SECOND AMENDMENT
                         AND COMPLETE RESTATEMENT OF THE
                          PEOPLES BANK & TRUST COMPANY
                      UNFUNDED SUPPLEMENTAL RETIREMENT PLAN
                   FOR A SELECT GROUP OF MANAGEMENT EMPLOYEES
                          (EFFECTIVE DECEMBER 1, 1988)



         Pursuant to rights  referred  under  Section 6.01 of the Peoples Bank &
Trust  Company  Unfunded  Supplemental  Retirement  Plan For a  Select  Group of
Management Employees (the "Plan"),  Peoples Bank & Trust Company (the "Company")
hereby amends and restates the Plan,  effective as of December 1, 1988, unless a
later date is specified herein, to provide, in its entirety, as follows:

                                    PREAMBLE

         This  Plan is an  unfunded  supplemental  retirement  plan for a select
group of management employees 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.

                                    ARTICLE I
                                   DEFINITIONS

         Section  1.01.  Administrator.   The  term  "Administrator"  means  the
Company,  which  shall have the sole  authority  to manage  and to  control  the
operation and administration of this Plan.


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         Section 1.02.  Board.  The term "Board" means the Board of Directors of
the Company.  Whenever the  provisions of this Plan require action by the Board,
it may be taken by the Board  Related  Affairs  Committee  of the Board with the
same force and effect as though taken by the entire Board.

         Section 1.03.  Company.  The term "Company"  means Peoples Bank & Trust
Company, and any successor thereto.

         Section 1.04.  Company  Retirement  Plan. The term "Company  Retirement
Plan" means the Peoples Bank & Trust Company Employees' Pension as now in effect
or hereafter amended.  The Company Retirement Plan is not amended or modified in
any manner by this Plan, and any benefits  payable to  Participants  or to their
surviving  spouses under this Plan shall have no effect on the benefits  payable
to Participants or to their surviving spouses under the Company Retirement Plan.

         Section 1.05.  Compensation.  The term "Compensation"  means the annual
remuneration received by a Participant from the Company for services rendered to
the Company  (inclusive of bonus  payments);  provided,  however,  that the term
"Compensation"  shall  also  include  any  current  compensation  deferred  by a
Participant under any qualified or non-qualified plan sponsored or maintained by
the  Company  or under  any  agreement  entered  into by a  Participant  and the
Company.

         Section 1.06.  Effective Date. The term "Effective Date" means December
1, 1988.


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         Section 1.07. Participant.  The term "Participant" means any individual
designated  in Article II of this Plan who is eligible for  benefits  under this
Plan.

         Section  1.08.  Plan.  The term "Plan"  means this Peoples Bank & Trust
Company Unfunded  Supplemental  Retirement Plan for a Select Group of Management
Employees.

         Section 1.09. Plan Year. The term "Plan Year" means the calendar year.

         Section  1.10.  Primary  Social  Security  Benefits.  The term "Primary
Social Security Benefits" means the monthly amount of old age insurance benefits
available  at the  later  of  age 65 or the  date  on  which  the  Participant's
employment  with the Company is terminated  under the  provisions of Title II of
the  Social  Security  Act in effect at the date on which  such a  Participant's
employment with the Company is terminated.  The Administrator  shall adopt rules
governing the computation of Primary Social Security Benefits, and the fact that
a  Participant  or the  surviving  spouse  of a  deceased  Participant  does not
actually receive such amount because of failure to apply, continuance of work or
for any other reason shall be disregarded.

         Section 1.11. Total  Disability.  The term "Total  Disability"  means a
physical  or  mental  condition  that  qualifies  a  Participant  for  permanent
disability payments under the Social Security Act.


                                   ARTICLE II

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                                  PARTICIPATION

         The individuals eligible to participate in this Plan shall include only
the Executive  Officers of the Company who are  designated in this Article.  The
Executive Officers selected to participate in this Plan are as follows:


         Name                                    Current Title

William E. McWhirter                    Chief Executive Officer

Charles R. Farber                       Executive Vice President

Gerald R. Francis                       President and Chief Operating Officer


Additional  key  executives  may be added to the Plan by action  of the  Company
Board. (Article II amended to be effective as of April 17, 1997.)


