Exhibit 4(d)(2)
                                                                ---------------


                                 FIRST AMENDMENT
                                     TO THE
                           TRUSTCORP MORTGAGE COMPANY
                        EMPLOYEE RETIREMENT SAVINGS PLAN


         BY THIS AGREEMENT,  the TRUSTCORP MORTGAGE COMPANY EMPLOYEE  RETIREMENT
SAVINGS  PLAN (herein  referred to as the 'Plan') is hereby  amended as follows,
effective, unless otherwise noted, as of January 1, 1993:

1.       Section 1.8 is amended to read as follows:

         1.8   "Compensation"   with  respect  to  any  Participant  means  such
Participant's wages as defined in Code Section 3401(a) and all other payments of
compensation by the Employer (in the course of the Employer's trade or business)
for a Plan Year for which the Employer is required to furnish the  Participant a
written statement under Code Section 6041(d),  6051(a)(3) and 6052. Compensation
must be determined  without regard to any rules under Code Section  3401(a) that
limit the remuneration  included in wages based on the nature or location of the
employment or the services  performed  (such as the  exception for  agricultural
labor in Code Section 3401(a)(2)).

         For purposes of this Section,  the determination of Compensation  shall
be made by:

                  (a) including  amounts which are  contributed  by the Employer
         pursuant to a salary  reduction  agreement and which are not includible
         in the  gross  income  of the  Participant  under  Code  Sections  125,
         402(e)(3),  402(h), 403(b) or 457, and Employee contributions described
         in Code Section 414(h)(2) that are treated as Employer contributions.

         For a Participant's  initial year of participation,  Compensation shall
be recognized as of such Employee's effective date of participation.

         Compensation  in excess of $200,000 shall be  disregarded.  Such amount
shall be adjusted at the same time and in such  manner as  permitted  under Code
Section  415(d),  except that the dollar  increase in effect on January 1 of any
calendar year shall be effective for the Plan year beginning with or within such
calendar  year and the first  adjustment  to the  $200,000  limitation  shall be
effective  on January 1, 1990.  For any short Plan Year the  Compensation  limit
shall be an amount  equal to the  Compensation  limit for the  calendar  year in
which the Plan year begins  multiplied  by the ratio  obtained  by dividing  the
number of full months in the short Plan Year by twelve  (12).  In applying  this
limitation,  the family group of a Highly Compensated Participant who is subject
to the Family Member  aggregation  rules of Code Section  414(q)(6) because such
Participant  is either a "five percent  owner" of the Employer or one of the ten
(10) Highly Compensated  Employees paid the greatest "415  Compensation'  during
the year, shall be treated as a single Participant, except that for this purpose
Family  Members  shall  include only the affected  Participant's  spouse and any
lineal  descendants  who have not attained age nineteen (19) before the close of
the year. If, as a result of the application of such rules the adjusted $200,000
limitation is exceeded, then the limitation shall be prorated among the affected
Family Members in proportion to each such Family Member's  Compensation prior to
the  application  of this  limitation,  or the  limitation  shall be adjusted in
accordance  with any other  method  permitted  by  Regulations.  For purposes of
determining  the portion of the  Compensation  of a Family Member which is below
the  integration  level for  purposes  of Code  Section  401(l),  the  preceding
sentence shall not apply.

         If, as a result of such rules,  the  maximum  "annual  addition"  limit
would be exceeded for one or more of the affected Family  Members,  the prorated
Compensation of all affected Family Members shall be adjusted to avoid or reduce
any excess.  The  prorated  Compensation  of any  affected  Family  Member whose
allocation would exceed the limit shall be adjusted downward to the level needed
to provide an  allocation  equal to such limit.  The  prorated  Compensation  of
affected Family Members not affected by such limit shall then be adjusted upward
on  a  pro  rata  basis  not  to  exceed  each  such  affected  Family  member's
Compensation  as determined  prior to application of the Family Member rule. The
resulting   allocation  shall  not  exceed  such  individual's  maximum  "annual
addition" limit. If, after these adjustments,  an 'excess amount' still results,
such 'excess  amount"  shall be disposed of pro rata among all  affected  Family
Members.

2.       Section 1.10 is amended by the addition of the following sentence:

         Deferred   Compensation   distributed  as  excess  "annu0al  additions"
pursuant to Section 4. 10(a) shall be excluded.

