FIRST INDIANA CORPORATION
      1998 STOCK INCENTIVE PLAN

          Table of Contents
                                                                Page
ARTICLE I  GENERAL
 1.1  Purpose                                                     1
 1.2  Administration                                              1
 1.3  Persons Eligible for Awards                                 3
 1.4  Types of Awards Under Plan                                  3
 1.5  Shares Available for Awards                                 3

ARTICLE II AWARDS UNDER THE PLAN
 2.1  Agreements Evidencing Awards                                5
 2.2  No Rights as a Shareholder                                  5
 2.3  Grant of Stock Options, Stock
      Appreciation Rights and Dividend
      Equivalent Rights                                           5
 2.4  Exercise of Options and Stock
      Appreciation Rights                                         7
 2.5  Termination of Continuous Status                            8
 2.6  Grant of Restricted Stock                                   10
 2.7  Grant of Restricted Stock Units                             12
 2.8  Other Stock-Based Awards                                    12
 2.9  Grant of Dividend Equivalent Rights                         12
 2.10 Deferral                                                    13
 2.11 Right of Recapture                                          13

ARTICLE III     MISCELLANEOUS
 3.1  Amendment of the Plan; Modification of
      Awards                                                      13
 3.2  Tax Withholding                                             14
 3.3  Nonassignability                                            14
 3.4  Requirement of Notification of Election
      Under Section 83(b) of
      the Code                                                    15
 3.5  Requirement of Notification Upon
      Disqualifying Disposition Under
      Section 421(b) of the Code                                  15
 3.6  Right of Discharge Reserved                                 15
 3.7  Nature of Payments                                          15
 3.8  Non-Uniform Determinations                                  16
 3.9  Other Payments or Awards                                    16
 3.10 Dissolution, Liquidation, Merger                            16
 3.11 Section 162(m)                                              17
 3.12 Successors and Assigns                                      17
 3.13 Designation of Beneficiary                                  17

<PAGE> i (10k page 52)

 3.14 Settlement by Subsidiaries                                  18
 3.15 Expenses                                                    18
 3.16 Arbitration                                                 18
 3.17 Sections Headings                                           19
 3.18 Effective Date and Term of Plan                             19
 3.19 Governing Law                                               19

ARTICLE IV DEFINITIONS
 4.1  "Award"                                                     19
 4.2  "Board"                                                     19
 4.3  "Cause"                                                     19
 4.4  "Change of Control"                                         20
 4.5  "Compensation Committee"                                    22
 4.6  "Consultant"                                                22
 4.7  "Continuous Status"                                         22
 4.8  "Disability"                                                23
 4.9  "Exempt Descendant"                                         23
 4.10 "Exempt Person"                                             23
 4.11 "Fair Market Value"                                         23
 4.12 "Incentive Stock Option"                                    24
 4.13 "Non-Qualified Stock Option"                                24
 4.14 "Subsidiary"                                                24


<PAGE> ii (10k page 53)

      FIRST INDIANA CORPORATION

      1998 STOCK INCENTIVE PLAN


 The Board of Directors of First Indiana
Corporation (the "Corporation") has established the
following Stock Incentive Plan (the "Plan") for
employees and directors of the Corporation and its
Subsidiaries.  All capitalized terms used in the Plan
have the meanings given them in Article IV.


             ARTICLE I
               General


1.1   Purpose

 The purpose of the First Indiana Corporation
1998 Stock Incentive Plan (the "Plan") is to provide for
officers, other employees and directors of, and
consultants to, the Corporation and its Subsidiaries
(collectively, the "Employers") an incentive (a) to enter
into and remain in the service of the Employers, (b) to
enhance the long-term performance of the Employers,
and (c) to acquire a proprietary interest in the
Corporation.

1.2   Administration

 1.2.1     This Plan shall be administered by the
Compensation Committee.  It is contemplated that the
Compensation Committee will consist of two or more
members of the Board.  To the extent required for
transactions under the Plan to qualify for the
exemptions available under Rule 16b-3 ("Rule 16b-3")
promulgated under the Securities Exchange Act of
1934 (the "1934 Act"), all actions relating to Awards to
persons subject to Section 16 of the 1934 Act shall be
taken by the Board unless each person who serves on
the Compensation Committee is a "non-employee
director" within the meaning of Rule 16b-3 or such
actions are taken by another committee of the Board
comprised solely of "non-employee directors."  To the
extent required for compensation realized from Awards
under the Plan to be deductible by the Employers
pursuant to Section 162(m) of the Internal Revenue
Code of 1986 (the "Code"), the members of the
Compensation Committee shall be "outside directors"
within the meaning of Section 162(m).

