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                                                                EXHIBIT 10(c)(4)

                  THIRD 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 January 1, 2000 as follows:

1.       Section 1.10 is amended by restating the first sentence of Section 1.10
         in order to reflect the current Participating  Employers of the Plan as
         follows:

         The term "Employer" shall mean 1st Source Corporation, 1st Source Bank,
1st  Source  Auto  Leasing,  Inc.,  1st Source  Insurance,  Inc.,  and  Michigan
Transportation  Finance  Corp.,  their  successors  and assigns,  and subsidiary
and/or affiliated  corporations with 1st Source Corporation as authorized by the
Board of Directors of 1st Source Corporation, the Sponsoring Employer hereunder,
to participate in this Plan with respect to their Employees,  and subject to any
specific  provisions of this Plan and authorization by the Sponsoring  Employer,
any corporation into which an Employer may be merged or consolidated or to which
all or substantially all of its assets may be transferred.

2.       Section 2.09 is added to the Plan as follows:

2.09     Transfers  between   Participating   Employers  and   Non-Participating
         Employers in the Controlled Group:

A  Participant  who  transfers  employment to an entity which is in a controlled
group with the Sponsoring Employer,  but not itself signatory  hereunder,  shall
remain an  inactive  Participant  in this Plan to the  extent  provided  in this
Section  2.09.  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 pursuant to Sections 3.03A
and 3.03B to the extent  (and only to the extent) of his  Compensation  while an
Employee of an adopting  Employer,  based on the rules set forth in this Section
2.09.

For  example,  as of the  date  of the  adoption  of this  amendment,  Trustcorp
Mortgage  Company  ("Trustcorp")  is  in a  controlled  group  with  1st  Source
Corporation and maintains the Trustcorp  Mortgage  Company  Employee  Retirement
Savings Plan for its employees.  As long as an inactive  Participant is employed
by  Trustcorp  on the  last  day of the  Plan  Year  (and  also if the  Employee
terminates  employment  during  such  Plan  Year  from  Trustcorp  due to death,


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disability or retirement after age 65),  Employer  contributions and forfeitures
under  Sections  3.03A and 3.03B will be made by the adopting  Employer based on
the Compensation  earned during the Plan Year by the Participant  while employed
by the adopting Employer.

3.       Section  3.03(C)(2) is amended by adding the following  sentence at the
         end of such section as follows:

To the extent provided in Section 2.09, a Participant  who transfers  employment
to an  entity in the  controlled  group  with 1st  Source  Corporation  shall be
entitled to Employer contributions and forfeitures.

4.       Section 6.02 is amended by restating  the second and third  sentence in
         Section 6.02 as follows:

If such a Participant is re-employed  prior to the end of the Plan Year in which
his employment  termination  occurs, such Participant shall be treated as though
his employment had not been terminated,  and the remaining undistributed portion
of his Individual  Account shall not be forfeited but shall be vested  according
to the vesting  schedule  previously set forth in Section 6.01. If a Participant
is not re-employed  within the time period set forth in the preceding  sentence,
such terminated  Participant's  non-vested Accrued Benefit (if any) remaining in
his Individual  Account,  including any adjustments thereon pursuant to Sections
3.04  and  3.05 of this  Plan,  shall  be  closed  and his  forfeiture  shall be
allocated to the Individual  Accounts of other eligible  Participants  as of the
end of the Plan Year in which his employment  termination  occurs  (provided the
Participant  has received a  distribution  of benefits  pursuant to Section 6.03
hereof), pursuant to the forfeiture provisions of Section 3.03 of this Plan.

5.  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 disqualification shall be considered void to the
extent  necessary to have this Plan  continue to be qualified  under  applicable
Code and ERISA requirements.

6. To the extent that the Employer  decides to submit this  amendment to the IRS
for approval,  this amendment is made expressly  contingent  upon receiving such
IRS  approval.  To the extent that the IRS  requires any changes in any of these
amendments  in order to  continue  the tax  qualified  status of the Plan,  such
amendments will be made retroactive to such date as is required by the IRS.



1ST SOURCE CORPORATION - "Sponsoring Employer"

By:           /s/ Larry E. Lentych
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Title:            CFO
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Date:             December 29, 2000
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