3.       Section  1.12 is  amended by the  addition  of the  following  sentence
         immediately following the first sentence:

         Deferred Compensation distributed as excess "annual additions" pursuant
to Section 4. 10(a) shall be excluded.

4.       Section 1.24 is amended to read as follows:

         1.24 "415  Compensation"  with  respect to any  Participant  means such
Participant's wages as defined in Code Section 3401(a) and all other payments of
compensation by the Employer (in the course of the Employer's trade or business)
for a Plan year for which the Employer is required to furnish the  Participant a
written   statement   under  Code  Sections   604l(d),   6051(a)(3)   and  6052.
"415Compensation"  must be  determined  without  regard to any rules  under Code
Section  3401 (a) that limit the  remuneration  included  in wages  based on the
nature or location of the  employment  or the  services  performed  (such as the
exception for agricultural labor in Code Section 3401(a)(2)).

5.       Section 1.25 is amended to read as follows:

         1.25 "414(s)  Compensation"  with respect to any Participant means such
Participant's  "415 Compensation" paid during a Plan Year. The amount of "414(s)
Compensation"   with  respect  to  any   Participant   shall   include   "414(s)
Compensation"  for the entire twelve (12) month period ending on the last day of
such Plan Year, except that "414(s)  Compensation"  shall only be recognized for
that portion of the Plan Year during which an Employee was a Participant  in the
Plan.

         For   purposes  of  this   Section,   the   determination   of  "414(s)
Compensation"  shall be made by including  amounts which are  contributed by the
Employer  pursuant to a salary reduction  agreement and which are not includible
in the gross  income of the  Participant  under Code  Sections  125,  402(e)(3),
402(h), 403(b) or 414(h)(2) that are treated as Employer contributions.

         "414(s) Compensation" in excess of $200,000 shall be disregarded.  Such
amount shall be adjusted at the same time and in such manner as permitted  under
Code Section  415(d),  except that the dollar increase in effect on January I of
any calendar year shall be effective for the Plan year  beginning with or within
such calendar year and the first adjustment to the $200,000  limitation shall be
effective on January 1, 1990. For any short Plan Year the "414(s)  Compensation"
limit  shall be an  amount  equal to the  "414(s)  Compensation"  limit  for the
calendar year in which the Plan Year begins  multiplied by the ratio obtained by
dividing  the number of full  months in the short Plan Year by twelve  (12).  In
applying this limitation,  the family group of a Highly Compensated  Participant
who is subject to the Family Member  aggregation rules of Code Section 414(q)(6)
because such Participant is either a "five percent owner' of the Employer or one
of the ten (1) Highly Compensated Employees paid the greatest "415 Compensation'
during the year, shall be treated as a single Participant,  except that for this
purpose Family Members shall include only the affected  Participant's spouse and
any lineal  descendants who have not attained age nineteen (19) before the close
of the year.

6.       Section  1.30  shall  not take  into  account  Income  during  the "gap
         period."

7.       Section 4.2(d) is amended to add a new sentence two to read as follows:

         If such dollar limitation is exceeded,  a Participant will be deemed to
have notified the Administrator of such excess amount which shall be distributed
in a manner consistent with Section 4.2(f).

8.  Section  4.2(f)  is  amended  to add  the  following  paragraph  immediately
following the current last paragraph.

         Any  distribution  made to this Section 4.2(f) shall be made first from
unmatched  Deferred  Compensation and,  thereafter,  from Deferred  Compensation
which  is  matched.   Matching  contributions  which  relate  to  such  Deferred
Compensation shall be forfeited.

9. Section  4.4(c) is amended by the addition of the  following  sentence to the
end of the first paragraph thereof:

         However,  forfeitures  of  matching  contributions  related  to  Excess
Deferred  Compensation  shall be used to reduce the Employer's  contribution for
the Plan Year in which such Forfeitures occur.

10.      Section 4.6(a)(1)(ii) is amended to read as follows:

         (ii) shall be made  first from  unmatched  Deferred  Compensation  and,
thereafter,  from Deferred Compensation which is matched. Matching contributions
which relate to such Deferred Compensation shall be forfeited.