 1.2.2     Subject to the provisions of the Plan and
directions from the Board, the Compensation
Committee is authorized to:

      (a) determine the persons to whom
Awards are to be granted;

<PAGE> 1 (10k page 54)

      (b) determine the type of Award to be
granted, the number of shares of Common Stock to be
covered by the Award, the pricing of the Award, the
time or times when the Award shall be granted and may
be exercised, any restrictions on the exercise of the
Award, and any restrictions upon shares of Common
Stock acquired pursuant to the exercise of any Award;

      (c) provide for the extension of the
exercisability of an Award, accelerate the vesting or
exercisability of an Award, eliminate or make less
restrictive any restrictions contained in an Award,
waive any restriction or other provisions of the Plan or
in any Award, and to amend or modify any Award
provided such amendment or modification either is not
adverse to or is consented to by the grantee thereof;

      (d) conclusively interpret the provisions
of the Plan and any Plan Agreement executed pursuant
to Section 2.1;

      (e) prescribe, amend and rescind rules
and regulations relating to the Plan (including rules
governing its own operations) or make individual
decisions as questions arise, or both;

      (f) correct any defect, supply any
omission or reconcile any inconsistency in the Plan;

      (g) amend the Plan to reflect changes in
applicable law;

      (h) delegate to one or more officers of
the Corporation or a Subsidiary some or all of its
authority under the Plan;

      (i) employ such legal counsel,
independent auditors and consultants as it deems
desirable for the administration of the Plan and rely
upon any opinion or computation received therefrom;

      (j) make all other determinations and
take all other actions necessary or advisable for the
administration of the Plan.

 1.2.3     The determination of the Compensation
Committee on all matters relating to the Plan or any
Plan Agreement shall be final, binding and conclusive.

 1.2.4     No member of the Compensation
Committee shall be liable for any action or
determination made in good faith, and the members of
such Committee shall be entitled to indemnification and
reimbursement in the manner provided in the
Corporation's articles of incorporation and bylaws as
amended from time to time.  In the performance of its
responsibilities with respect to the Plan, such
Committee shall be entitled to rely upon information
and advice furnished by the Corporation's officers, the
Corporation's accountants, the Corporation's counsel

<PAGE> 2 (10k page 55)

and any other party such Committee deems necessary,
and no member of such Committee shall be liable for
any action taken or not taken in reliance upon any such
advice.

1.3   Persons Eligible for Awards

 Awards under the Plan may be made to such
directors, officers and other employees of the
Employers (including prospective employees
conditioned on their becoming employees) and to such
Consultants to the Employers (collectively, "eligible
persons") as the Compensation Committee in its
discretion shall select.

1.4   Types of Awards Under Plan

 Awards may be made under the Plan in the form
of (a) Incentive Stock Options (within the meaning of
Section 422 of the Code), (b) Non-Qualified Stock
Options, (c) stock appreciation rights, (d) dividend
equivalent rights, (e) restricted stock, (f) restricted
stock units and (g) other stock-based compensation, all
as more fully set forth in Article II.  No Incentive Stock
Option may be granted to a person who is not an
employee of an Employer on the date of grant.

1.5   Shares Available for Awards

 1.5.1     The maximum number of shares of
Common Stock that may be issued pursuant to this
Plan is 525,000, subject to adjustment in accordance
with Section 1.5.3.  Shares issued pursuant the Plan
may be authorized but unissued shares or reacquired
shares, including shares purchased on the open market.
If any Award is canceled or forfeited, or terminates for
any other reason without all of the shares covered
thereby being issued or settled in cash, then the shares
as to which the Award is canceled or forfeited or so
terminates may again be awarded pursuant to the Plan.
Restricted shares issued under this Plan that are
repurchased by the Corporation, pursuant to an
exercise of its repurchase rights under the applicable
Plan Agreement, for the same price for which they were
sold to the grantee, shall be deemed forfeited for
purposes of the foregoing and be available for
reissuance pursuant to subsequent Awards.  If
previously acquired shares of Common Stock are
delivered to the Corporation in full or partial payment
of the exercise price for the exercise of an option
granted under this Plan, the number of shares available
for future Awards under this Plan shall be reduced only
by the net number of shares issued upon the exercise of
the option.  Awards that may be satisfied either by the
issuance of shares or by cash or other consideration
shall be counted against the maximum number of shares
that may be issued under this Plan, even though the
Award ultimately is satisfied by the payment of
consideration other than shares, as, for example, when
an option is granted in tandem with a stock
appreciation right that is settled by a cash payment of
the stock appreciation.  However, Awards will not
reduce the number of shares that may be issued
pursuant to this Plan if the settlement of the Award will
not require the issuance of shares, as, for example, a
stock appreciation right that may be satisfied only by
the payment of cash.  Shares of Common Stock issued
in settlement, assumption or substitution of outstanding
awards (or obligations to grant future awards) under

