SECOND SUPPLEMENT TO ORDER OF ADMINISTRATION

     On this day the Court considered the Motion for Second Supplement to Order of Administration ("Motion") filed by PricewaterhouseCoopers LLP, as Receiver ("Receiver"), with the consent of the Commissioner of Banks and Real Estate for the State of Illinois (the "Commissioner"), in connection with INDEPENDENT TRUST CORPORATION a/k/a INTRUST ("Independent"). The Court finds that notice was appropriate and sufficient under the circumstances. The Court further finds that the Motion should be granted and following order should be entered.

THEREFORE IT IS HEREBY ORDERED THAT:

1. The original Order of Administration entered by the Court on April 14, 2000, as supplemented by the Supplemental Order of Administration entered by the Court on April 18, 2000 and other orders (collectively, the "Order"), is hereby further supplemented to the extent set forth herein, and except for this supplement, such Order shall remain in full force and effect.

2. The following language is hereby added to the end of Section 28-.:

Notwithstanding the foregoing, the Receiver is authorized to permit mandatory minimum withdrawals by account holders aged 70½ or older that are required by the Internal Revenue Code and that, were Independent not the subject of this receivership case, Independent would permit in the ordinary course of its business so long as, for any affected account, the total withdrawals of assets that were cash Pre-Closing Trust Assets at April 14, 2000 (after giving effect to such withdrawals) do not exceed 30% of the total cash Pre-Closing Trust Assets in such account at April 14, 2000.

3. Section 8 of the Order is deleted and the following language is hereby inserted in its place:

All banks, depositories, brokerage houses, transfer agents, other financial institutions, and other persons shall accept the signature of Lawrence A. Ward OR Patricia D. Tilton as the official signature of PricewaterhouseCoopers LLP, as the Receiver. If so directed in writing by the Receiver (and for purposes of this sentence, Gary Barton and Ronald Fish are authorized signatories for the Receiver in addition to Mr. Barton and Ms. Tilton), banks, depositories, brokerage houses, transfer agents, other financial institutions, and other persons shall accept directions and authorizations from any Independent employee designated in writing by the Receiver, without requiring any further signature on behalf of the Receiver (or from Mr. Ward, Ms. Tilton, Mr. Barton, or Mr. Fish on behalf of the Receiver), to transfer funds from one Independent account to another Independent account ("Transfer Direction"). No entity may refuse to take a direction or authorization from the Receiver (or in the case of a Transfer Direction, from an Independent employee) on the grounds that the direction is faxed or photocopied (rather than an original signature). No entity may condition its acceptance of a direction or authorization from the Receiver (or in the case of a Transfer Direction, from an Independent employee) on the provision of a Medallion Signature Guarantee or any other signature guarantee or upon receipt of an Independent corporate resolution. The procedures described in this Section 8 do not constitute the exclusive means for the Receiver to indicate its approval or direction of any action.

SIGNED AND ENTERED this 13th day of October, 2000.