Ex-10(l)(5)

                        EMPLOYEE RETIREMENT SAVINGS PLAN
                                INTERIM AMENDMENT


TRUSTCORP  MORTGAGE  COMPANY  (Employer) is the sponsor of the  above-referenced
plan, and the Employer,  pursuant to the provisions  reserved to it in the Plan,
hereby amends the Plan by the adoption of this Amendment.

                                    ARTICLE I
                                    PREAMBLE

     1.   Purpose

The Employer is amending this Plan to adopt  certain  provisions of the Economic
Growth and Tax Relief Reconciliation Act of 2001 (EGTRRA).  The Employer intends
this  amendment  to  be  good  faith  effort  to  comply  with  certain  of  the
requirements of EGTRRA. Accordingly, the Employer intends the Plan Administrator
to construe this  Amendment  according to EGTRRA and any guidance  issued by the
Internal Revenue Service with respect to EGTRRA.

     2.   Effective Date

Except as otherwise noted, this Amendment shall be effective as of the first day
of the first Plan Year beginning after December 31, 2001.

     3.   Controlling Provisions

This  amendment  shall  supersede the provisions of the Plan to the extent those
provisions are inconsistent with the provisions of this amendment

                                   ARTICLE II
                          LIMITATIONS ON CONTRIBUTIONS

     1.   Effective Date

This Article shall be effective for "limitation  years" beginning after December
31, 2001.

     2.   Maximum Annual Addition

The "annual  addition" that may be  contributed or allocated to a  Participant's
account under the Plan for any "limitation year" shall not exceed the lesser of:

          (a)  $40,000,  as adjusted for increases in the  cost-of-living  under
               Code Section 415(d), or


          (b)  One-hundred percent (100%) of the Participant's "Code Section 415
               Compensation" for the "limitation year."

     The "Code  Section  415  Compensation"  limit  referred to in (b) shall not
apply to any  contribution  for medical  benefits after  separation from service
(within the meaning of Code  Section  401(h) or Code  Section  419A(f)(2))  that
would otherwise be an "annual addition."




                                  ARTICLE III
                         INCREASE IN COMPENSATION LIMIT

     The  annual   Compensation  of  each  Participant  taken  into  account  in
determining  allocations  for any Plan Year  beginning  after December 31, 2001,
shall  not  exceed  $200,000,  as  adjusted  for  cost-of-living   increases  in
accordance with Code Section 401(a)(17)(B).

     As indicated below, an authorized representative of the Employer has signed
and dated this Amendment.

                                                      TRUSTCORP MORTGAGE COMPANY


Dated: /s/ DECEMBER 27, 2001                          /s/ JAY A. RUDYNSKI
       ---------------------                          -------------------
                                                           (Signature)

                                                     SENIOR VICE PRESIDENT & CFO
                                                     ---------------------------
                                                           (Title)