IRWIN BANK & TRUST COMPANY

                            SUPPLEMENTAL PENSION PLAN



                                October 15, 1994


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                                TABLE OF CONTENTS


ARTICLE I          DEFINITIONS................................................2

  Section 1.01.    Definitions Incorporated by Reference......................2
  Section 1.02.    "Actuarial Equivalent/Equivalence".........................2
  Section 1.03.    "Accrued Benefit"..........................................2
  Section 1.04.    "Beneficiary"..............................................2
  Section 1.05.    "Employer".................................................2
  Section 1.06.    "Participant"..............................................3
  Section 1.07.    "Pension Plan".............................................3
  Section 1.08.    "Plan".....................................................3
  Section 1.09.    "Plan Year"................................................3
  Section 1.10.    "Spouse"...................................................3

ARTICLE II         PARTICIPATION..............................................4

  Section 2.01.    Eligibility................................................4
  Section 2.02.    Participation..............................................4

ARTICLE III        CREDITS FOR SERVICE........................................4

  Section 3.01.    Years of Benefit Service...................................4
  Section 3.02.    Years of Service...........................................4

ARTICLE IV         BENEFIT ACCRUALS/VESTING...................................5

  Section 4.01.    Basic Benefit Formula......................................5
  Section 4.02.    Accrued Benefit............................................5
  Section 4.03.    Maximum Annual Benefits....................................6
  Section 4.04.    Vested Benefits............................................6

ARTICLE V          BENEFITS AND DISTRIBUTIONS.................................7

  Section 5.01.    Normal Retirement Pension..................................7
  Section 5.02.    Early Retirement Pension...................................8
  Section 5.03.    Late Retirement Pension....................................8
  Section 5.04.    Disability Pension.........................................9
  Section 5.05.    Deferred Vested Pension...................................10
  Section 5.06.    Distribution of Benefits..................................10
  Section 5.07.    Suspension of Benefits....................................11
  Section 5.08.    Incapacity/Minor Beneficiaries............................11
  Section 5.09.    Location of Participant or Beneficiary
                   Unknown...................................................12


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ARTICLE VI         DEATH BENEFITS............................................12

  Section 6.01.    Surviving Spouse's Pension................................12
  Section 6.02.    Pre-Retirement Death Benefits.............................14
  Section 6.03.    Beneficiary Designations..................................14

ARTICLE VII        PLAN ADMINISTRATION.......................................15

  Section 7.01.    Plan Administrator........................................15
  Section 7.02.    Powers and Duties.........................................15
  Section 7.03.    Claims, Appeals and Review Procedure......................16
  Section 7.04.    Information and Proof.....................................17
  Section 7.05.    Liability/Indemnification.................................18

ARTICLE VIII       AMENDMENT AND TERMINATION.................................19

  Section 8.01.    Amendment and Termination.................................19

ARTICLE IX         MISCELLANEOUS PROVISIONS..................................19

  Section 9.01.    Payments..................................................19
  Section 9.02.    Status of the Plan........................................20
  Section 9.03.    Nonalienation of Rights and Benefits......................20
  Section 9.04.    Employment Rights Not Affected by the
                   Plan......................................................20
  Section 9.05.    Applicable Law............................................20
  Section 9.06.    Effective Date............................................21

                                      -ii-


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                                    PREAMBLE


     WHEREAS,  Irwin  Bank & Trust  Company  (the  "Employer")  maintains  a tax
qualified  defined benefit  pension plan to provide its eligible  employees with
benefits  in the  event of  retirement,  death,  disability  or  termination  of
employment; and

     WHEREAS,  the Employer maintains a tax-qualified  profit sharing plan which
contains a cash or deferred  arrangement  under  Section  401(k) of the Internal
Revenue Code of 1986 and an employer matching contribution feature under Section
401(m) of the Code to provide its  eligible  employees  with an  opportunity  to
accumulate funds for their retirement and other financial emergencies;

     WHEREAS,  the Employer wishes to provide  supplemental  pension benefits to
certain of its  employees  who are among a select group of  management or highly
compensated employees and who are nearing retirement; and

     WHEREAS, the Employer intends that the supplemental pension arrangement set
forth in this  instrument  be an unfunded  arrangement  for  federal  income tax
purposes and for purposes of Title I of the Employee  Retirement Income Security
Act of 1974, as amended ("ERISA").

     NOW  THEREFORE,  the  Employer  adopts a plan  providing  for  supplemental
pension benefits as follows.




<PAGE>



                                    ARTICLE I

                                   DEFINITIONS

     SECTION 1.01. DEFINITION  INCORPORATED BY REFERENCE.  Any capitalized terms
                   -------------------------------------
contained in this Plan which are not  expressly  defined in this Plan shall have
the meaning set forth in the Irwin Bank & Trust Company Pension Plan. Such terms
are  specifically  incorporated  into this Plan by this reference as if the same
were fully set forth in this Plan.

     SECTION  1.02.  "ACTUARIAL  EQUIVALENT/EQUIVALENCE".  The  term  "Actuarial
                      ---------------------------------
Equivalent" or "Actuarial  Equivalence" means any of the aggregate amounts,  all
equal in value,  which are  expected to be  received  under  different  forms of
payment or at different times computed using the following assumptions:

  Post Retirement Mortality:                 UP-1984 Unisex Mortality
                                             Table

  Pre-Retirement Mortality:                  UP-1984 Unisex Mortality
                                             Table

  Post Retirement Interest Rate:             7% compounded annually

  Pre-Retirement Interest Rate:              7% compounded annually

     SECTION  1.03.  "ACCRUED  BENEFIT".  The term "Accrued  Benefit"  means the
                      ----------------
amount  that  could be  payable  at the  Participant's  Normal  Retirement  Date
determined in accordance with the provisions of Article IV.

