FIRST INDIANA CORPORATION

                 SUPPLEMENTAL BENEFIT PLAN




                   EFFECTIVE MAY 1, 1997


<PAGE> (10k page 77)


                 FIRST INDIANA CORPORATION
                 SUPPLEMENTAL BENEFIT PLAN
                  (EFFECTIVE MAY 1, 1997)

                     TABLE OF CONTENTS

ARTICLE           SECTION                                       PAGE

    I            Establishment and Purpose                       1
     1.1         Establishment                                   1
     1.2         Purpose                                         1
     1.3         Application of Plan                             1

   II            Definitions and Construction                    1
     2.1         Definitions                                     1
     2.2         Gender and Number                               7
     2.3         Severability                                    7
     2.4         Applicable Law                                  7
     2.5         Plan Not an Employment Contract                 7

  III            Participation in the Plan                       7
     3.1         Participants                                    7
     3.2         Benefit Payments                                7

   IV            Benefits                                        8
     4.1         Base Retirement Benefit                         8
     4.2         Default Retirement Benefit                      9
     4.3         Individualized Retirement Benefit               9
     4.4         Effect of Certain Required DB Pension
                   Plan Distributions                            9
     4.5         Death Benefits                                  10
     4.6         Funding                                         10
     4.7         Tax Withholding                                 11
     4.8         Nontransferability                              11

    V            Administration                                  11
     5.1         Administration                                  11
     5.2         Costs                                           11
     5.3         Finality of Determination                       11
     5.4         Indemnification and Exculpation                 11


<PAGE> i  (10k page 78)

                    TABLE OF CONTENTS
                        (Continued)

ARTICLE           SECTION                                       PAGE

   VI            Named Fiduciary and Claims Procedure            12
     6.1         Named Fiduciary                                 12
     6.2         Payment of Benefits                             12
     6.3         Denied Claim                                    12
     6.4         Written Notice                                  12
     6.5         Appeal                                          13
     6.6         Review of Appeal                                14
     6.7         Hearing                                         14
     6.8         Written Decision                                14

  VII            Participating Employers, Corporate
                   Changes, Amendment, and Termination           15
     7.1         Participation by Other Entitles                 15
     7.2         Merger, Consolidation, or Acquisition           15
     7.3         Amendment and Termination                       15

 VIII            Special Rules in the Event of a
                   Change of Control                             16
     8.1         Change of Control                               16
     8.2         Severance Pay                                   18
     8.3         Legal Fees                                      18

<PAGE> ii (10k page 79)

                 FIRST INDIANA CORPORATION
                 SUPPLEMENTAL BENEFIT PLAN

           ARTICLE I - ESTABLISHMENT AND PURPOSE

     1.1  Establishment.  First Indiana Corporation
("Company" or "Employer"), hereby establishes, effective as
of May 1, 1997, a nonqualified retirement and death benefit
plan to be known as the "FIRST INDIANA CORPORATION
SUPPLEMENTAL BENEFIT PLAN" (the "Plan").  Pursuant to
Section 7.1 of the Plan, the Company's wholly-owned
subsidiary, First Indiana Bank ("Bank" or "Employer"),
hereby adopts the Plan as a participating employer effective
as of May 1, 1997.

     1.2  Purpose.  The general purposes of this Plan are
(a) to provide the amount of the benefit which otherwise
would be paid under the Employers' defined benefit pension
plan as in effect from time to time (the "DB Pension Plan")
but which cannot be paid under that plan on account of the
limitations imposed by the Internal Revenue Code of 1986
("Code"), (b) to include bonuses in the definition of
compensation on which retirement benefits are based, (c) to
provide additional retirement benefits to certain
participants, and (d) to provide supplemental death benefits
to the beneficiaries of certain participants.

     1.3  Application of Plan.  The terms of this Plan are
applicable only to officers of the Employers who are in the
active employ of the Employers on or after the effective
date of the Plan and with whom an Employer, with the
approval of the Committee, has entered into a Plan
Agreement.