<PAGE> 3 (10k page 56)

the plans or arrangements of an unrelated entity shall
not reduce the maximum number of shares available for
issuance under this Plan, to the extent such settlement,
assumption or substitution is made in connection with
an Employer's acquisition of such unrelated entity or an
interest in such unrelated entity.

 1.5.2     In no event may any eligible person be
granted Awards in any calendar year with respect to
more than 50,000 shares of Common Stock, subject to
adjustment from time to time in accordance with
Section 1.5.3.  The number of shares relating to an
Award that is granted in a calendar year to an eligible
person and that subsequently is forfeited, canceled or
otherwise terminated shall continue to count toward
such limitation in such calendar year.

 1.5.3     Subject to any required action by the
shareholders of the Corporation, the number of shares
of Common Stock covered by each outstanding Award,
the number of shares available for Awards, the number
of shares that may be subject to Awards to any one
employee, and the price per share of Common Stock
covered by each such outstanding Award shall be
proportionately adjusted for any increase or decrease in
the number of issued shares of Common Stock
resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the
Common Stock, or any other increase or decrease in
the number of issued shares of Common Stock, the
record date for which is after January 22, 1998,
effected without receipt of consideration by the
Corporation; provided, however, that conversion of any
convertible securities of the Corporation shall not be
deemed to have been "effected without receipt of
consideration."  Such adjustment shall be made in a
manner which shall preclude the enlargement or
dilution of rights and benefits under such options.  Such
adjustment shall be made by the Compensation
Committee, whose determination in that respect shall
be final, binding and conclusive.  Except as expressly
provided herein, no issuance by the Corporation of
shares of stock of any class, or securities convertible
into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect
to, the number or price of shares of Common Stock
subject to an Award.  After any adjustment made
pursuant to this Section 1.5.3, the number of shares
subject to each outstanding Award shall be rounded to
the nearest whole number.

 1.5.4     Except as provided in this Section 1.5
and in Section 2.3.8, there shall be no limit on the
number or the value of the shares of Common Stock
that may be subject to Awards to any individual under
the Plan.


<PAGE> 4 (10k page 57)

              ARTICLE II
        Awards under the Plan

2.1   Agreements Evidencing Awards

 Each Award granted under the Plan (except an
Award of unrestricted stock) shall be evidenced by a
written agreement ("Plan Agreement") which shall
contain such provisions as the Compensation
Committee in its discretion deems necessary or
desirable.  By accepting an Award pursuant to the Plan,
a grantee thereby agrees that the Award shall be subject
to all of the terms and provisions of the Plan and the
applicable Plan Agreement.

2.2   No Rights as a Shareholder

 No grantee of an option or stock appreciation
right (or other person having the right to exercise such
Award) shall have any of the rights of a shareholder of
the Corporation with respect to shares subject to such
Award until the issuance of a stock certificate to such
person for such shares.  Except as otherwise provided
in Section 1.5.3, no adjustment shall be made for
dividends, distributions or other rights (whether
ordinary or extraordinary, and whether in cash,
securities or other property) for which the record date
is prior to the date such stock certificate is issued.

2.3   Grant of Stock Options, Stock Appreciation
Rights and Dividend Equivalent Rights

 2.3.1     The Compensation Committee may
grant Incentive Stock Options and Non-Qualified Stock
Options (collectively, "options") to purchase shares of
Common Stock from the Corporation, to such eligible
persons, in such amounts and subject to such terms and
conditions, as the Compensation Committee shall
determine in its discretion, subject to the provisions of
the Plan.  The grantee and the Corporation shall enter
into separate Plan Agreements for Incentive Stock
Options and Non-Qualified Stock Options.  At any time
and from time to time, the grantee and the Corporation
may agree to modify a Plan Agreement in order that an
Incentive Stock Option may be converted to a Non-Qualified Stock Option.