     SECTION 1.04.  "BENEFICIARY".  The term  "Beneficiary"  means the person or
                     -----------
persons  determined in accordance with the provisions of Section 6.03 to receive
payment of a Participant's or former Participant's undistributed Accrued Benefit
in the event of the death of the Participant or former Participant.

     SECTION  1.05.  "EMPLOYER".  The term  "Employer"  means Irwin Bank & Trust
                      --------
Company.


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     SECTION 1.06. "PARTICIPANT".  The term "Participant" means any Employee who
                    -----------
has  satisfied  the  requirements  to  participate  in this Plan as  provided in
Article  II, and who has not for any reason  become  ineligible  to  participate
further in the Plan.

     SECTION 1.07.  "PENSION PLAN". The term "Pension Plan" means the Irwin Bank
                     ------------
& Trust Company  Pension Plan,  as amended and restated,  effective  October 16,
1989.

     SECTION 1.08.  "PLAN".  The term "Plan means the supplemental  pension plan
                     ----
set forth in this  instrument,  as amended and  supplemented  from time to time,
which  shall be known as the Irwin  Bank & Trust  Company  Supplemental  Pension
Plan.

     SECTION  1.09.  "PLAN  YEAR".  The term "Plan  Year" means each twelve (12)
                      ----------
month period beginning on October 15 and ending on the following October 14.

     SECTION 1.10. "SPOUSE".
                    ------

     (a) The term "spouse"  shall mean the  individual to whom a Participant  or
former  Participant  is legally  married  under  applicable  state law as of any
relevant date.

     (b) A Participant  (including a former  Participant) who is unmarried as of
any relevant  date shall  nevertheless  be considered as married for purposes of
this Plan if such  Participant  has a former spouse who is the  beneficiary of a
"qualified  domestic relations order", as defined in Section 414(p) of the Code,
which qualified  domestic relations order creates or recognizes the existence of
the former  spouse's  right to receive all or a portion  (but only to the extent
provided in such qualified  domestic relations order) of the benefits payable to
the Participant under the Pension Plan and this Plan. Under such  circumstances,
the term  "Spouse"  herein shall be read to include such former  spouse.  To the
extent  provided  under  a  qualified   domestic  relations  order  affecting  a
Participant's  benefits under this Plan, a current Spouse will not be treated as
the Spouse or surviving  Spouse over a former spouse who is the  beneficiary  of
such qualified domestic relations order.


                                       -3-

<PAGE>
                                   ARTICLE II

                                  PARTICIPATION

     SECTION 2.01.  ELIGIBILITY.  Participation  in the Plan shall be limited to
                    -----------
salaried  Employees  who are included in a select group of  management or highly
compensated  employees,  and who are active  participants in the Pension Plan on
and after the effective date of the Plan.  Individual  Participants  in the Plan
shall be selected  and  designated  by the  Retirement  Committee  appointed  to
administer the Plan under the provisions of Section 7.01

     SECTION 2.02. PARTICIPATION.  An Employee selected for participation in the
                   -------------
Plan  shall  become  a  Participant  as of the  first  day of the  Plan  Year as
specified by the Retirement Committee. A Participant's participation in the Plan
shall terminate as of the date upon which the Participant's  employment with the
Employer  terminates  as the result of  retirement,  death,  disability or other
reasons. A Participant's  participation in the Plan shall terminate  immediately
in the event that the Participant's  employment  classification is such that the
Participant  is no longer  included in the select group of  management or highly
compensated  employees  eligible  to  participate  in the Plan as  described  in
Section 2.01.


                                   ARTICLE III

                               CREDITS FOR SERVICE

     SECTION 3.01.  YEARS OF BENEFIT  SERVICE.  A Participant's  Accrued Benefit
                    -------------------------
under the Plan shall be determined with reference to the Participant's  full and
fractional Years of Benefit Service.  For purposes of this Plan, a Participant's
Years of Benefit Service shall be equivalent to his/her Years of Benefit Service
determined  and  credited  under the  provisions  of Section 1.50 of the Pension
Plan,  and may include Years of Benefit  Service  credited  before and after the
Participant commences participation in this Plan.

     SECTION 3.02.  YEARS OF SERVICE.  A Participant's  nonforfeitable  benefits
                    ----------------
under the Plan shall be determined with


                                       -4-

<PAGE>

reference to the  Participant's  Years of Service.  For purposes of this Plan, a
Participant's  Years of Service  shall be equivalent to his/her Years of Service
determined  and credited  under the  provisions of Sections 1.51 and 1.52 of the
Pension  Plan,  and may include Years of Service  credited  before and after the
Participant commences participation in this Plan.

                                   ARTICLE IV

                            BENEFIT ACCRUALS/VESTING

     SECTION 4.01. BASIC BENEFIT FORMULA.  Subject to the limitations  contained
                   ---------------------
in this  Article,  each  Participant  will be entitled  to a monthly  retirement
benefit   under  the  Plan  based  upon  the   Participant's   Average   Monthly
Compensation,   Years  of  Benefit  Service  and  Monthly  Covered  Compensation
determined as follows:

     (a)  1.0% of Average  Monthly  Compensation  multiplied by Years of Benefit
          Service; plus

     (b)  .75% of Average  Monthly  Compensation  in excess of  Monthly  Covered
          Compensation  multiplied by Years of Benefit Service (not to exceed 35
          years); minus

     (c)  The Participant's Accrued Benefit under the Pension Plan.