                                   ARTICLE III
                      MONTHLY SUPPLEMENTAL PENSION BENEFITS

         The monthly  supplemental pension benefits for any Participant shall be
an amount (not less than zero) equal to one-twelfth (1/12) of the product of:

         (a) the  lesser of (i) two  percent  (2%)  times  the years of  service
credited  to  the  Participant  under  the  Company   Retirement  Plan  or  (ii)
seventy-five percent (75%); times

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         (b) the average  Compensation  paid to that Participant with respect to
the last full  thirty-six (36)  consecutive  months ending on or before the date
his employment with the Company is terminated;

         less the sum of his Primary  Social  Security  Benefits (as  determined
under  Section  1.10) and less the benefits that would be payable to him for the
month he  attains  age  sixty-five  (65) or, if later,  the  first  (1st)  month
following  the date his  employment  with the  Company is  terminated  under the
Company  Retirement Plan on a single-life  basis regardless of the form in which
such benefits are actually paid.

                                   ARTICLE IV
                       ENTITLEMENT TO RETIREMENT BENEFITS

         A Participant  who retires or otherwise  terminates his employment with
the  Company  for  reasons  other than his death  shall be  entitled  to receive
monthly supplemental pension benefits under this Plan only if:

                  (1) his employment with the Company terminates on or after his
         attainment of age sixty (60), or

                  (2) his  employment  with the Company  terminates by reason of
         his incurring a Total Disability.

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The amount of the  monthly  supplemental  pension  benefits to which an eligible
Participant is entitled shall be determined in accordance  with Article III. The
monthly  payments  shall  begin on the  first  (1st)  calendar  day of the month
coinciding with or next following the date on which a  Participant's  employment
with the Company is terminated and shall continue through the month in which his
death  occurs;  provided,  however,  that  if  payments  are  to  commence  to a
Participant  before his  attainment of age  sixty-five  (65), the amount of such
Participant's  monthly  supplemental  pension  benefits  shall be reduced to the
extent and in the same manner that such  payments  would be reduced if made from
the  Company  Retirement  Plan;  provided,  further,  that  if  a  Participant's
employment  terminates because of his incurring a Total Disability,  his monthly
payments,  based on his average  Compensation  during the thirty-six (36) months
immediately  before such termination,  shall not commence until such Participant
has  attained  age sixty (60).  If any  Participant  whose  employment  with the
Company is  terminated by reason of his  incurring a Total  Disability  recovers
from that Total Disability before his attainment of age sixty-five (65) and does
not resume employment with the Company within sixty (60) calendar days after his
recovery,  if requested by the Company,  the payment of the monthly supplemental
pension  benefits by reason of this Section  shall cease upon the  conclusion of
such sixty (60) calendar day period; provided, however, that a Participant shall
not be deemed to have recovered from a Total Disability  unless such Participant
is deemed  to have  recovered  from the Total  Disability  for  purposes  of the
Company  Retirement  Plan.  If a  Participant's  employment  with the Company is
terminated  before his  attainment  of age sixty (60) for reasons other than his
death or Total  Disability,  such  Participant  shall  not be  eligible  for any
benefits  under this Plan. If a Participant  dies after  payments have commenced
hereunder  but before such  Participant  has received at least  one-hundred  and
eighty (180) monthly payments, monthly payments shall continue to be made to the
beneficiary

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designated in writing to the Committee by such  Participant  until the aggregate
number of payments to such Participant and following his death to his designated
beneficiary  equal one hundred and eighty (180);  provided,  however,  that if a
Participant  does not  designate a  beneficiary,  his  beneficiary  shall be his
surviving spouse, and, if there is no surviving spouse, his beneficiary shall be
his estate. If a Participant's employment with the Company is terminated because
of his death,  such  participant  shall be entitled to a lump sum (not less than
zero) equal to 9.712 times the product of:

         (a)      twelve (12); times

         (b) the monthly  supplemental  pension benefit determined in accordance
with Article III;

          less the benefits payable under the Split Dollar  Insurance  Agreement
entered into between the Participant and the Company.