11.      Section 4.8(a) is amended by the addition of the following paragraph:

         Notwithstanding  the above,  if, as a result of a  reasonable  error in
determining the amount of elective deferrals (within the meaning of Code Section
402(g)(3)) that may be made with respect to any Participant  under the limits of
Section  4.7,  the  "annual  additions"  under this Plan would cause the maximum
'annual additions" to be exceeded for any Participant,  the Administrator  shall
first  distribute  any  elective  deferrals  (within the meaning of Code Section
402(g)(3))  or return any  voluntary  Employee  contributions  credited  for the
"limitation year' to the extent that the return would reduce the "excess amount'
in the Participant's  accounts and thereafter shall follow steps (2) through (4)
above.

12.      Article IV is amended by the addition of the following:

         4.12     ADMINISTRATIVE RULES

         In  administering  the various tests  contained in this Article IV, the
combined actual deferral ratio and the combined  actual  contribution  ratio for
the family group (which shall be treated as one Highly Compensated  Participant)
shall be determined  without regard to the  aggregation of only eligible  Family
Members who are Highly Compensated Participants.

13. Items (1), (2), (3) and (4) of Section 6.10 are amended to read as follows:

         (1)  Expenses  for  medical  care  described  in  Code  Section  213(d)
         previously  incurred  by the  Participant,  his  spouse,  or any of his
         dependents  (as defined in Code  Section  152) or  necessary  for those
         persons to obtain medical care;

         (2) The costs directly related to the purchase of a principal residence
         for the Participant (excluding mortgage payments);

         (3) Payment of tuition and related educational fees for the next twelve
         (12)  months  of post  secondary  education  for the  Participant,  his
         spouse, children or dependents; or

         (4) Payments  necessary to prevent the eviction of the Participant from
         his principal residence or foreclosure on the mortgage of his principal
         residence.

14. Items (1) through (3) of Section 6.10(c) are amended to read as follows:

         (1) The  distribution  is not in excess of the amount of the  immediate
         and  heavy  financial  need  of  the  Participant.  The  amount  of the
         immediate and heavy financial need may include any amounts necessary to
         pay any federal,  state, or local income taxes or penalties  reasonably
         anticipated to result from the distribution;

         (2) The Participant has obtained all distributions, other than hardship
         distributions,  and all  nontaxable  (at the  time of the  loan)  loans
         currently available under all plans maintained by the Employer;

         (3) The Plan, and all other Plans  maintained by the Employer,  provide
         that  the  Participant's  elective  deferrals  and  voluntary  Employee
         contributions  will be suspended  for at least twelve (12) months after
         the receipt of the hardship distribution or, the Participant,  pursuant
         to a legally enforceable agreement, will suspend his elective deferrals
         and voluntary  Employee  contributions  to the Plan and all other plans
         maintained  by the  Employer  for at least twelve (12) months after the
         receipt of the hardship distribution; and

15. Article Vil is amended by the addition of the following Section 7.11:

7.11     DIRECT ROLLOVER

                  (a) This  Section  applies to  distributions  made on or after
         January  1,  1993.  Notwithstanding  any  provision  of the Plan to the
         contrary that would otherwise limit a distributee's election under this
         Section,  a  distributes  may  elect,  at the  time  and in the  manner
         prescribed  by the  Plan  Administrator,  to  have  any  portion  of an
         eligible rollover  distribution paid directly to an eligible retirement
         plan specified by the distributes in a direct rollover.

                  (b) For the purposes of this Section the following definitions
         shall apply:

                  (1) An eligible  rollover  distribution is any distribution of
                  all or  any  portion  of the  balance  to  the  credit  of the
                  distributes,  except  that an eligible  rollover  distribution
                  does not include:  any distribution that is one of a series of
                  substantially  equal  periodic  payments (not less  frequently
                  than annually)  made for the life (or life  expectancy) of the
                  distributes or the joint lives (or joint life expectancies) of
                  the distributes and the distributee's  designated beneficiary,
                  or  for  a  specified   period  of  ten  years  or  more;  any
                  distribution to the extent such distribution is required under
                  Code Section 401 (a)(9);  and the portion of any  distribution
                  that is not  includible  in gross income  (determined  without
                  regard to the exclusion for net unrealized  appreciation  with
                  respect to employer securities).