     If the Participant's  benefit commences at a time other than his/her Normal
Retirement Age, the benefit percentages  specified in (b) above shall be reduced
by the factors set forth in I.R.C. Reg. Sec. 1.401(1)-3(e).

     SECTION 4.02. ACCRUED BENEFIT.  The monthly amount determined under Section
                   ---------------
4.01 and  expressed as a single life  annuity  commencing  at the  Participant's
Normal  Retirement  Date shall be the  Participant's  total  Accrued  Benefit at
Normal  Retirement  Age.  At any other  given time,  the  Participant's  Accrued
Benefit shall be:

     (a)  The aggregate amounts  determined under Section 4.01 (a) and (b) based
          on the  Participant's  Average  Monthly  Compensation  at the  date of
          determination and the Participant's Years of

                                       -5-

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          Benefit Service projected to the Participant's  Normal Retirement Date
          (or if later, the current year) assuming  continuous  employment until
          such date; multiplied by

     (b)  A  fraction,  the  numerator  of which is the  Participant's  Years of
          Benefit Service at the date of  determination,  and the denominator of
          which is the  Participant's  Years of Benefit Service projected to the
          Participant's  Normal  Retirement Date (or if later, the current year)
          assuming continuous employment until such date; less

     (c)  The Participant's Accrued Benefit under the Pension Plan.

     SECTION 4.03.  MAXIMUM ANNUAL  BENEFITS.  Notwithstanding  anything in this
                    ------------------------
Plan to the contrary,  the "annual  benefit" which will become payable under the
Plan at any time shall be limited  and  adjusted so as not to exceed the maximum
"annual  benefit"  permissible  under the provisions of Article V of the Pension
Plan and Section 415 of the Code which are  incorporated  into this Plan by this
reference, and which shall be applied if the benefits provided by this Plan were
benefits  provided by a plan  qualified  under  Section 401 of the Code.  If the
benefit that a Participant  would  otherwise  accrue in a Limitation  Year under
this Plan would produce an "annual benefit" in excess of the maximum permissible
amount,  the rate of accrual under this Plan will be reduced so that the "annual
benefit"  provided by this Plan and the "annual  benefit"  otherwise  taken into
account under  Article V of the Pension Plan will equal the maximum  permissible
amount.

     SECTION 4.04. VESTED BENEFITS.
                   ---------------

     (a) Subject to the provisions of paragraph (b) below,  the Accrued  Benefit
of a Participant shall be nonforfeitable if such Participant:

          (1)  is credited  with five (5) or more Years of Service in accordance
               with the provisions of Section 3.02; or

          (2)  suffers a Total and Permanent  Disability under the provisions of
               Section 5.04; or


                                       -6-

<PAGE>

          (3)  attains  Normal  Retirement  Age  while  in  the  employ  of  the
               Employer; or

          (4)  dies while in the employ of the Employer.

     (b) All rights of the  Participant,  his/her  designated  Beneficiary(ies),
personal  representative(s)  or any other  person(s)  to receive  payment of any
benefits  under  this Plan shall be  forfeited  if the  Participant,  during the
course of employment  with the Employer,  shall commit  fraud,  embezzlement  or
other criminal or dishonest acts against the Employer, or shall otherwise engage
in any activity or conduct which the Board of Directors in good faith and in its
sole judgment determines is substantially  inimical to the best interests of the
Employer.

                                    ARTICLE V

                            BENEFITS AND DISTRIBUTION

     SECTION 5.01. NORMAL RETIREMENT PENSION.
                   -------------------------

     (a) Upon a Participant's  normal retirement under the provisions of Section
4.01 of the  Pension  Plan,  such  Participant  shall  be  entitled  to a Normal
Retirement Pension payable under this Plan.

     (b) The Participant's  Normal Retirement Pension shall be equivalent to the
Participant's  nonforfeitable Accrued Benefit determined under the provisions of
Sections 4.02 and 4.04 at the Participant's Normal Retirement Date and expressed
as a monthly benefit payable in the form of a single life annuity.

     (c) Payment of the Participant's  Normal Retirement  Pension shall commence
as of the Annuity Starting Date for the Participant's  Normal Retirement Benefit
under the Pension Plan.

     (d) The  Participant's  Normal  Retirement  Pension shall be payable in the
form and manner more fully  described in Section  5.06 below.  In the event that
the Participant's  Normal  Retirement  Pension is payable in a form other than a
single life annuity,  such benefit shall be adjusted to the Actuarial Equivalent
of a single life annuity for the Participant.

                                       -7-

<PAGE>


     SECTION 5.02. EARLY RETIREMENT PENSION.
                   ------------------------

     (a) Upon a Participant's  early  retirement under the provisions of Section
4.03 of the  Pension  Plan,  such  Participant  shall  be  entitled  to an Early
Retirement Pension payable under this Plan.

     (b) The Participant's  Early Retirement  Pension shall be equivalent to the
Participant's  nonforfeitable Accrued Benefit determined under the provisions of
Sections 4.02 and 4.04 at the  Participant's  Retirement Date and expressed as a
monthly benefit payable in the form of a single life annuity.

     (c) Payment of the Participant's Early Retirement Pension shall commence as
of the Annuity  Starting Date for the  Participant's  Early  Retirement  Benefit
under the Pension Plan. If the Annuity Starting Date for the Participant's Early
Retirement  Pension  precedes the  Participant's  Normal  Retirement  Date,  the
Participant's  Accrued  Benefit  shall be reduced by 1/180 for each of the first
sixty (60) months, and 1/360 for each of the next sixty (60) months by which the
Annuity Starting Date precedes the Participant's Normal Retirement Date.