                                    ARTICLE V
                                 ADMINISTRATION

         Section  5.01.  Delegation of  Responsibility.  The  Administrator  may
delegate duties involved in the administration of this Plan to such other person
or persons whose services are deemed necessary or convenient, including, without
limitation any committee of the Board with oversight  responsibility  for any of
its  employee   benefits.   However,   the  ultimate   responsibility   for  the
administration of this Plan shall remain with the Administrator.


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         Section 5.02.  Payment of Monthly  Benefits.  The monthly  supplemental
pension  benefits and the death  benefits  payable under this Plan shall be paid
solely from the general assets of the Company.  The Participants  shall not have
interest in any specific asset 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 relation between the Company and
any Participant.

         Section 5.03.  Construction  of Plan. The Board 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
expedient.  All  acts  and  determinations  of the  Board  shall  be  final  and
conclusive on the Participants and shall not be subject to appeal or review.

                                   ARTICLE VI
                                  MISCELLANEOUS

         Section  6.01.  Amendment  or  Termination  of Plan.  This  Plan may be
amended, modified, and supplemented in any respect or terminated by Board action
only if the continued operation of this Plan is deemed imprudent by the Board as
a result of changes in the law or other circumstances  outside of the control of
the Company; provided,  however, that, without the consent of a Participant,  no
amendment,  modification,  supplement or termination of this Plan shall have the
effect of  discontinuing  or of reducing  (a) the monthly  supplemental  pension
benefits being paid to a Participant  under Article IV of this Plan after he has
met one (1) of the conditions set forth under Article IV of

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this Plan  entitling him to payments  under  Article IV of this Plan;  provided,
further,  that  unless  a  Participant  otherwise  consents,  in  the  event  of
termination  of this Plan  before the  commencement  of payment of any  benefits
under  Article IV hereof,  such  Participant  shall  continue  thereafter  to be
entitled to receive  supplemental pension benefits upon the terms and conditions
set  forth  herein,  but  such  benefits  shall  be  based  only on the  average
Compensation  paid to such  Participant with respect to the last thirty-six (36)
consecutive  months  ending  on or  before  the  date as of which  this  Plan is
terminated.

         Section 6.02.  Successors and Assigns.  This Plan shall be binding upon
the successors and assigns of the Company.

         Section  6.03.  Choice  of  Law.  This  Plan  shall  be  construed  and
interpreted  pursuant  to,  and in  accordance  with,  the laws of the  State of
Indiana.

         Section 6.04. 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 any time.

         Section  6.05.  Non-Alienation.  Neither a  Participant  nor his spouse
shall have any right to  anticipate,  to pledge,  to  alienate  or to assign any
rights  under  this Plan,  and any  effort to do so shall be null and void.  The
monthly benefits payable under this Plan shall be exempt from the claims of

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creditors or other claimants and from all orders, decrees, levies and executions
and any other legal process to the fullest extent that may be permitted by law.

         Section 6.06. Gender and Number. Words in the masculine gender shall be
construed to include the feminine gender in all cases where  appropriate;  words
in the  singular or plural shall be construed as being in the plural or singular
in all cases where appropriate.

         Section  6.07.  Headings.  The  headings  in this Plan are  solely  for
convenience of reference and shall not affect its interpretation.



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         This Second  Amendment and Complete  Restatement  of the Peoples Bank &
Trust  Company  Unfunded  Supplemental  Retirement  Plan For a  Select  Group of
Management  Employees was approved by the Board of Directors of the Company at a
meeting on September  18, 1997.  Pursuant to such  authorization,  the following
officer of the Company has executed this  Amendment on this 11th day of October,
1997,  but this  Amendment  shall be  retroactively  effective as of December 1,
1988, unless a later date is specified herein.


                                                   PEOPLES BANK & TRUST COMPANY



                                                   By: /s/ William E. McWhirter
                                                   Its: Chairman & CEO






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