Amendment To Employees' Profit Sharing Plan And Trust

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 "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 Employer desires to amend the Plan.


NOW, THEREFORE, the Employer hereby amends the Plan effective as of January 1, 1996, as follows:


1. Article XIV is amended to include the following Section 14.08.


14.08 QDRO - ALTERNATE PAYEE: Notwithstanding any provisions of this
Plan to the contrary, if the Plan Administrator determines that an
Order is a Qualified Domestic Relations Order (QDRO), the Plan
Administrator shall comply with the QDRO and make immediate
payment of all amounts due to the Alternate Payee(s) consistent
with the terms of the QDRO, even if the Employee continues to work
for the Employer and the "earliest retirement date" for purposes
of this Plan for the limited purpose of making immediate
distributions to an Alternate Payee under a QDRO shall be the date
the QDRO is determined to be a QDRO by the Plan Administrator.


2. Except as hereby amended, the provisions of the Plan are hereby reaffirmed in its entirety. This amendment shall be implemented by inserting the corrected page 61 as attached hereto into the Plan document without the necessity of re-executing the Plan.


2
EXHIBIT 10(c)(2)


IN WITNESS WHEREOF, the parties hereto affix their signatures on the 30th day of September, 1996, effective as of the 1st day of January, 1996.


1ST SOURCE CORPORATION - "Sponsoring Employer"


By: /s/ Larry E. Lentych
---------------------------------- ...