     (d) The Participant's Early Retirement Pension shall be payable in the form
and manner more fully  described  in Section  5.06 below.  In the event that the
Participant's  Early Retirement Pension is payable in a form other than a single
life annuity,  such benefit  shall be adjusted to the Actuarial  Equivalent of a
single life annuity for the Participant.

     SECTION 5.03. LATE RETIREMENT PENSION.
                   -----------------------

     (a) A Participant  who remains in the employ of the Employer  after his/her
Normal  Retirement Date and who retires as of his/her Late Retirement Date under
the  provisions  of Section 4.04 of the Pension Plan shall be entitled to a Late
Retirement Pension payable under this Plan.

     (b) The  Participant's  Late Retirement  Pension shall be equivalent to the
Participant's  nonforfeitable Accrued Benefit determined under the provisions of
Sections 4.02 and 4.04 at the  Participant's  Late Retirement Date and expressed
as a monthly benefit payable in the form of a single annuity.

                                       -8-

<PAGE>

     (c) Payment of the Participant's  Late Retirement Pension shall commence as
of the Annuity Starting Date for the Participant's Late Retirement Benefit under
the Pension Plan.

     (d) The Participant's  Late Retirement Pension shall be payable in the form
and manner more fully  described  in Section  5.06 below.  In the event that the
Participant's  Late Retirement  Pension is payable in a form other than a single
life annuity,  such benefit  shall be adjusted to the Actuarial  Equivalent of a
single life annuity for the Participant.

     SECTION 5.04.  DISABILITY  PENSION.  If a  Participant  suffers a Total and
                    -------------------
Permanent Disability so as to become entitled to receive a Disability Retirement
Benefit  under  the  provisions  of  Section  4.05  of the  Pension  Plan,  such
Participant shall be entitled to a Disability  Retirement  Pension payable under
this Plan.

     (b) The Participant's  Disability Retirement Pension shall be equivalent to
the Participant's nonforfeitable Accrued Benefit determined under the provisions
of Sections 4.02 and 4.04 at the  Participant's  Disability  Retirement Date and
expressed as a monthly benefit payable in the form of a single life annuity.

     (c)  Payment  of the  Participant's  Disability  Retirement  Pension  shall
commence  as of the  Annuity  Starting  Date  for the  Participant's  Disability
Retirement  Benefit under the Pension Plan. If the Annuity Starting Date for the
Participant's  Disability  Retirement Pension precedes the Participant's  Normal
Retirement  Date,  the  Participant's  nonforfeitable  Accrued  Benefit shall be
actuarially  reduced  to adjust  for the  commencement  of  benefits  before the
Participant's Normal Retirement Date.

     (d) The Participant's Disability Retirement Pension shall be payable in the
form and manner more fully  described in Section  5.06 below.  In the event that
the Participant's  Disability Retirement Pension is payable in a form other than
a  single  life  annuity,  such  benefit  shall  be  adjusted  to the  Actuarial
Equivalent of a single life annuity for the Participant.

     (e) A Participant's  rights to a Disability  Retirement Pension pursuant to
this Section  shall  terminate or be suspended if the  Participant's  Disability
Retirement  Benefit  under the  Pension  Plan is  terminated  or  suspended.  If
entitlement to a Disability  Retirement  Pension  ceases in accordance  with the
provisions of this paragraph, the Participant shall not be


                                       -9-

<PAGE>

prevented from  qualifying for benefits under another  section of the Plan based
on his/her Years of Benefit  Service and Average Monthly  Compensation  credited
prior to  his/her  Disability  Retirement  Date;  provided,  however,  that such
benefits  payable  under  another  section  of the Plan  shall be reduced by the
Actuarial Equivalent of the benefits received pursuant to paragraph (a) above.

     SECTION 5.05. DEFERRED VESTED PENSION.
                   -----------------------

     (a) If a  Participant's  employment  with the Employer  terminates  for any
reason other than retirement, death or disability, such former Participant shall
be entitled to a Deferred Vested Pension payable under this Plan.

     (b) A former  Participant's  Deferred Vested Pension shall be equivalent to
the former  Participant's  nonforfeitable  Accrued Benefit  determined under the
provisions of Sections 4.02 and 4.04 as of the date of the former  Participant's
termination of employment and expressed as a monthly benefit payable in the form
of a single life annuity.

     (c)  Payment  of a  former  Participant's  Deferred  Vested  Pension  shall
commence as of the Annuity  Starting  Date for the former  Participant's  Normal
Retirement  Benefit  under  the  Pension  Plan.  In the  exercise  of  its  sole
discretion,  the Retirement Committee may direct the earlier commencement of the
former  Participant's  Deferred Vested Pension. If the Annuity Starting Date for
the  former   Participant's   Deferred   Vested  Pension   precedes  the  former
Participant's  Normal Retirement Date, the former  Participant's  nonforfeitable
Accrued Benefit shall be actuarially  reduced to adjust for the  commencement of
benefits before the former Participant's Normal Retirement Date.

     (d) The Participant's Deferred Vesting Pension shall be payable in the form
and manner more fully  described  in Section  5.06 below.  In the event that the
former  Participant's  Deferred Vested Pension is payable in a form other than a
single life annuity,  such benefit shall be adjusted to the Actuarial Equivalent
of a single life annuity for the former Participant.