         ARTICLE II - DEFINITIONS AND CONSTRUCTION

     2.1  Definitions.  For purposes of this Plan and any
amendments hereto, the terms defined in the DB Pension Plan
shall have the same meanings as the meanings ascribed to
them for purposes of the DB Pension Plan, unless a different
meaning is set forth below, or unless a different meaning is
clearly required by the context.  For purposes of this Plan
and any amendments hereto, the following terms when
capitalized shall have the following meanings, unless a
different meaning is plainly required by the context:

          2.1(a)    "Actual DB Plan Benefit" means, with
                    reference to a participant, the actual

<PAGE> 1 (10k page 80)

                    retirement benefit that is payable to
                    the participant under the DB Pension
                    Plan.

          2.1(b)    "Base Date" means the retirement or
                    other date as of which a benefit
                    calculation is being made.

          2.1(c)    "Bonus" means, with reference to a
                    participant, the excess of the
                    participant's Total Compensation over
                    the participant's Total Salary.

          2.1(d)    "Committee" means the Compensation
                    Committee of the Company's Board of
                    Directors.

          2.1(e)    "High-Five Average Total Salary" means,
                    with reference to a participant, the
                    participant's average annual salary over
                    the five consecutive years of highest
                    salary, as the same would be determined
                    under the DB Pension Plan, if such
                    determination were based on the
                    participant's Total Salary, for purposes
                    of calculating the participant's
                    retirement benefits under the DB Pension
                    Plan.

          2.1(f)    "High-Three Average Bonus" means, with
                    reference to a participant and a Base
                    Date, the average annual Bonus paid by
                    the Employers to the participant for the
                    three consecutive calendar years, out of
                    the nine calendar years commencing
                    before the Base Date, which produce the
                    highest such average.  However, this may
                    be varied by the following special rules
                    and exceptions:

                    (i)  In determining the participant's
                         Bonus for the calendar year which
                         includes the Base Date, amounts
                         received or realized after the Base
                         Date shall be disregarded.

                    (ii) For purposes of determining the
                         participant's High-Three Average
                         Bonus, awards paid under a Long-Term Management
                         Performance Incentive Plan ("LTP"), and amounts
                         realized upon the vesting of
                         restricted stock grants issued in
                         conjunction with a LTP, shall be treated

<PAGE> 2 (10k page 81)

                         as received or realized
                         ratably over the applicable plan
                         term or the portion thereof
                         preceding the Base Date.

                              [For example, if a participant realizes
                              $75,000 in 1999 upon the vesting of restricted
                              stock granted in conjunction with the 1997
                              LTP, such $75,000 will be deemed to have been
                              realized $25,000 in 1997, $25,000 in 1998 and
                              $25,000 in 1999.]

                         Notwithstanding the foregoing, if
                         all three of the years included in
                         the High-Three Average Bonus
                         computation end before 1997, the
                         rule set out in this clause (ii)
                         shall apply only if application of
                         the rule to all such amounts
                         received or realized during those
                         years benefits the participant.

                    (iii)For purposes of any benefit
                         calculation required under this
                         Plan, the Base Date with respect to
                         a participant's High-Three Average
                         Bonus shall be the same as the Base
                         Date with respect to the
                         participant's High-Five Average
                         Total Salary to which it would be
                         added, but the three years included
                         in the former need not include any
                         of the five years included in the
                         latter.

                           [For example, in the case of a participant born on
                           August 1, 1929, who retires at the age of 68
                           on August 1, 1997, and whose Total Compensation
                           Full DB Plan Benefit would be determined as a
                           multiple of his age 65 Total Compensation Full
                           DB Plan Benefit, the Base Date would be August 1,
                           1994, the participant's 65th birthday, and the 60
                           months included in the participant's High-Five
                           Average Total Salary

<PAGE> 3 (10k page 82)

                           could be any 60 months ending before the Base
                           Date, and the three years included in the
                           participant's High-Three Average Bonus could be
                           any three contiguous calendar years beginning
                           after 1985 and before the Base Date.]