                  (2) An eligible  retirement  plan is an individual  retirement
                  account  described  in  Code  Section  408(a),  an  individual
                  retirement  annuity  described  in  Code  Section  408(b),  an
                  annuity plan described in Code Section 403(a),  or a qualified
                  trust  described  in Code  Section 401 (a),  that  accepts the
                  distributee's eligible rollover distribution.  However, in the
                  case of an eligible  rollover  distribution  to the  surviving
                  spouse,   an  eligible   retirement   plan  is  an  individual
                  retirement account or individual retirement annuity.

                  (3) A distributes includes an Employee or former Employee.  In
                  addition, the Employee's or former Employee's surviving spouse
                  and the  Employee's  or  former  Employee's  spouse  or former
                  spouse who is the alternate  payee under a qualified  domestic
                  relations  order,  as  defined  in Code  Section  414(p),  are
                  distributees  with  regard to the  interest  of the  spouse or
                  former spouse.

                  (4) A direct rollover is a payment by the Plan to the eligible
                  retirement plan specified by the distributes.

16.      Effective as of January 1, 1994,  the  definition  of  Compensation  at
         Section 1.8 is amended by the addition of the following:

         In addition to the other applicable  limitations which may be set forth
in  the  Plan,  and   notwithstanding  any  contrary  provisions  of  the  Plan,
Compensation  taken  into  account  under  the Plan  shall not  exceed  $150,000
adjusted  for changes in the cost of living as  provided in Sections  401(a)(17)
and 415(d) of the Code.

17.      Section 6.5(b)(2) is amended by the addition of the following:

         If a distribution  is one to which Code Sections  401(a)(11) and 417 do
not apply,  such  distribution  may commence  less than 30 days after the notice
required under section  1.411(a)-11(c)  of the Income Tax  Regulations is given,
provided that:

         (A) the Plan  Administrator  clearly informs the  Participant  that the
Participant has a right to period of at least 30 days after receiving the notice
to  consider  the  decision  of whether or not to elect  distribution  (and,  if
applicable, a particular distribution option, and

         (B) the Participant, after receiving the notice, affirmatively elects a
distribution.

18.  Effective  October 1, 1990,  Article IV is amended by the  addition  of the
following Section 4.13.

4.13     ACTUAL CONTRIBUTION PERCENTAGE TESTS

         (a) The "Actual  Contribution  Percentage'  for the Highly  Compensated
Participant group shall not exceed the greater of-

             (1) 125 percent of such  percentage of the  Non-Highly  Compensated
             Participant group; or

             (2) the lessor of 200 percent of such percentage for the Non-Highly
             Compensated   Participant   group,   or  such  percentage  for  the
             Non-Highly Compensated  Participant group plus 2 percentage points.
             However,  to prevent the  multiple  use of the  alternative  method
             described  in this  paragraph  and Code Section  401(m)(9)(A),  any
             Highly Compensated  Participant eligible to make elective deferrals
             pursuant to Section  4.2 or any other cash or deferred  arrangement
             maintained  by the Employer or an  Affiliated  Employer and to make
             Employee  contributions or to receive matching  contributions under
             this Plan or under any other plan  maintained by the Employer or an
             Affiliated  Employer  shall  have  his  actual  contribution  ratio
             reduced pursuant to Regulation  1.401(m)-2.  The provisions of Code
             Section  401(m) and  Regulations  1.401(m)-1(b)  and 1.401(m)-2 are
             incorporated herein by reference.

         (b)  For  the  purpose  of  this  Section  and  Section  4.8,   "Actual
Contribution  Percentage"  for a Plan Year  means,  with  respect  to the Highly
Compensated  Participant group and Non-Highly Compensated Participant group, the
average of the ratios (calculated separately for each Participant in each group)
of:

             (1)  Employer  matching  contributions  made  pursuant  to  Section
             4.1(b),  voluntary Employee  contributions made pursuant to Section
             4.10 and Excess Contributions recharacterized as voluntary Employee
             contributions  pursuant  to  Section  4.6(a) on behalf of each such
             Participant for such Year;

             (2) the Participant's "414(s) Compensation" for such Plan Year.