     SECTION 5.06. DISTRIBUTION OF BENEFITS.
                   ------------------------

     (a) Subject to the  provisions  of paragraph  (b), a Married  Participant's
benefits under Sections 5.01 - 5.05 shall be paid


                                      -10-

<PAGE>

in the form of a Joint and Survivor Annuity which is the Actuarial Equivalent of
a single life annuity for the Participant;  an unmarried  Participant's benefits
under Sections 5.01 - 5.05 shall be paid in the form of a single life annuity.

     (b)  Notwithstanding   anything  contained  herein  to  the  contrary,  the
Retirement Committee shall have the right in its sole discretion to designate an
optional form of distribution  for a Participant's  benefits.  The Committee may
direct that distribution of the  Participant's  benefits be made in a single sum
or in a form selected by the Committee  from among any of the optional  forms of
benefit payments available under the Pension Plan.

     (c) The  Retirement  Committee  shall be  entitled  to rely on the  written
representation  last filed with the Employer or the Retirement  Committee by the
Participant  prior  to the  Annuity  Starting  Date or date of  death  as to the
Participant's  marital  status.  Such  reliance  shall include the right to deny
benefits to a person claiming to be the spouse of a Participant in contradiction
to the  representation(s)  made by the  Participant.  Any payments  made in good
faith  pursuant to the  statements  contained in an application or other request
for payments shall  discharge all of the benefit  obligations of the Employer to
the extent of such payments.

     SECTION  5.07.  SUSPENSION  OF  BENEFITS.  In  the  event  that  a  retired
                     ------------------------
Participant who is receiving a Normal  Retirement  Pension,  an Early Retirement
Pension or a Deferred  Vested Pension returns to employment with the Employer so
that his/her  retirement  benefits  under the Pension Plan are  suspended as the
result of such reemployment,  such retired  Participant's benefit payments under
this Plan shall be likewise suspended.  If benefit payments under this Plan have
been  suspended,  such payments shall resume when  suspended  benefits under the
Pension Plan resume.

     SECTION 5.08. INCAPACITY/MINOR BENEFICIARIES.
                   ------------------------------

     (a) If any person  entitled  to receive  benefits  shall be  physically  or
mentally  incapable  of  receiving  or  acknowledging  receipt of any payment of
benefits,  the Retirement  Committee,  upon the receipt of satisfactory evidence
that (1) such  incapacitated  distributee is so incapacitated,  (2) that another
person or institution is maintaining the  distributee,  and (3) that no guardian
or administrator has been appointed for the


                                      -11-

<PAGE>

distributee,  may cause the  Employer to make  payment of benefits  hereunder to
such other person or institution so maintaining  the  distributee.  Such payment
for the  benefit of an  incapacitated  distributee  shall  fully  discharge  the
Employer  from  liability  on  account of any  Accrued  Benefit  required  to be
distributed to such incapacitated distributee.

     (b) In the event a distribution is to be made to a minor  Beneficiary,  the
Retirement  Committee  shall direct that such  distribution be paid to the legal
guardian,  or if none, to a parent of such  Beneficiary  or a responsible  adult
with whom the Beneficiary  maintains his/her residence,  or to the custodian for
such Beneficiary under the Uniform Transfers to Minors Act or similar law in the
state in which the minor Beneficiary resides.  Such payment for the benefit of a
minor  Beneficiary  shall fully discharge the Employer from liability on account
of any Accrued Benefit required to be distributed to such minor Beneficiary.

     SECTION 5.09. LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN.
                   ----------------------------------------------

     In the  event  that  all or any  portion  of a  distribution  payable  to a
Participant  or Beneficiary  hereunder  shall after five (5) years remain unpaid
solely by reason of the inability of the Retirement  Committee,  after sending a
registered  letter,  return receipt  requested,  to the last known address,  and
further  diligent  effort,  to ascertain the whereabouts of such  Participant or
Beneficiary, the amount so distributable shall be forfeited and shall be used to
reduce  the cost of the  Plan.  In the event a  Participant  or  Beneficiary  is
located  subsequent to his/her  benefit being  forfeited,  such benefit shall be
restored.

                                   ARTICLE VI

                                 DEATH BENEFITS

     SECTION 6.01. SURVIVING SPOUSE'S PENSION.
                   --------------------------

     (a) The surviving  Spouse of a Participant or former  Participant  who dies
before his/her Annuity  Starting Date shall be entitled to a Surviving  Spouse's
Pension payable under this Plan if such surviving Spouse will otherwise  receive
a Pre- Retirement Survivor Annuity benefit under Section 6.02 of the


                                      -12-

<PAGE>

Pension Plan as a result of the Participant's or former Participant's death.

     (b) In the case of a Participant or former  Participant  who dies after the
Pension  Plan's  "earliest  retirement  age" as specified in Section 6.02 of the
Pension Plan, the Surviving  Spouse's Pension shall be equivalent to the benefit
that would have been paid to the  surviving  Spouse under the Joint and Survivor
Annuity  payable under this Plan if the  Participant or former  Participant  had
retired with a Joint and Survivor  Annuity on the date before his/her death.  In
the case of any such  Participant or former  Participant who dies before his/her
Normal  Retirement  Date,  such Joint and Survivor  Annuity shall be actuarially
adjusted to reflect early commencement of benefits.

     (c) In the  case of a  Participant  or  former  Participant  who dies on or
before the Pension Plan's "earliest retirement age" as specified in Section 6.02
of the Pension Plan, the Surviving  Spouse's  Pension shall be equivalent to the
benefit  that would have been paid to the  surviving  Spouse under the Joint and
Survivor Annuity payable under the Plan if the Participant or former Participant
had  separated  from services at the earlier of the actual time of separation or
death,  survived until the "earliest retirement age", retired at the time with a
Joint and Survivor  Annuity,  and died on the next day.  Such Joint and Survivor
Annuity shall be actuarially adjusted to reflect early commencement of benefits.