      2.3.2     The Compensation Committee may
grant stock appreciation rights to such eligible persons,
in such amounts and subject to such terms and
conditions, as the Compensation Committee shall
determine in its discretion, subject to the provisions of
the Plan.  Stock appreciation rights may be granted in
connection with all or any part of, or independently of,
any option granted under the Plan.  A stock
appreciation right granted in connection with a Non-Qualified Stock
Option may be granted at or after the
time of grant of such option.  A stock appreciation
right granted in connection with an Incentive Stock
Option may be granted only at the time of grant of such
option.

 2.3.3     The grantee of a stock appreciation right
shall have the right, subject to the terms of the Plan and
the applicable Plan Agreement, to receive from the
Corporation an amount equal

<PAGE> 5 (10k page 58)

to (a) the excess of the Fair Market Value of a share of Common
Stock on the date of exercise of the stock appreciation right over (b)
the exercise price of such right as set forth in the Plan
Agreement (or over the option exercise price if the
stock appreciation right is granted in connection with
an option), multiplied by (c) the number of shares with
respect to which the stock appreciation right is
exercised.  Except as otherwise provided in the
applicable Plan Agreement, payment upon exercise of a
stock appreciation right shall be in cash or in shares of
Common Stock (valued at their Fair Market Value on
the date of exercise of the stock appreciation right) or
both, as the Compensation Committee shall determine
in its discretion.  Upon the exercise of a stock
appreciation right granted in connection with an option,
the number of shares subject to the option shall be
reduced by the number of shares with respect to which
the stock appreciation right is exercised.  Upon the
exercise of an option in connection with which a stock
appreciation right has been granted, the number of
shares subject to the stock appreciation right shall be
reduced by the number of shares with respect to which
the option is exercised.

 2.3.4     Each Plan Agreement with respect to an
option shall set forth the amount (the "option exercise
price") payable by the grantee to the Corporation upon
exercise of the option evidenced thereby.  The option
exercise price per share shall be determined by the
Committee in its discretion; provided, however, that the
option exercise price of an Incentive Stock Option shall
be at least 100% of the Fair Market Value of a share of
Common Stock on the date the option is granted, and
provided further that in no event shall the option
exercise price be less than the par value of a share of
Common Stock.

 2.3.5     Each Plan Agreement with respect to an
option or stock appreciation right shall set forth the
periods during which the Award evidenced thereby
shall be exercisable, whether in whole or in part. Such
periods shall be determined by the Compensation
Committee in its discretion; provided, however, that no
Incentive Stock Option (or a stock appreciation right
granted in connection with an Incentive Stock Option)
shall be exercisable more than 10 years after the date of
grant.

 2.3.6     The Compensation Committee may in its
discretion include in any Plan Agreement with respect
to an option (the "original option") a provision that an
additional option (the "additional option") shall be
granted to any grantee who, pursuant to Section
2.4.3(b), delivers shares of Common Stock in partial or
full payment of the exercise price of the original option.
The additional option shall be for a number of shares of
Common Stock equal to the number thus delivered,
shall have an exercise price equal to the Fair Market
Value of a share of Common Stock on the date of
exercise of the original option, and shall have an
expiration date no later than the expiration date of the
original option.  In the event that a Plan Agreement
provides for the grant of an additional option, such
Agreement shall also provide that the exercise price of
the original option be no less than the Fair Market
Value of a share of Common Stock on its date of grant,
and that any shares that are delivered pursuant to
Section 2.4.3(b) in payment of such exercise price shall
have been held for at least six months.

<PAGE> 6 (10k page 59)


 2.3.7     To the extent that the aggregate Fair
Market Value (determined as of the time the option is
granted) of the stock with respect to which Incentive
Stock Options granted under this Plan and all other
plans of the Employers are first exercisable by any
employee during any calendar year shall exceed the
maximum limit (currently, $100,000), if any, imposed
from time to time under Section 422 of the Code, such
options shall be treated as Non-Qualified Stock
Options.

