Exhibit 4(d)(4)
                                                                 ---------------


                           TRUSTCORP MORTGAGE COMPANY
                        EMPLOYEE RETIREMENT SAVINGS PLAN

                                 THIRD AMENDMENT

                                  INTRODUCTION


TRUSTCORP MORTGAGE COMPANY, ("Employer") sponsors the TRUSTCORP MORTGAGE COMPANY
RETIREMENT  SAVINGS PLAN ("Plan") and  according to the power  reserved to it in
Section 8.1  "Amendment"  amends the Plan for the purpose of adding a subsection
(5) to the current  Section  4.4(b) of the Plan as the terms apply to  Employees
who transfer  employment from one entity of a controlled  group to another,  and
their eligibility for contributions and forfeitures.

                                    AMENDMENT

NOW THEREFORE,  in consideration of the above premises,  the Employer amends the
Plan effective January 1, 2000 as follows:


1.       EMPLOYEE TRANSFER

A  Participant  who  transfers  employment to an entity which is in a controlled
group with the Employer,  but not itself a signatory Employer  hereunder,  shall
remain an  inactive  Participant  in this Plan to the  extent  provided  in this
Section 4.4(b)(5).  Such an inactive  Participant will no longer be permitted to
contribute to this Plan after such transfer.  However, such inactive Participant
shall share in Employer  contributions and forfeitures to the extent provided in
Sections  4.1 and 4.4 and to the extent  (and only to the  extent)  set forth in
this Section 4.4(b)(5). Any such contribution will be based only on Compensation
earned while an Employee of the Employer.


2.       CONTRIBUTION AND FORFEITURES

As of the date of this amendment, the Employer is in a controlled group with 1st
Source  Corporation.   In  order  to  be  eligible  for  such  contribution  and
forfeitures,  the  Employee  must be  employed  by 1st Source Bank (or any other
entity in the  controlled  group with 1st Source  Corporation)  as of the end of
such Plan Year of transfer. In addition,  the Employee will be eligible for such
contribution  and  forfeitures if the Employee  terminates  employment  from 1st
Source  Bank (or any  other  entity  in the  controlled  group  with 1st  Source
Corporation) during such Plan Year of transfer due to death, disability or after
Early, Normal or Late Retirement Age.


<PAGE>
                                    EXECUTION

An authorized  officer of the Employer has executed  this Third  Amendment as of
the  Effective  Date on the date noted below.  In all other  respects,  the Plan
shall remain unchanged and in full force and effect.

TRUSTCORP MORTGAGE COMPANY

By: /s/ James W. Kunzler
   ---------------------------------
   President


Dated:  12-21-2000


ATTEST

As  reflected  in the  minutes of a meeting  held on  12-21-2000,  the
Employer's Board of Directors have authorized the foregoing amendment.

By: /s/ Diana L. Ringer
   ---------------------------------
   Secretary


<PAGE>


                       CERTIFICATE OF CORPORATE RESOLUTION


          The   undersigned    Secretary   of   Trustcorp    Mortgage    Company
("Corporation")  hereby  certifies  that the  following  resolutions  were  duly
adopted by the Board of Directors  ("Board") of the  Corporation on December 21,
2000,  and that such  resolutions  have not been modified or rescinded as of the
date hereof:


          RESOLVED, that the Corporation desires to amend the Trustcorp Mortgage
Company Employee Retirement Savings Plan ("Plan") to adopt the changes set forth
in the Third Amendment to the Plan.  Said Amendment  having been reviewed by the
Board.

          RESOLVED, a Participant who transfers employment to an entity which is
in a controlled  group with the  Employer,  but not itself a signatory  Employer
hereunder,  shall  remain an  inactive  Participant  in this Plan to the  extent
provided in Section  4.4(b)(5).  Such an inactive  Participant will no longer be
permitted to contribute to this Plan after such transfer. However, such inactive
Participant shall share in Employer  contributions and forfeitures to the extent
provided in Sections  4.1 and 4.4 and to the extent (and only to the extent) set
forth in this Section  4.4(b)(5).  Any such  contribution  will be based only on
Compensation earned while an Employee of the Employer.

          RESOLVED,  as of the  date of this  amendment,  the  Employer  is in a
controlled group with 1st Source  Corporation.  In order to be eligible for such
contribution and  forfeitures,  the Employee must be employed by 1st Source Bank
(or any other entity in the controlled group with 1st Source  Corporation) as of
the end of such  Plan  Year of  transfer.  In  addition,  the  Employee  will be
eligible  for such  contribution  and  forfeitures  if the  Employee  terminates
employment  from 1st Source Bank (or any other  entity in the  controlled  group
with 1st Source  Corporation)  during such Plan year of  transfer  due to death,
disability or after Early, Normal or Late Retirement Age.

          RESOLVED,  that the form of the Third  Amendment to the Plan presented
to this meeting is approved.

                                                  /s/ Diana L. Ringer
                                                  ----------------------------
                                                  Diana L. Ringer, Secretary

                                                  Date:  12-21-00