          2.1(g)    "Plan Agreement" means, with reference
                    to a participant, the written agreement
                    which is approved by the Committee,
                    which is entered into between the
                    participant and his Employer, and which
                    specifies and evidences the retirement
                    or death benefits to which the
                    Participant is entitled under the Plan.

          2.1(h)    "Section 401 Limits" mean the
                    limitations which the DB Pension Plan,
                    in order to qualify under Section 401 of
                    the Code is required to impose on the
                    maximum amount of employee compensation
                    which may be taken into account for
                    purposes determining benefits paid under
                    the DB Pension Plan.

          2.1(i)    "Section 415 Limits" mean the
                    limitations under Section 415 of the
                    Code which the DB Pension Plan, in order
                    to qualify under Section 401 of the
                    Code, is required to impose on the
                    maximum benefits that can be paid under
                    the DB Pension Plan.

          2.1(j)    "Total Compensation" generally includes,
                    with reference to a participant, all of
                    the participant's pay from the Employers
                    reportable on IRS Form W-2 under Section
                    3401(a) of the Internal Revenue Code,
                    disregarding limitations based on the
                    nature or location of the employment.
                    This general definition is subject to
                    the following specific clarifications
                    and exceptions:

                    (i)  Total Compensation" includes
                         elective contributions made by an
                         Employer on the participant's
                         behalf (for example, elective
                         deferrals under a 401(k) plan or a
                         cafeteria plan).


<PAGE> 4 (10k page 83)

                    (ii)"Total Compensation" includes
                         amounts electively deferred by the
                         participant under the terms of any
                         nonqualified deferred compensation
                         plan maintained by an Employer.

                    (iii)"Total Compensation" includes
                         amounts realized by the participant
                         when stock or other property
                         transferred by an Employer to the
                         participant either becomes freely
                         transferable or is no longer
                         subject to a substantial risk of
                         forfeiture (for example, when
                         grants of restricted stock become
                         vested).

                    (iv)"Total Compensation" does not
                         include amounts realized from the
                         exercise of a non-qualified stock
                         option or from the sale, exchange
                         or other disposition of stock
                         acquired under an incentive stock
                         option or other stock option
                         described in Part II, Subchapter D,
                         Chapter 1 of the Code.

                    (v)"Total Compensation" does not include
                         tax gross-up payments (for example,
                         amounts paid by an Employer to a
                         participant as reimbursement for
                         federal, state or local taxes
                         payable by the participant on
                         amounts realized by the participant
                         when grants of restricted stock
                         become vested or payable by the
                         participant on such tax
                         reimbursements).

                    (vi)"Total Compensation" does not
                         include non-cash fringe benefits,
                         premiums paid for life insurance,
                         payments made for group insurance,
                         hospitalization or similar
                         benefits, or amounts paid as an
                         expense or automobile allowance or
                         as reimbursement for expenses
                         incurred.  Nor does it include
                         disability pay, severance pay, or
                         amounts received under employee
                         welfare benefit plans.  Nor does it
                         include distributions under this
                         Plan or under qualified employee
                         pension benefit plans.


<PAGE> 5 (10k page 84)

          2.1(k)    "Total Compensation Full DB Plan
                    Benefit" means, with reference to a
                    participant, the benefit that would be
                    payable under the DB Pension Plan to the
                    participant if benefits under that plan
                    were based on the sum of the
                    participant's High-Five Average Total
                    Salary and the participant's High-Three
                    Average Bonus and were not subject to
                    the Section 401 Limits or the Section
                    415 Limits.

          2.1(l)    "Total Salary" means, with reference to
                    a participant, the participant's Salary
                    as defined in the DB Pension Plan, but
                    determined without regard to the Section
                    401 Limits.