 2.3.8     Notwithstanding the provisions of
Sections 2.3.4 and 2.3.5, to the extent required under
Section 422 of the Code, an Incentive Stock Option
may not be granted under the Plan to an individual
who, at the time the option is granted, owns stock
possessing more than 10% of the total combined voting
power of all classes of stock of his or her Employer or
of its parent or subsidiary corporations (as such
ownership may be determined for purposes of Section
422(b)(6) of the Code) unless (a) at the time such
Incentive Stock Option is granted the option exercise
price is at least 110% of the Fair Market Value of the
shares subject thereto and (b) the Incentive Stock
Option by its terms is not exercisable after the
expiration of 5 years from the date it is granted.

 2.3.9     The Compensation Committee, in its
sole discretion, may include a provision in the Plan
Agreement for any Non-Qualified Stock Option that
provides for a cash payment, by the Corporation or
employing Subsidiary to the grantee, as soon as
practicable after the exercise thereof, of an amount
equal to all or a portion of the tax benefit to be received
by the Corporation or its Subsidiaries attributable to the
federal income tax deduction resulting from the
exercise of such Non-Qualified Stock Option.

2.4   Exercise of Options and Stock Appreciation
Rights

 2.4.1     Subject to the provisions of this Article
II, each option or stock appreciation right granted
under the Plan shall be exercisable as follows:

 2.4.2     Unless the applicable Plan Agreement
otherwise provides, an option or stock appreciation
right may be exercised from time to time as to all or
part of the shares as to which such Award is then
exercisable (but, in any event, only for whole shares).
A stock  appreciation right granted in connection with
an option may be exercised at any time when, and to
the same extent that, the related option may be
exercised.  An option or stock appreciation right shall
be exercised by the filing of a written notice with the
Corporation, on such form and in such manner as the
Compensation Committee shall prescribe.

 2.4.3     Any written notice of exercise of an
option shall be accompanied by payment for the shares
being purchased.  Such payment shall be made: (a) by
certified or official bank check (or the equivalent
thereof acceptable to the Corporation) for the full
option exercise price; or (b) unless the applicable Plan
Agreement provides otherwise, by delivery of shares of
Common Stock acquired at least six months prior to
the option exercise date and having a Fair Market Value

<PAGE> 7 (10k page 60)

(determined as of the exercise date) equal to all
or part of the option exercise price and a certified or
official bank check (or the equivalent thereof acceptable
to the Corporation) for any remaining portion of the
full option exercise price; or (c) at the discretion of the
Compensation Committee and to the extent permitted
by law, by such other provision as the Compensation
Committee may from time to time prescribe.

 2.4.4     Promptly after receiving payment of the
full option exercise price, or after receiving notice of
the exercise of a stock appreciation right for which
payment will be made partly or entirely in shares, the
Corporation shall, subject to the provisions of Section
3.2 (relating to certain tax withholding requirements),
deliver to the grantee or to such other person as may
then have the right to exercise the Award, a certificate
or certificates for the shares of Common Stock for
which the Award has been exercised.  If the method of
payment employed upon option exercise so requires,
and if applicable law permits, an optionee may direct
the Corporation to deliver the certificate(s) to the
optionee's stockbroker.

2.5   Termination of Continuous Status

 2.5.1     Upon termination of the grantee's
Continuous Status other than for Cause, and other than
by reason of the grantee's death or Disability, the
grantee of an option or stock appreciation right may
exercise the same within such period of time as is
specified in the applicable Plan Agreement to the extent
that he or she is entitled to exercise it on the date of
such termination (but in no event later than the
expiration of the term of such option or stock
appreciation right as set forth in such Plan Agreement).
In the absence of a specified time in the Plan
Agreement, such option or stock appreciation right
shall remain exercisable for three months following
such termination.  If, on the date of termination, the
grantee is not entitled to exercise such option or stock
appreciation right in full, the shares subject to the
unexercisable portion thereof shall revert to the Plan.
If, after termination, the grantee does not exercise such
option or stock appreciation right within the applicable
time period or such longer period as the Compensation
Committee may allow, such option or stock
appreciation right shall terminate, and the shares
covered thereby shall revert to the Plan.
Notwithstanding the above, in the event the
Corporation is involved in a merger as a result of which
grantees are precluded from selling shares of the
acquiring or successor company until the publication of
financial results covering post-merger combined
operations ("Pooling Restrictions"), options held by
grantees subject to such Pooling Restrictions shall
remain exercisable until five business days after the
expiration of such Pooling Restrictions (but not beyond
the original term of the option), notwithstanding an
earlier termination of such grantee's Continuous Status.