     (d) Payment of the  Surviving  Spouse's  Pension  shall  commence as of the
Annuity Starting Date for the surviving spouse's Pre-Retirement Survivor Annuity
under the Pension Plan. In the case of the surviving  Spouse or  Participant  or
former Participant who dies after attaining the "earliest  retirement age" under
the Pension Plan, a Surviving  Spouse's Pension which does not commence within a
reasonable time after the Participant's or former  Participant's  death shall be
actuarially adjusted to reflect delayed commencement of payments. In the case of
the  surviving  Spouse of a  Participant  or former  Participant  who dies on or
before  attaining  the  "earliest  retirement  age" under the  Pension  Plan,  a
Surviving  Spouse's  Pension  which  does  not  commence  at the  time  when the
Participant or former  Participant would have attained the "earliest  retirement
age" under the Pension Plan shall be  actuarially  adjusted to reflect  early or
delayed commencement of benefits.

                                      -13-

<PAGE>

     SECTION 6.02. PRE-RETIREMENT DEATH BENEFITS.
                   -----------------------------

     (a) Upon the death of a Participant  or former  Participant  before his/her
Annuity   Starting   Date,   such   Participant's   or   former    Participant's
Beneficiary(ies)  determined  under the  provisions  of  Section  6.03  shall be
entitled to a  Pre-Retirement  Death  Benefit  payable  under this Plan within a
reasonable time after the Participant's or former Participant's death.

     (b) The  Pre-Retirement  Death  Benefit  payable  pursuant to paragraph (a)
above shall be a single sum which  represents  the  Actuarial  Equivalent of the
Participant's or former Participant's nonforfeitable Accrued Benefit at the date
of death,  reduced by the Actuarial Equivalent of any Surviving Spouse's Pension
payable  under  Section  6.01  as the  result  of the  Participant's  or  former
Participant's death.

     (c) The  Retirement  Committee,  in its sole  discretion,  may direct  that
payment of the Pre-Retirement  Death Benefit to any  Beneficiary(ies) be made in
the form of a single life annuity which (in the aggregate, if applicable) is/are
the  Actuarial  Equivalent  of the single sum form of benefit  determined  under
paragraph (b) above.

     SECTION 6.03. BENEFICIARY DESIGNATIONS.
                   ------------------------

     (a) Each Participant may designate a Beneficiary or Beneficiaries  (primary
and contingent) of the Participant's own choosing to receive any  Pre-Retirement
Death Benefit  payable  under Section 6.02 of the Plan. A Participant  or former
Participant may prospectively,  at any relevant time, revoke such designation of
a Beneficiary  or  Beneficiaries  or change a Beneficiary  or  Beneficiaries  by
filing  written  notice  of  such  revocation  or  change  with  the  Retirement
Committee.  Any such  designation,  revocation or change shall be made in a form
satisfactory to the Committee.

     (b) Absent an effective designation of a Beneficiary, distributees shall be
designated by the Retirement  Committee from among those persons who survive the
deceased  Participant or former  Participant in the following order: (1) spouse;
(2) children; (3) parents; (4) brothers and sisters; (5) estate of the decedent.
If more  than  one  person  qualifies  as a member  of a class  of  distributees
specified in the preceding sentence, distributions shall be made in equal shares
to all members of such class who survive the deceased Participant or former


                                      -14-

<PAGE>

Participant and who are known to the Committee at the time of distribution.

                                   ARTICLE VII

                               PLAN ADMINISTRATION

     SECTION  7.01.  PLAN  ADMINISTRATOR.  The Plan shall be  administered  by a
                     -------------------
Retirement Committee composed of such members as shall be appointed from time to
time by the Board of  Directors.  If the Board of  Directors  shall fail to make
such  appointments,  the  Board  of  Directors  shall  serve  as the  Retirement
Committee.  Any individual  member of the Retirement  Committee who is otherwise
eligible  may  participate  in the  Plan,  but  shall  not be  entitled  to make
decisions with respect to his/her own participation and benefits under the Plan.

     SECTION 7.02. POWERS AND DUTIES.
                   -----------------

     (a) The Retirement Committee shall have the obligation, exclusive right and
absolute  discretion  to  interpret  and apply  all  terms of the Plan,  and may
correct any  defect,  supply any  omission or  reconcile  any  inconsistency  or
ambiguity in such manner as they deem advisable.  They shall have full authority
and  absolute  discretion  to  make  all  factual  and/or  legal  determinations
concerning  eligibility and status of Employees and  Participants,  the right of
any person(s) to benefits and all other rights hereunder,  and all other matters
concerning plan  administration,  operation and  interpretation.  Subject to the
review by the Board of Directors afforded under Section 7.03, all determinations
and actions of the Retirement  Committee with respect to any matter  relating to
the Plan shall be final, conclusive and binding upon all persons. It is intended
that  any  and  all  factual   and/or  legal   constructions,   interpretations,
conclusions and determinations adopted by the Retirement Committee in good faith
are to be accorded  deference  upon judicial or other  review.  Any powers to be
exercised by the Retirement  Committee shall be exercised in a nondiscriminatory
manner,   and  they  shall  apply  uniform   administrative   rules  of  general
applications  in order  to  afford  similar  treatment  to  persons  in  similar
circumstances.

                                      -15-

<PAGE>

     (b) By way of  example  and  not  by  way  of  limitation,  the  Retirement
Committee shall have the following specific powers and duties:

          (1) To make rules and regulations for the administration and operation
of the Plan which are not  inconsistent  with the terms and  provisions  of this
document.