          2.1(m)    "Total Salary Full DB Plan Benefit"
                    means, with reference to a participant,
                    the benefit that would be payable under
                    the DB Pension Plan to the participant
                    if benefits under that plan were based
                    on the participant's High-Five Average
                    Total Salary and were not subject to the
                    Section 401 Limits or the Section 415
                    Limits.


     2.2  Gender and Number.  Except when otherwise
indicated by the context, any masculine terminology when
used in the Plan shall also include the feminine gender, and
the definition of any term in the singular shall also
include the plural.

     2.3  Severability.  In the event any provision of the
Plan shall be held invalid or illegal for any reason, any
illegality or invalidity shall not affect the remaining
parts of the Plan, but the Plan shall be construed and
enforced as if the illegal or invalid provision had never
been inserted, and the Employers shall have the privilege
and opportunity to correct and remedy such questions of
illegality or invalidity by amendment as provided in the
Plan.

     2.4  Applicable Law.  This Plan shall be governed and
construed in accordance with the laws of the State of
Indiana.

     2.5  Plan Not an Employment Contract.  Neither the Plan
nor any Plan Agreement entered into pursuant to the Plan
shall be deemed to constitute an employment contract or to
give any person

<PAGE> 6 (10k page 85)

the right to be continued in employment.
Except in the case of participants having written employment
contracts that provide otherwise, all participants remain
subject to change of salary, transfer, change of job,
discipline, layoff, discharge, or any other change of
employment status.

          ARTICLE III - PARTICIPATION IN THE PLAN

     3.1  Participants.  Eligibility for membership in the
Plan shall be determined by the Committee, in its sole
discretion, on an individual basis.

     3.2  Benefit Payments.  The payment of benefits to the
participant or his beneficiary under this Plan is
conditioned upon the continuous employment of the
participant by the Employers (including periods of
disability and authorized leaves of absence) from the date
of participation in the Plan until the participant's
retirement from the Employers at or after attainment of age
65, or until the participant dies or becomes permanently and
totally disabled, or until a change of control (as defined
in Article VIII), whichever first occurs; provided, however,
that a participant who does not satisfy the foregoing
condition shall be vested with respect to the "excess plan
portion" of the retirement benefit provided hereunder (but
not with respect to the balance of such benefit or with
respect to any special death benefit provided under the
participant's Plan Agreement) to the same extent the
participant is vested with respect to benefits payable under
the DB Pension Plan; provided further, that a participant's
Plan Agreement may provide for any or all of the
participant's additional retirement benefit (the balance of
the participant's retirement benefit over the excess plan
portion, and any special death benefit, whether provided
under the Plan or under the participant's Plan Agreement) to
become fully vested upon the attainment by the participant
of a specified sum (which may vary as between participants)
of years of age plus years of service.  For purposes of the
foregoing, the "excess plan portion" of a participant's
retirement benefit is the portion of such benefit, if any,
that represents the excess of the Total Salary Full DB Plan
Benefit over the Actual DB Plan Benefit.


                   ARTICLE IV - BENEFITS

     4.1  Base Retirement Benefit.  The base retirement
benefit shall be a monthly retirement benefit, payable as a
straight life annuity, commencing upon termination of
employment, or upon attainment of age 65, whichever is
later, in an amount equal to

<PAGE> 7 (10k page 86)

the excess of the Total Compensation Full DB Plan Benefit over the
Actual DB Plan Benefit, assuming both were payable in the same form,
commencing at the same time, as such base retirement
benefit.  A participant's Plan Agreement may provide for an
alternative calculation of the base retirement benefit, or
for a base retirement benefit payable in an alternative
form, or both.  It is intended that the base retirement
benefit be calculated only as a step in calculating the
participant's default retirement benefit payable in
accordance with Section 4.2 below or the participant's
individualized retirement benefit payable in accordance with
the participant's Plan Agreement and Section 4.3 below.
Benefits shall be payable in the form of the base retirement
benefit only if the participant's Plan Agreement provides
for an individualized retirement benefit payable in such
form.