 2.5.2     Notwithstanding the above, in the  event
of a grantee's change in status from one relationship
with the Employers to another, the grantee's
Continuous Status shall not automatically terminate
solely as a result of such change in status.  In the event
a grantee ceases to be an Employee but retains
Continuous Status, an Incentive Stock Option held by
that grantee shall cease to be treated as an Incentive
Stock Option and shall be treated for tax purposes as a

<PAGE> 8 (10k page 61)

Non-Qualified Stock Option three months and one day
following such termination of employment.

 2.5.3     Upon termination of a grantee's
Continuous Status as a result of the grantee's Disability,
the grantee of an option or stock appreciation right may
exercise the same at any time within twelve months
from the date of termination (or within such longer or
shorter period of time as the applicable Plan Agreement
may specify or such longer period of time as the
Compensation Committee may allow), but only to the
extent that the grantee is entitled to exercise it on the
date of termination (and in no event later than the
expiration of the term of the option or stock
appreciation right as set forth in the applicable Plan
Agreement).  If, on the date of termination, the grantee
is not entitled to exercise such option or stock
appreciation right in full, the shares subject to the
unexercisable portion thereof shall revert to the Plan.
If, after termination, the grantee does not exercise such
option or stock appreciation right within the applicable
time period or such longer period as the Compensation
Committee may allow, such option or stock
appreciation right shall terminate, and the shares
covered thereby shall revert to the Plan.

 2.5.4     In the event of the grantee's death, an
option or stock appreciation right may be exercised at
any time within twelve months following the date of
death (or within such longer or shorter period of time
as the applicable Plan Agreement may specify or such
longer period of time as the Compensation Committee
may allow), but only to the extent that the grantee was
entitled to exercise the same on the date of his or her
death, and in no event later than the expiration of the
term of the option or stock appreciation right as set
forth in the applicable Plan Agreement.  If, at the time
of death, the grantee was not entitled to exercise such
option or stock appreciation right in full, the shares
subject to the unexercisable portion thereof shall
immediately revert to the Plan.  If, after death, such
option or stock appreciation right is not exercised
within the applicable time period or such longer period
as the Compensation Committee may allow, such
option or stock appreciation right shall terminate, and
the shares covered thereby shall revert to the Plan.  If
the grantee's estate or a person who acquired the right
to exercise the option by bequest or inheritance does
not exercise the option with the time specified herein,
the option shall terminate, and the Shares covered by
such option shall revert to the Plan.

 2.5.5     Any exercise of an option or stock
appreciation right following the grantee's death shall be
made only by the grantee's beneficiary, or by the legatee
thereof under the grantee's last will if no validly
designated beneficiary survives the grantee and such
will specifically disposes of such Award, or by the
grantee's personal representative if no validly
designated beneficiary and no such specific legatee
survives the grantee.  If a grantee's beneficiary, specific
legatee or personal representative shall be entitled to
exercise any option or stock appreciation right pursuant
to the preceding sentence, such beneficiary, specific
legatee or personal representative shall be bound by all
the terms and conditions of the Plan and the applicable
Plan Agreement which would have applied to the
grantee.

<PAGE> 9 (10k page 62)


 2.5.6      Anything herein to the contrary
notwithstanding, no option or stock appreciation right
may be exercised after the grantee's Continuous Status
is terminated or deemed to have been terminated for
Cause as provided in Section 4.3.

2.6   Grant of Restricted Stock

 2.6.1     The Compensation Committee may
grant restricted shares of Common Stock to such
eligible persons, in such amounts, and subject to such
terms and conditions as the Compensation Committee
shall determine in its discretion, subject to the
provisions of the Plan.  Awards of restricted stock may
be made independently of or in connection with any
other Award under the Plan. In addition, such Awards
may be made in combination with awards under other
incentive plans of the Corporation, and any
performance goals and standards adopted for purposes
of such other plans may be incorporated and applied for
purposes of the Award as conditions which must
satisfied in order for the shares covered by the Award
to become nonforfeitable and transferable.  The grantee
of a restricted stock Award shall have no rights with
respect to such Award unless such grantee (i) accepts
the Award within such period as the Compensation
Committee shall specify by executing a Plan Agreement
in such form as the Compensation Committee shall
determine and (ii) makes payment to the Corporation
by certified or official bank check (or the equivalent
thereof acceptable to the Corporation) of the purchase
price, if any, for the shares covered by the Award in
such amount as the Compensation Committee may
determine.