         (c) For purposes of determining  the "Actual  Contribution  Percentage"
and the amount of Excess  Aggregate  Contributions  pursuant to Section 4.14(d),
only Employer matching contributions  (excluding Employer matching contributions
forfeited or distributed  pursuant to Sections 4.2(f) and 4.6(a)(1) or forfeited
pursuant  to  Section  4.8(a)  contributed  to the Plan  prior to the end of the
succeeding Plan year shall be considered.  In addition,  the  Administrator  may
elect to take into account,  with respect to Employees eligible to have Employer
matching   contributions  pursuant  to  Section  4.l(b)  or  voluntary  Employee
contributions  pursuant to Section 4.10  allocated to their  accounts,  elective
deferrals (as defined in Regulation  1.402(g)-1(b))  and qualified  non-elective
contributions (as defined in Code Section 401(m)(4)(C))  contributed to any plan
maintained by the Employer.  Such elective deferrals and qualified  non-elective
contributions  shall be treated as Employer  matching  contributions  subject to
Regulation 1.401(m)-1(b)(5) which is incorporated herein by reference.  However,
the  Plan  Year  must be the same as the  plan  year of the  plan to  which  the
elective deferrals and the qualified non-elective contributions are made.

         (d) For the purpose of determining the actual  contribution  ratio of a
Highly  Compensated  Employee  who is subject to the Family  Member  aggregation
rules of Code Section  414(q)(6) because such Employee is either a "five percent
owner' of the Employer or one of the ten (1) Highly  Compensated  Employees paid
the greatest "415 Compensation" during the year, the following shall apply:

             (1) The  combined  actual  contribution  ratio for the family group
             (which  shall be  treated as one  Highly  Compensated  Participant)
             shall be determined by aggregating: Employer matching contributions
             made pursuant to Section 4.1(b),  voluntary Employee  contributions
             made pursuant to Section 4.10, Excess Contributions recharacterized
             as voluntary Employee  contributions pursuant to Section 4.6(a) and
             "414(s)  Compensation"  of all eligible  Family Members  (including
             Highly Compensated Participants). However, in applying the $200,000
             limit to "414(s)  Compensation",  Family Members shall include only
             the affected  Employee's spouse and any lineal descendants who have
             not attained age 19 before the close of the Year.

             (2)  Employer  matching  contributions  made  pursuant  to  Section
             4.1(b),  voluntary Employee  contributions made pursuant to Section
             4.10, Excess  Contributions  recharacterized  as voluntary Employee
             contributions  pursuant to Section 4.6(a) and "414(s) Compensation"
             of  all  Family  Members  shall  be  disregarded  for  purposes  of
             determining the "Actual Contribution  Percentage" of the Non-Highly
             Compensated  Participant  group  except to the  extent  taken  into
             account in paragraph (1) above.

             (3) If a  Participant  is required to be  aggregated as a member of
             more than one  family  group in a plan,  all  Participants  who are
             members of those  family  groups that include the  Participant  are
             aggregated as one family group in accordance  with  paragraphs  (1)
             and (2) above.

         (e) For purposes of this Section and Code  Sections  401(a)(4),  410(b)
and  401(m),   if  two  or  more  plans  of  the  Employer  to  which   matching
contributions, Employee contributions, or both, are made are treated as one plan
for  purposes  of Code  Sections  401 (a)(4) or 410(b)  (other  than the average
benefits test under Code Section  410(b)(2)(A)(ii),  such plans shall be treated
as one plan.  In addition,  two or more plans of the Employer to which  matching
contributions,  Employee contributions, or both, are made may be considered as a
single plan for purposes of  determining  whether or not such plans satisfy Code
Sections40l(a)(4),  410(b) and 40l(m). In such a case, the aggregated plans must
satisfy this Section and Code  Sections  401(a)(4),  401(b) and 401(m) as though
such  aggregated  plans were a single plan.  Plans may be aggregated  under this
paragraph only if they have the same plan year.

         Notwithstanding  the above,  an employee stock ownership plan described
in Code  Section  4975(e)(7)  or 409 may not be  aggregated  with  this Plan for
purposes of determining  whether the employee stock  ownership plan or this Plan
satisfies this Section and Code Sections 401(a)(4), 410(b) and 401(m).

         (f) If a Highly  Compensated  Participant is a Participant under two or
more plans  (other  than an  employee  stock  ownership  plan as defined in Code
Section  4975(e)(7) or 409 which are maintained by the Employer or an Affiliated
Employer to which matching contributions,  Employee contributions,  or both, are
made, all such  contributions on behalf of such Highly  Compensated  Participant
shall  be  aggregated  for  purposes  of  determining  such  Highly  Compensated
Participant's  actual contribution  ratio.  However, if the plans have different
plan years, this paragraph shall be applied by treating all plans ending with or
within the same calendar year as a single plan.