          (2) To  establish  procedures  for the  processing  of all  claims for
benefits,  including the  promulgation  of appropriate  forms  necessary for the
application for benefits.

          (3)  To  determine  all  questions  relating  to  the  eligibility  of
Participants and former  Participants to receive benefits,  and to determine the
service upon which the benefits of each Participant or former  Participant shall
be based.

          (4)  To  make  all  determinations  and  computations  concerning  the
benefits,  credits  and  debits to which any  Participant,  former  Participant,
Spouse, Beneficiary or other claimant may be entitled under the Plan.

          (5)  To  delegate  ministerial  duties  and  to  employ  such  outside
professionals as may be necessary or desirable for administration of the Plan.

          (6) To enter into  agreements  on behalf of the Employer  necessary to
implement the Plan.

     SECTION 7.03. CLAIMS, APPEALS AND REVIEW PROCEDURE.
                   ------------------------------------

     (a) Claims for benefits  under the Plan shall be filed with the  Retirement
Committee.  In most cases, written notice of the disposition of a Claim shall be
furnished to the claimant  within 90 days after receipt of the claim. If special
circumstances  require an extension of time for  processing  the claim,  written
notice of the  extension of time will be furnished to the claimant  prior to the
termination  of the  initial 60 day  period.  In no event  shall such  extension
exceed the period of 90 days from the end of such initial review period.  In the
case of a denial of the  claimant's  application,  such written notice shall set
forth specific reasons for the denial. Pertinent provisions of the Plan shall be
cited,  a description of any  additional  information or material  necessary for
perfection of the claim will be given,  and an  explanation of the Plan's appeal
procedure will be provided.


                                      -16-

<PAGE>

     (b) A  claimant  who  does not  agree  with the  decision  rendered  by the
Retirement Committee with respect to his/her  application,  may request that the
application  be given  full and fair  review  by the  Board of  Directors.  Such
request  shall be made in  writing  within 90 days  after the date the  claimant
received notice of the decision with respect to the  application.  Such claimant
may  review  pertinent  documents,  submit  issues  and  comments  in writing in
connection  with the  request for review,  and/or  request a hearing  before the
Board on his/her  claim.  The decision by the Board of  Directors  shall be made
promptly  but no  later  than  the  date  of the  meeting  of  the  Board  which
immediately  follows  the Plan's  receipt of a request  for  review,  unless the
request  for  review  is filed  within  the 30 days  preceding  the date of such
meeting.  In such case,  a decision  shall be made no later than the date of the
second  meeting  following  the Plan's  receipt of the request  for  review.  If
special  circumstances  (such as the need to hold a  hearing)  require a further
extension of time for  processing,  a decision  shall be rendered not later than
the third meeting of the Board  following the Plan's  receipt of the request for
review.  The decision on review shall be in writing and shall  include  specific
reasons for the decision. Furthermore, the decision shall be written in a manner
calculated  to be  understood  by  the  claimant  with  specific  reference,  if
appropriate,  to the pertinent Plan provisions upon which the decision is based.
If the decision on review is not  furnished  to the claimant in the  appropriate
time, the claim shall be deemed denied on review.

     SECTION 7.04. INFORMATION AND PROOF. Every Participant, former Participant,
                   ---------------------
Spouse,  Beneficiary  or other  claimant  shall  furnish,  at the request of the
Retirement Committee or the Board of Directors, any evidence reasonably required
for the  administration  of the Plan or for the determination of any matter that
the Committee or the Board of Directors may  legitimately  have before them. The
Retirement Committee or the Board of Directors, as applicable, shall be the sole
judge of the  standard  of  evidence  required  in any case.  Failure to furnish
evidence on a timely basis,  and in good faith,  shall be sufficient  reason for
the denial of immediate payments to a Participant,  former Participant,  Spouse,
Beneficiary or other claimant, or for the temporary suspension or discontinuance
of  payments  to such  persons.  The  falsity of any  statement  material  to an
application  or the  furnishing  of  fraudulent  information  or proof  shall be
sufficient reason for the denial, suspension or discontinuance of payments under
this Plan and in any such case, the Retirement Committee shall have the right to
recover any determinable loss resulting from reliance thereon.

                                      -17-

<PAGE>

     SECTION 7.05. LIABILITY/INDEMNIFICATION.
                   -------------------------

     (a) No member of the Board of Directors or of the Retirement  Committee and
no officer,  employee or agent of the Employer shall be personally liable to any
Employee,  Participant,  former  Participant or any other person (other than the
Employer) for any action taken or omitted in connection with the  administration
or operation of this Plan.

     (b) To the fullest extent permitted by law, every such director,  committee
member, officer, employee and agent ("Indemnitee") shall be entitled as of right
to be  indemnified  by the  Employer  against  any  liability  and all  expenses
actually and in good faith  incurred or paid by such  Indemnitee  in  connection
with any threatened,  pending or completed claim,  action, suit or investigative
("Action")  in which such  Indemnitee  may be  involved  as a party,  witness or
otherwise by reason of or arising out of such Indemnitee's service in connection
with the Plan;  Provided However,  that no such right of  indemnification  shall
exist for acts or omissions involving gross negligence or wilful misconduct, nor
shall any such right of  indemnification  exist in any Action by (but not in the
right of) the Employer  against an Indemnitee  unless such  Indemnitee  has been
successful on the merits or otherwise in defense of such Action,  in which event
he/she shall be indemnified against expenses actually and reasonably incurred in
connection  with  such  Action;  and  Further  Provided,  that no such  right of
indemnification shall exist with respect to an Action brought by such Indemnitee
against  any  director,  committee  member,  officer,  employee  or agent of the
Employer,  or against the Employer (other than a successful  Action to enforce a
right to indemnification  under this Section 7.03). The right of indemnification
provided  for in this  paragraph  shall  not be  deemed  exclusive  of any other
rights,  whether now existing or hereafter created,  to which any Indemnitee may
be entitled under any agreement,  bylaw, charter provision, vote of shareholders
or directors or otherwise.  The rights provided for in this paragraph may not be
amended or repealed so as to limit in any way the  indemnification  provided for
in this paragraph with respect to any acts or omissions  occurring  prior to the
adoption of any such amendment or repeal.