     4.2  Default Retirement Benefit.  Unless otherwise
provided in the participant's Plan Agreement, the retirement
benefit payable to a participant under this Plan shall a
benefit which is actuarially equivalent to the base
retirement benefit and which is paid in the same form,
commencing at the same time, as benefits are paid to the
participant under the DB Pension Plan. If the lump sum
actuarial equivalent of the base retirement benefit is
$10,000 or less, the Committee, in its sole discretion, may
direct the payment of the participant's benefit in the form
of such lump sum amount.  The payment of such lump sum shall
be in full discharge of the Employers' obligations under the
Plan to the participant, his spouse, or beneficiaries.  For
purposes of determining the form and amount of the default
retirement benefit, actuarial equivalence shall be
determined the same way it is determined under the DB
Pension Plan.

     4.3  Individualized Retirement Benefit.  A
participant's Plan Agreement may provide for the retirement
benefit payable under this Plan to be paid in a special
form, commencing at any time at or after the participant's
termination of employment, that is specified in the Plan
Agreement.  Any such individualized retirement benefit shall
be actuarially equivalent to the base retirement benefit.
For this purpose, benefits based on investment results that
would accrue if a lump sum were set aside at the
commencement date for the base retirement benefit and then
invested at the participant's direction until fully
distributed, shall be deemed actuarially equivalent to the
base retirement benefit, provided such lump sum, if deemed
fully distributed on such commencement date, is actuarially
equivalent to the base retirement benefit.  In all other
respects, actuarial equivalence shall be determined the same
way it is determined under the DB Pension Plan.


<PAGE> 8 (10k page 87)

     4.4  Effect of Certain Required DB Pension Plan
Distributions.  Benefits under this Plan shall not commence
or be paid prior to the participant's termination of
employment.  If distributions to a participant under the DB
Pension Plan commence prior to the Participant's termination
of employment due to the requirements of Section
401(a)(9)(C) of the Code or due to provisions of the DB
Pension Plan designed to comply with the current or any
prior version of Section 401(a)(9)(C) of the Code, such
distributions shall not be deemed distributions of the
participant's retirement benefit under the DB Pension Plan,
and computations hereunder of the participant's Actual DB
Plan Benefit, Full DB Plan Benefit, base retirement benefit,
default retirement benefit and individualized retirement
benefit shall be made as though such distributions had not
been required and had not been made.

     4.5  Death Benefits.  No death benefit shall be paid
under this Plan except as provided in this section or in a
participant's Plan Agreement.  A death benefit shall be
payable to a surviving spouse or other designated
beneficiary of the participant if a death benefit is payable
under the terms of the DB Pension Plan.  Such death benefit
shall be computed using the same factors and assumptions
used to compute the applicable death benefit under the DB
Pension Plan and shall be paid in the same form as such
death benefit, except that the amount of the death benefit
shall be computed with respect to the amount of the benefit
the participant accrues under this Plan.

     4.6  Funding.  All amounts paid under this Plan shall
be paid in cash from the general assets of the Employers.
Benefits shall be reflected on the accounting records of the
Employers but shall not be construed to create, or require
the creation of, a trust, custodial or escrow account.  No
participant shall have any right, title, or interest
whatever in or to any investment reserves, accounts, or
funds that the Employers may purchase, establish, or
accumulate to aid in providing the benefits described in
this Plan.  Nothing contained in this Plan, and no action
taken pursuant to its provisions, shall create or be
construed to create a trust or a fiduciary relationship of
any kind between an Employer and a participant or any other
person.  Neither a participant nor a beneficiary of a
participant shall acquire any interest greater than that of
an unsecured creditor.

     4.7  Tax Withholding.  The Employers may withhold from
a payment any federal, state, or local taxes required by law
to be withheld with respect to such payment and such sum as
the Employers may reasonably estimate as necessary to cover any taxes

<PAGE> 9 (10k page 88)

for which the Employers may be liable and which
may be assessed with regard to such payment.