         (g) For  purposes of Sections  4.13(a) and 4.14,  a Highly  Compensated
Participant and Non-Highly  Compensated  Participant  shall include any Employee
eligible to have  Employer  matching  contributions  pursuant to Section  4.1(b)
(whether or not a deferral  election was made or  suspended  pursuant to Section
4.2(e)) voluntary  Employee  contributions  pursuant to Section 4.10 (whether or
not voluntary Employee  contributions are made) allocated to his account for the
Plan Year.

19.  Effective  October 1, 1990,  Article IV is amended by the  addition  of the
following Section 4.14.

4.14     ADJUSTMENTS TO ACTUAL CONTRIBUTION PERCENTAGE TESTS

         (a) In the event  that the  "Actual  Contribution  Percentage"  for the
Highly   Compensated   Participant   group  exceeds  the  "Actual   Contribution
Percentage" for the Non-Highly Compensated Participant group pursuant to Section
4.13 (a), the  Administrator  (on or before the fifteenth day of the third month
following the end of the Plan year,  but in no event later than the close of the
following  Plan Year)  shall  direct the  Trustee  to  distribute  to the Highly
Compensated  Participant  having the  highest  actual  contribution  ratio,  his
portion  of  Excess  Aggregate  Contributions  (and  Income  allocable  to  such
contributions)  until  either one of the tests set forth in  Section  4.13(a) is
satisfied, or until his actual contribution ratio equals the actual contribution
ratio of the Highly  Compensated  Participant  having the second  highest actual
contribution ratio. This process shall continue until one of the tests set forth
in Section 4.13(a) is satisfied.  The distribution  and/or  forfeiture of Excess
Aggregate Contributions shall be made in the following order:

             (1) Voluntary Employee contributions including Excess Contributions
             recharacterized  as voluntary  Employee  contributions  pursuant to
             Section 4.6(a)(2);

             (2) Employee matching contributions.

         If the correction of Excess  Aggregate  Contributions  attributable  to
Employer  matching  contributions  is  not  in  proportion  to  the  Vested  and
non-Vested  portion  of such  contributions,  then  the  Vested  portion  of the
Participant's Account attributable to Employer matching  contributions after the
correction shall be subject to Section 6.5(i).

         (b) Any distribution  and/or  forfeiture of less than the entire amount
of Excess  Aggregate  Contributions  (and Income) shall be treated as a pro rata
distribution  and/or  forfeiture of Excess Aggregate  Contributions  and Income.
Distribution  of  Excess  Aggregate  Contributions  shall be  designated  by the
Employer as a  distribution  of Excess  Aggregate  Contributions  (and  Income).
Forfeitures  of Excess  Aggregate  Contributions  shall be treated in accordance
with Section 4.4.

         (c) Excess Aggregate  Contributions  attributable to amounts other than
voluntary Employee  contributions,  including forfeited matching  contributions,
shall be treated as Employer contributions for purposes of Code Sections 404 and
415 even if distributed from the Plan.

         (d) For each  Highly  Compensated  Participant,  the  amount  of Excess
Aggregate  Contributions is equal to the Employer  matching  contributions  made
pursuant to Section 4.l(b),  voluntary  Employee  contributions made pursuant to
Section  4.12,  Excess  Contributions   recharacterized  as  voluntary  Employee
contributions   pursuant  to  Section  4.6(a)  and  any  qualified  non-elective
contributions  or  elective  deferrals  taken into  account  pursuant to Section
4.7(c) on behalf of the Highly Compensated  Participant (determined prior to the
application of this  paragraph)  minus the amount  determined by multiplying the
Highly  Compensated  Participant's  actual  contribution ratio (determined after
application  of  this  paragraph)  by  his  "414(s)  Compensation".  The  actual
contribution  ratio must be rounded to the nearest one hundredth of one percent.
In no case shall the amount of Excess Aggregate Contribution with respect to any
Highly   Compensated   Participant   exceed  the  amount  of  Employer  matching
contributions made pursuant to Section 4.1(b),  voluntary Employee contributions
made pursuant to Section 4.12, Excess Contributions recharacterized as voluntary
Employee contributions pursuant to Section 4.6(a) and any qualified non-elective
contributions  or  elective  deferrals  taken into  account  pursuant to Section
4.7(c) on behalf of such Highly Compensated Participant for such Plan Year.

