement  remains  in effect,  the Bank shall pay to the  Employee a
bonus equal to the product of:

                  (a)      the maximum marginal  individual  composite  Federal,
                           Indiana  and Marion  County  income tax rate  (taking
                           into account the deductibility for Federal income tax
                           purposes  of state and local  income  taxes,  if then
                           allowable,  and without regard to Section 1(g) of the
                           Internal Revenue Code of 1986, as amended,  in effect
                           for  the  calendar   year  during  which  the  amount
                           described in Paragraph  11(b) below is required to be
                           recognized as income by the Employee); and

                  (b)      the amount  required to be included in the Employee's
                           gross income for Federal  income tax purposes in such
                           calendar  year  because  of  the  Bank's  payment  of
                           premiums on the Policy.

         12.  Right of  Employee to Assign  Rights.  Except for the right to the
annual bonus under Paragraph 11 of this Agreement, which right is not assignable
or otherwise transferable and notwithstanding any provision of this Agreement to
the contrary,  the Employee shall have the right to absolutely  and  irrevocably
assign by gift all of his right,  title,  and interest in and to this  Agreement
and to the  Policy  to an  assignee.  This  right  shall be  exercisable  by the
execution and delivery to the

                                                        -4-

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Bank of a written  assignment.  Upon receipt of such written assignment executed
by the  Employee  and duly  accepted  by the  assignee,  the Bank shall  consent
thereto in writing,  and shall thereafter  treat the Employee's  assignee as the
sole  owner of all the  Employee's  right,  title  and  interest  in and to this
Agreement and in and to the Policy  (other than the bonus  provided in Paragraph
11 of this Agreement).

         13.  Change  in  Control.  If any  "person"  (as  such  term is used in
Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934) subsequent
to the effective date of this Agreement becomes the beneficial  owner,  directly
or indirectly, of securities of the Bank representing fifty-one percent (51%) or
more of the combined voting power of the  outstanding  securities of the Bank, a
change of control for purposes of Paragraph 8(a)(iii) shall have occurred.

         14.  Named  Fiduciary.  The  Bank is  hereby  designated  as the  named
fiduciary  under this  Agreement.  The named  fiduciary  shall have authority to
control and manage the operation and  administration  of this Agreement,  and it
shall be  responsible  for  establishing  and carrying out a funding  policy and
method consistent with the objectives and provisions of this Agreement.

         The named fiduciary shall make all determinations  concerning rights to
benefits  of the  Employee  under  this  Agreement.  Any  decision  by the named
fiduciary  denying a claim by the  Employee for  benefits  under this  Agreement
shall be stated in  writing  and  delivered  or  mailed  to the  Employee.  Such
decision shall set forth the specific reasons for the denial.  In addition,  the
named fiduciary shall afford a reasonable opportunity to the Employee for a full
and fair review of the decision denying such claim.

         15.  Liability of Insurer.  The Insurer shall be fully  discharged from
its  obligations  under the Policy by payment of the Policy's  death benefits to
the beneficiary or beneficiaries named in the

                                                        -5-

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Policy, subject to the terms and conditions of the Policy. In no event shall the
Insurer be  considered  a party to this  Agreement,  or to any  modification  or
amendment  hereof.  No  provision  in  this  Agreement  shall  be  construed  as
enlarging,  changing,  varying, or in any other way affecting the obligations of
the  Insurer  as  expressly  provided  in  the  Policy,  except  insofar  as the
provisions  hereof are made parts of the Policy by the beneficiary  designations
executed by the Bank and filed with the Insurer in connection herewith.

         16. Notices. Any and all notices,  elections,  offers,  acceptances and
demands  permitted  or  required  to be made  under this  Agreement  shall be in
writing, signed by the party giving such notice, election,  offer, acceptance or
demand and shall be delivered  personally,  or sent by  registered  or certified
mail, to the other party, at the address set forth under each party's  signature
at the end of this  Agreement,  or at such other  address as may be  supplied in
writing.  The date of personal delivery or the date of mailing,  as the case may
be, shall be the date of such notice, election, offer, acceptance or demand.

         17.  No  Waiver.  The  failure  of any  party  to  insist  upon  strict
performance of any covenant or any obligation hereunder shall not be a waiver of
such party's  right to demand  strict  compliance  therewith in the future,  nor
shall the same be construed as a novation of this Agreement.

         18.  Integration.  This  Agreement  constitutes  the full and  complete
agreement of the parties.

         19. Captions.  Titles or captions of articles and paragraphs  contained
in  this  Agreement  are  inserted  only  as a  matter  of  convenience  and for
references,  and in no way define,  limit,  extend or describe the scope of this
Agreement or the intent of any provision hereof.

                                                        -6-

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         20. Number and Gender.  Whenever required by the context,  the singular
number shall  include the plural,  the plural  number shall include the singular
and the gender of any pronoun shall include all the genders.

         21.  Counterparts.  This Agreement may be executed in multiple  copies,
each of which shall for all purposes  constitute an agreement,  binding upon the
parties, and each party hereby covenants and agrees to execute all duplicates or
replacement counterparts of this Agreement as may be required.

         22. Severability.  In the event any provision, clause, sentence, phrase
or word hereof, or the application  thereof in any circumstances,  is held to be
invalid or unenforceable,  such invalidity or unenforceability  shall not affect
the validity or enforceability of the remainder hereof, or of the application of
any such provision, sentence, clause, phrase or word in any other circumstances.

         23. Amendment of Agreement. This Agreement may not be amended, altered,
or modified,  except by a written  instrument  signed by the parties hereto,  or
their  respective  successors  or assigns,  and may not be otherwise  terminated
except as provided herein.

         24. Binding  Agreement.  This Agreement shall be binding upon and inure
to the benefit of the Bank and its successors and assigns,  and the Employee and
his successors and assigns.

         25. Nonexclusivity of Remedies. No provision of this Agreement shall be
construed as limiting any remedies provided to either party by governing law.

         26.  Governing  Law.  This  Agreement,  and the  rights of the  parties
hereunder, shall be governed by and construed in accordance with the laws of the
State of Indiana.


                                                        -7-

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         IN WITNESS WHEREOF; The parties hereto have executed this Agreement, as
of the date first written above.


                                        PEOPLES BANK & TRUST COMPANY

                                        By:/s/ Gerald R. Francis
                                        --------------------------------------
                                        Its:President
                                        130 East Market Street
                                        Indianapolis, Indiana 46204


                                        /s/ William E. McWhirter
                                        ------------------------------------
                                        William E. McWhirter
                                        1515 E. 77th Street
                                        Indianapolis, IN 46220
















                                                        -8-

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                                    EXHIBIT A
                              (Policy Description)