     4.8  Nontransferability.  A participant or his
beneficiary shall have no rights by way of anticipation or
otherwise to assign or otherwise dispose of any interest
under this Plan, nor shall rights be assigned or transferred
by operation of law.


                 ARTICLE V - ADMINISTRATION

     5.1  Administration.  The Plan shall be administered by
the Committee.  The Committee shall have the authority to
interpret the Plan and all Plan Agreements entered into
pursuant to the Plan, to adopt and review rules relating to
the Plan and to make any other determinations for the
administration of the Plan.

          Subject to the terms of the Plan, the Committee
shall have exclusive jurisdiction to (a) select the
employees eligible to become participants, (b) determine the
eligibility for, and form and method of any benefit
payments, (c) establish the timing of benefit distributions,
and (d) settle claims according to the provisions in Article
VI.

     5.2  Costs.  The Committee may employ such counsel,
accountants, actuaries, and other agents as it shall deem
advisable.  The Employer shall pay the compensation of such
counsel, accountants, actuaries, and other agents and any
other expenses incurred by the Committee in the
administration of the Plan.

     5.3  Finality of Determination.  The determination of
the Committee as to any disputed questions arising under
this Plan or any Plan Agreement, including questions of
construction and interpretation, shall be final, binding,
and conclusive upon all persons.

     5.4  Indemnification and Exculpation.  The members of
the Committee, its agents, and officers, directors, and
employees of the Employers and its affiliates shall be
indemnified and held harmless by the Employers against and
from any and all loss, cost, liability, or expense that may
be imposed upon or reasonably incurred by them in connection
with or resulting from any claim, action, suit, or
proceeding to which they may be a party or in which they may
be involved by reason of any action taken or failure to act
under this Plan and against and from any and all amounts
paid by them in settlement (with the Employers' written
approval) or paid by them in satisfaction of a judgment

<PAGE> 10 (10k page 89)

in any such action, suit, or proceeding.  The foregoing
provision shall not be applicable to any person if the loss,
cost, liability, or expense is due to such person's gross
negligence or willful misconduct.

     ARTICLE VI - NAMED FIDUCIARY AND CLAIMS PROCEDURE

     6.1  Named Fiduciary.  For purposes of the claims
procedure under this Plan, the named fiduciary of the Plan
is the Chairman of the Committee.

     6.2  Payment of Benefits.  Benefits shall be paid in
accordance with the provisions of this Plan or the
participant's Plan Agreement.  The participant, or his
beneficiary or contingent beneficiary (hereinafter
collectively referred to as the "claimant") shall make a
written request for the benefits provided under this Plan.
This written claim shall be mailed or delivered to the named
fiduciary by registered mail.

     6.3  Denied Claim.  If the claim is denied, either
wholly or partially, notice of the decision shall be sent by
registered mail to the claimant within a reasonable time
period.  This time period shall not exceed 90 days after the
receipt of the claim by the named beneficiary.

     6.4  Written Notice.  The named fiduciary shall provide
such written notice to every claimant who is denied a claim
for benefits under this Plan.  The notice shall set forth
the following information:

          6.4(a)    the specific reasons for the denial;

          6.4(b)    the specific reference to pertinent Plan
                    provisions on which the denial is based;

          6.4(c)    a description of any additional material
                    or information necessary for the
                    claimant to perfect the claim and an
                    explanation of why such material or
                    information is necessary; and

          6.4(d)    appropriate information and explanation
                    of the claims procedure under this Plan
                    to permit the claimant to submit his
                    claim for review.

     6.5  Appeal.  The claims procedure under this Plan
shall allow the claimant a reasonable opportunity to appeal a denied

<PAGE> 11 (10k page 90)

claim and to get a full and fair review of that
decision from the Board.