                                      -18-

<PAGE>

                                  ARTICLE VIII

                            AMENDMENT AND TERMINATION

     SECTION 8.01. AMENDMENT AND TERMINATION.
                   -------------------------

     (a) The Employer reserves the absolute right to amend or terminate the Plan
at any  time.  Any  action  to amend or  terminate  the Plan  shall be by formal
resolution duly adopted by the Board of Directors.

     (b) In the event of a complete  or partial  termination  of the Plan,  each
affected  Participant  shall be  entitled  to his/her  Vested  Benefits  accrued
through the date of complete or partial  termination of the Plan, subject in all
events to the  provisions  of Section  4.04(b).  If any such complete or partial
termination  coincides with a corresponding  complete or partial  termination of
the Pension Plan, the Accrued Benefit of each affected  Participant shall become
fully vested and  nonforfeitable,  subject to the provisions of Section 4.04(b).
Upon complete or partial termination of the Plan,  payment(s) of Vested Benefits
to the  Participant  or to his/her Spouse or  Beneficiary(ies)  shall be made or
shall  commence at the time that payment of the  Participant's  Accrued  Benefit
under the Pension Plan shall be made or shall commence.

     (c) No amendment or termination shall adversely affect a benefit to which a
terminated  or retired  Participant  or his/her  Spouse or  Beneficiary(ies)  is
entitled  under  the Plan  prior to the date of such  amendment  or  termination
unless any such Participant, Spouse or Beneficiary becomes entitled to an amount
equal to such benefit under another plan or practice adopted by the Employer.

                                   ARTICLE IX

                            MISCELLANEOUS PROVISIONS

     SECTION 9.01.  PAYMENTS.  The Employer will pay all benefits  arising under
                    --------
this Plan and all costs, charges and expenses relating to the Plan.


                                      -19-

<PAGE>

     SECTION 9.02. STATUS OF THE PLAN. The benefits under this Plan shall not be
                   ------------------
funded,  but shall  constitute  liabilities  of the  Employer  payable when due.
Nothing within or outside this Plan shall be construed as requiring or providing
for assets to be held in trust or escrow or any other form of asset  segregation
for the benefit of any  Participant or for any other  person(s) to whom benefits
are to be paid pursuant to the terms of this Plan, a Participant's only interest
hereunder  being the right to receive the benefits set forth in the Plan. To the
extent  that a  Participant  or any other  person(s)  acquire a right to receive
benefits  under this Plan,  such right shall be no greater than the right of any
unsecured general creditor of the Employer.

     SECTION 9.03.  NONALIENATION  OF RIGHTS AND BENEFITS.  The benefits payable
                    -------------------------------------
under the Plan, or the right of any  Participant,  Spouse or  Beneficiary to any
future benefit or payment under this Plan shall not be subject to  anticipation,
alienation or assignment.  If such  Participant,  Spouse,  or Beneficiary  shall
attempt to assign, transfer or dispose of such benefits or right, or should such
benefits  or  right  be  subjected  to   attachment,   execution,   garnishment,
sequestration or other legal,  equitable,  or other process, it shall ipso facto
pass to such one or more  beneficiaries  as may be appointed  by the  Retirement
Committee from among the Participant's  designated Beneficiaries (if any) or the
spouse or ascendants or descendants of the  Participant,  Spouse or Beneficiary.
The Retirement  Committee in its sole discretion may reappoint the  Participant,
Spouse or Beneficiary to receive any payment  thereafter  becoming due either in
whole or in part. Any  appointment  made by the Retirement  Committee under this
Section  may be revoked by the  Retirement  Committee  at any time,  and further
appointment(s) may be made by the Retirement Committee.

     SECTION 9.04. EMPLOYMENT RIGHTS NOT AFFECTED BY THE PLAN.
                   ------------------------------------------

     Participation  in this Plan shall not give any right to any  Employee to be
retained in the employ of the Employer nor shall it interfere  with the right of
the Employer to discharge any Employee and to deal with him/her  without  regard
to the  existence  of this  Plan and  without  regard  to the  effect  that such
treatment might have upon him/her as a Participant in this Plan.

     SECTION 9.05 APPLICABLE  LAW. The Plan and all questions  pertaining to the
                  ---------------
construction, validity and effect of

                                      -20-

<PAGE>


the Plan shall be governed by,  construed and determined in accordance  with the
laws of the United States and, to the extent not preempted by such federal laws,
by the laws of the Commonwealth of Pennsylvania.

     SECTION  9.06.  EFFECTIVE  DATE.  The  provisions  of this  Plan  shall  be
                     ---------------
effective on and after October 15, 1994.

     IN WITNESS  WHEREOF,  the Employer has caused this Plan to be signed by its
duly authorized officers this 20th day of December, 1994.


ATTEST:                              IRWIN BANK & TRUST COMPANY



_____________________________         _________________________________
Secretary                             President





                                      -21-