         (e) The  determination of the amount of Excess Aggregate  Contributions
with respect to any Plan Year shall be made after first  determining  the Excess
Contributions,  if any, to be treated as voluntary Employee contributions due to
recharacterization  for the plan year of any other  qualified  cash or  deferred
arrangement (as defined in Code Section 401 (k)) maintained by the Employer that
ends with or within  the Plan Year or which are  treated as  voluntary  Employee
contributions due to recharacterization pursuant to Section 4.6(a).

         (f)  If  the   determination   and   correction  of  Excess   Aggregate
Contributions  of a Highly  Compensated  Participant  whose actual  contribution
ratio is  determined  under  the  family  aggregation  rules,  then  the  actual
contribution  ratio shall be reduced and the Excess Aggregate  Contributions for
the family unit shall be allocated among the Family Members in proportion to the
sum  of  Employer  matching  contributions  made  pursuant  to  Section  4.1(b),
voluntary   Employee   contributions  made  pursuant  to  Section  4.12,  Excess
Contributions  recharacterized as voluntary Employee  contributions  pursuant to
Section  4.6(a) and any qualified  non-elective  contributions  made pursuant to
Section  4.12,  Excess  Contributions   recharacterized  as  voluntary  Employee
contributions   pursuant  to  Section  4.6(a)  and  any  qualified  non-elective
contributions  or  elective  deferrals  taken into  account  pursuant to Section
4.7(c) of each Family  Member that were  combined to determine  the group actual
contribution ratio.

         (g) If during a Plan Year the  projected  aggregate  amount of Employer
matching   contributions,    voluntary   Employee   contributions   and   Excess
Contributions to be recharacterized  as voluntary  Employee  contributions to be
allocated  to all Highly  Compensated  Participants  under this Plan  would,  by
virtue of the tests set forth in  Section  4.13(a),  cause the Plan to fail such
tests, then the Administrator may automatically reduce proportionately or in the
order provided in Section 4.16(a) each affected Highly Compensated Participant's
projected share of such  contributions  by an amount necessary to satisfy one of
the tests set forth in Section 4.7(a).

         (h)  Notwithstanding the above, within twelve (12) months after the end
of the Plan  year,  the  Employer  may  make a  special  Qualified  Non-Elective
Contribution  on  behalf of  Non-Highly  Compensated  Participants  in an amount
sufficient  to  satisfy  one of the  tests set forth in  Section  4.13(a).  Such
contribution  shall be allocated to the  Participant's  Elective Account of each
Non-Highly  Compensated  Participant in the same proportion that each Non-Highly
Compensated  Participant's   Compensation  for  the  year  bears  to  the  total
Compensation of all Non-Highly Compensated  Participants.  A separate accounting
shall be maintained  for the purpose of excluding  such  contributions  from the
"Actual Deferral Percentage" tests pursuant to Section 4.5(a).

         THIS AMENDMENT has been executed this 21 day of March, 1994.

                                 TRUSTCORP MORTGAGE COMPANY



                                 By: /s/ Jay A Rudynski
                                    ---------------------------------------
                                    Jay A Rudynski, Vice President & Controller

                                 INDIANA TRUST AND INVESTMENT MANAGEMENT COMPANY


                                 By: /s/ David A. Hosinski
                                    ----------------------------------------
                                    David A. Hosinski, President

<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 January 20, 1994,  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 First Amendment to the Plan.  Said Amendment  having been reviewed by the
Board.

         RESOLVED,  that the  proper  officers  of the  Corporation  are  hereby
authorized to take any further actions that are necessary to carry out the First
Amendment to the Plan.

         RESOLVED,  upon the Internal  Revenue  Service's  approval of the First
Amendment,  that the proper  officers  of the  Corporation  shall act as soon as
possible to notify the employees of the Corporation  Amendment Number One to the
Plan  by   delivering  to  each  employee  a  copy  of  a  Summary  of  Material
Modification.

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

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


                                                    Date:   March 18, 1994