          6.5(a)    The claimant shall exercise his right of
                    appeal by submitting a written request
                    for a review of the denied claim to the
                    named fiduciary.  This written request
                    for review must be submitted to the
                    named fiduciary within sixty (60) days
                    after receipt by the claimant of the
                    written notice of denial.

          6.5(b)    The claimant shall have the following
                    rights under this appeal procedure:

                    (1)  to request a review by the
                         Committee upon written application
                         to the named fiduciary;

                    (2)  to review pertinent documents with
                         regard to the employee benefit plan
                         created under this Plan;

                    (3)  the right to submit issues and
                         comments in writing;

                    (4)  to request an extension of time to
                         make a written submission of issues
                         and comments; and

                    (5)  to request that a hearing be held
                         to consider claimant's appeal.

     6.6  Review of Appeal.  The decision on the review of
the denied claim shall promptly be provided by the
Committee:

          6.6(a)    within forty-five (45) days after the
                    receipt of the request for review if no
                    hearing is held; or

          6.6(b)    within ninety (90) days after the
                    receipt of the request for review, if an
                    extension of time is necessary in order
                    to hold a hearing.

                    (1)  If an extension of time is
                         necessary in order to hold a
                         hearing, the Committee shall give
                         the claimant written notice of the
                         extension of time and of the

<PAGE> 12 (10k page 91)

                         hearing.  This notice shall be
                         given prior to any extension.

                    (2)  The written notice of extension
                         shall indicate that an extension of
                         time will occur in order to hold a
                         hearing on claimant's appeal.  The
                         notice shall also specify the
                         place, date, and time of that
                         hearing and the claimant's
                         opportunity to participate in the
                         hearing.  It may also include any
                         other information the Committee
                         believes may be important or useful
                         to the claimant in connection with
                         the appeal.

     6.7  Hearing.  The decision to hold a hearing to
consider the Claimant's appeal of the denied claim shall be
within the sole discretion of the Committee, whether or not
the Claimant requests such a hearing.

     6.8  Written Decision.  The Committee's decision on
review shall be made in writing and provided to the Claimant
within the specified time periods.  This written decision on
review shall contain the following information:

          6.8(a)    the decision(s);

          6.8(b)    the reasons for the decision(s); and

          6.8(c)    specific references to the Plan
                    provisions of the Plan on which the
                    decision(s) is/are based.

All of this information shall be written in a manner
calculated to be understood by the claimant.

           ARTICLE VII - PARTICIPATING EMPLOYERS,
              CORPORATE CHANGES, AMENDMENT,
                     AND TERMINATION

     7.1  Participation By Other Entities.  Any entity,
whether or not presently existing, may, with the approval of
the Company's Board of Directors, adopt this Plan pursuant
to appropriate written resolutions of the governing body of
such entity.  An entity which adopts the Plan shall
thereafter be an Employer for purposes of the Plan.  By its
adoption of this Plan, an entity shall be deemed to have
appointed the Company (in the case of powers conferred upon
the Company) and the Committee (in

<PAGE> 13 (10k page 92)

the case of powers conferred upon the Committee) as its exclusive
agent to exercise on its behalf all of the power and authority
conferred by this Plan upon the Company or the Committee.
The authority of the Company and the Committee to act as
such agent shall continue until the Plan is terminated as to
such entity.

     7.2  Merger, Consolidation, or Acquisition.  The Plan
shall be binding upon the Employers, their assigns, and any
successor which shall succeed to substantially all of the
assets and business of an Employer through merger,
consolidation or acquisition.

     7.3  Amendment and Termination.  The Company's Board of
Directors may amend, modify, or terminate the Plan with
respect to all Employers, and the governing body of an
Employer may amend the Plan with respect to such Employer,
pursuant to a written resolution adopted by such board or
governing body, at any time, and from time to time.
Amendments shall be made by means of a written instrument
that is identified as an amendment of the Plan and that is
effective as of a specified date.  Such instrument shall be
set forth in a manner consistent with the terms, provisions
and format of this Plan instrument.  No such amendment,
modification or termination shall affect the benefits of
participants theretofore accrued, to the extent such
benefits are vested as provided in Section 3.2 or the
participant's Plan Agreement.


