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                                                                EXHIBIT 10(c)(3)

                    AMENDMENT TO THE 1ST SOURCE CORPORATION
                    EMPLOYEES' PROFIT SHARING PLAN AND TRUST
               AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1989


     WHEREAS,   1ST  SOURCE  CORPORATION,   (hereinafter   referred  to  as  the
"Sponsoring  Employer") previously adopted the 1st Source Corporation Employees'
Profit Sharing Plan and Trust (hereinafter referred to as the "Plan"); and

     WHEREAS, the Plan allows for its amendment under Section 12.03 of the Plan;
and

     WHEREAS,  the  Sponsoring  Employer  desires to amend the Plan as indicated
herein.

     NOW, THEREFORE, the Sponsoring Employer hereby amends the Plan effective as
of the dates indicated as follows:

1.   Effective  January 1, 1998, all references in the Plan  (including  Section
     6.03A)  which  mention  a  $3,500  dollar  amount  in  regard  to  making a
     distribution of  Participants'  Accrued Benefits without the consent of the
     Participant or the Participant's spouse shall be changed to $5,000 (or such
     other  dollar  amount as may be  provided  from time to time under Code 411
     (a)(11)(A)).

2.   Effective  January 1, 1998,  Section  4.02B(1) is amended by restating such
     paragraph as follows:

     4.02B(1)   Commencement  of  Benefits:   Except  as  provided  below,   and
     notwithstanding  anything contained herein to the contrary, any benefits to
     which a  Participant  is entitled  shall be  distributed  or commence to be
     distributed,  no later than the first day of April  following  the calendar
     year in which the later of the following two events occur:

     (a)  Such individual attains age 70-1/2, or

     (b)  If later, date of actual retirement (termination of employment) by the
          Participant. Provided, further, if a Participant who is still employed
          by the  Employer  has  begun  to  receive  his or her  benefits,  such
          Participant if not currently or previously a "five percent (5%) owner"
          (as  defined  in  Section   416(I)  of  the  Code)   while   receiving
          distributions  (and subject to  reasonable  procedures  adopted by the
          Plan  Administrator  from  time to  time)  may  elect  to  discontinue
          distribution until actual retirement (termination of employment).

     Provided,  however,  any five  percent  (5%)  owner (as  defined in Section
     416(I)  of the  Code)  shall  be  required  to  have  his  or her  benefits
     distributed  or commenced to be  distributed no later than the first day of
     April  following  the calendar  year in which such  individual  attains age
     70-1/2  without  regard to the actual date of retirement and without regard
     to anything in this Plan to the contrary.

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     The  distribution  rules contained in this Section 4.02B(1) shall not apply
     to a Participant  who has executed a designation  prior to January 1, 1984,
     in   accordance   with  Section   242(b)  of  the  Tax  Equity  and  Fiscal
     Responsibility Act of 1982.

     All  distributions  hereunder  shall be in  accordance  with  Code  section
     401(a)(9)(C),   as  amended  from  time  to  time,  and  valid  regulations
     thereunder, which are incorporated hereby by this reference.

3.   Effective December 12, 1994, Section 13.07 is added as follows:

13.07 MILITARY SERVICE CREDIT.

     a.   Notwithstanding   any   provision  of  this  Plan  to  the   contrary,
          contributions,  benefits and service  credit with respect to qualified
          military service will be provided in accordance with Section 414(u) of
          the Internal Revenue Code.

     b.   With respect to Participants who have loans  outstanding under Article
          VII hereof who join the military  service,  loan  repayments  for such
          Participants  may be  suspended by the Plan  Administrator  under this
          Plan to the extent  permitted  under  Section  414(u) of the  Internal
          Revenue Code.

4.   Except as hereby  amended,  the Plan as  currently  in  existence is hereby
     reaffirmed in its entirety.  However,  these  amendments shall be effective
     only to the extent that each one is in compliance with the  requirements of
     the Code and ERISA. To the extent that any of the foregoing  amendments are
     determined to cause the Plan not to qualify under  applicable Code or ERISA
     provisions, then any such amendment causing such disqualifications shall be
     considered  void to the extent  necessary to have this Plan  continue to be
     qualified under applicable Code and ERISA requirements.

1ST SOURCE CORPORATION - "Sponsoring Employer"

By:        /s/ Larry E. Lentych
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Title:     C.F.O.
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Date:      7/20/99
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