                ARTICLE VIII - SPECIAL RULES
            IN THE EVENT OF A CHANGE OF CONTROL

     8.1  Change of Control.  Notwithstanding anything to
the contrary in any other section of this Plan, in the event
a change of control shall occur (as defined below), neither
the Employers nor their Boards of Directors shall thereafter
remove a participant from the Plan, nor shall the Employers
or their Boards of Directors terminate, modify, or amend, in
whole or in part, any or all of the provisions of this Plan,
unless a majority of the participants covered by the Plan at
the time of the change of control give their written consent
to such termination, modification or amendment.  In no event
shall such action reduce the benefits of any terminated
participant or his beneficiary.  In the event of a change of
control, participants shall immediately become vested in
benefits payable from this Plan.

     In the case of any participant employed by an Employer
under a written agreement that defines the term "change of control"


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(including any such agreement that becomes
effective upon the occurrence of a change of control as so
defined), the term "change of control" shall have the same
meaning for purposes of this Plan and such participant's
Plan Agreement as it then has for purposes of such
agreement.  In the case of any other participant, "change of
control" means with respect to the Plan and such
participant's Plan Agreement any one of the events specified
in the following clauses (a) through (d) occurring after the
date of such Plan Agreement:

          (a)  any third person, including a "group" as
               defined in Section 12(d)(3) of the Securities
               Exchange Act of 1934, shall become the
               beneficial owner of shares of the Company
               with respect to which 20% or more of the
               total number of votes for the election of the
               Board of Directors of the Company may be
               cast,

          (b)  as a result of, or in connection with, any
               cash tender offer, exchange offer, merger or
               other business combination, sale of assets or
               contested election, or combination of the
               foregoing, the persons who were directors of
               the Company shall cease to constitute a
               majority of the Board of Directors of the
               Company,

          (c)  the shareholders of the Company shall approve
               an agreement providing either for a
               transaction in which the Company will cease
               to be an independent publicly-owned
               corporation or for a sale or other
               disposition of all or substantially all the
               assets of the Company, or

          (d)  with respect to any period of two consecutive
               years commencing with or after the date of
               such Plan Agreement, individuals, who at the
               beginning of such period constitute the Board
               of Directors of the Company, cease for any
               reason to constitute at least a majority
               thereof, unless the election of each Director
               who was not a Director at the beginning of
               such period has been approved in advance by
               Directors then in office who were Directors
               at the beginning of such period;

provided, however, that the occurrence of any of such events
specified in the foregoing clauses (a) through (c) shall not
be deemed a "change of control" if, prior to such occurrence,
a resolution specifically exempting such event specified in the


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foregoing clauses (a) through (c) shall
have been adopted by at least a majority of the Board of
Directors of the Company; provided further, that a "change
of control" shall not be deemed to occur by reason of (i)
any subsequent acquisition of shares by a person or group
(including any member or members of such group) which as of
the date of such Plan Agreement was the beneficial owner of
shares with respect to which twenty percent (20%) or more of
the total number of votes for the election of the Board of
Directors of the Company could be cast (a "Prior Owner"),
(ii) any change in the members of a group which is a Prior
Owner, or (iii) the occurrence of an event specified in
clause (i) until such third person shall become the
beneficial owner of a greater number of shares of the
Company than the number of shares beneficially owned by any
Prior Owner.

     8.2  Severance Pay.  Payment of any benefits to a
participant who is also entitled to receive severance pay
(due to termination of employment after a change of control)
shall not be offset by such severance pay.

     8.3  Legal Fees.  The legal fees incurred by any
participant (or former participant who was a participant
when the change of control occurred) to enforce his rights
under this article shall be paid by the Employers in
addition to sums due under this Plan.

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