 2.6.2     Promptly after a grantee accepts a
restricted stock Award, the Corporation shall issue in
the grantee's name a certificate or certificates for the
shares of Common Stock covered by the Award.  Upon
the issuance of such certificate(s), the grantee shall
have the rights of a shareholder with respect to the
restricted stock, subject to the nontransferability
restrictions and Corporation repurchase rights
described in Sections 2.6.4 and 2.6.5 and to such other
restrictions and conditions as the Compensation
Committee in its discretion may include in the
applicable Plan Agreement.

 2.6.3     Unless the Compensation Committee
shall otherwise determine, any certificate issued
evidencing shares of restricted stock shall remain in the
possession of the Corporation until such shares are free
of any restrictions specified in the applicable Plan
Agreement.

 2.6.4     Shares of restricted stock may not be
sold, assigned, transferred, pledged or otherwise
encumbered or disposed of, except as specifically
provided in this Plan or the applicable Plan Agreement.
The Compensation Committee shall specify in the
applicable Plan Agreement the date or dates and the
conditions (which may depend upon or be related to the
attainment of performance goals, maintaining
Continuous Status and other conditions) on which the
foregoing transfer restrictions shall lapse and the
restricted stock shall vest.  Unless the applicable Plan
Agreement provides otherwise, additional shares of
Common Stock or other property distributed

<PAGE> 10 (10k page 63)

to the grantee in respect of shares of restricted stock, as
dividends or otherwise, shall be subject to the same
restrictions applicable to such restricted stock.

 2.6.5     Except as otherwise specified in the
applicable Plan Agreement, shares covered by an
Award of restricted stock shall be forfeited if and when,
during the restricted period as to such shares, and prior
to the vesting of such shares, the grantee's Continuous
Status terminates or any condition to which the vesting
of such shares is subject can no longer be satisfied.  It is
contemplated that a Plan Agreement (i) may provide
for the grantee to vest as to a pro rata portion of an
Award of restricted stock if the termination of his or
her Continuous Status is due to death, Disability or
retirement after age 62 and completing five years of
service, (ii) may permit the grantee, in the event of a
Change of Control of the Corporation occurring during
the applicable restricted period, to elect to become
vested as to a pro rata portion of an Award of
restricted stock and to forfeit the balance of the Award,
and (iii) may provide for an Award to become fully
vested in certain events upon the occurrence of a
Change of Control.  In all events, however, shares
covered by an Award of restricted stock shall be
forfeited if, during the restricted period as to such
shares, the grantee's Continuous Status is terminated
for Cause.

 2.6.6     If and when shares covered by an Award
of restricted stock are forfeited, the grantee shall be
deemed to have resold such shares to the Corporation
at the lesser of the purchase price paid by the grantee
(such purchase price shall be deemed to be zero dollars
if no purchase price was paid) or the Fair Market Value
of such shares on the date of such forfeiture.  The
Corporation shall pay such amount to the grantee as
soon as is administratively practical.  Such shares shall
cease to be outstanding, and shall no longer confer on
the grantee any rights as a stockholder of the
Corporation, from and after the date of such forfeiture.

 2.6.7     Except as otherwise provided in the
applicable Plan Agreement or an agreement entered
into pursuant to Section 2.10, at the end of the period
during which shares covered by an Award of restricted
stock are subject to forfeiture or restrictions on
transfer, any of such shares that have not been forfeited
shall become nonforfeitable and fully transferable.

2.7   Grant of Restricted Stock Units

 2.7.1     The Compensation Committee may
grant Awards of restricted stock units to such eligible
persons, in such amounts, and subject to such terms
and conditions as the Compensation Committee shall
determine in its discretion, subject to the provisions of
the Plan.  Restricted stock units may be awarded
independently of or in connection with any other
Award under the Plan.

 2.7.2     At the time of grant, the Compensation
Committee shall specify the date or dates on which the
restricted stock units shall become fully vested and
nonforfeitable, and may specify such conditions to
vesting as it deems appropriate.  In the event of the
termination of the grantee's Continuous Status for any
reason, restricted stock units that have not become nonforfeitable shall

<PAGE> 11 (10k page 64)

be forfeited and canceled.  The
Compensation Committee at any time may accelerate
vesting dates and otherwise waive or amend any
conditions of an Award of restricted stock units.

 2.7.3     At the time of grant, the Compensation
Committee shall specify the maturity date applicable to
each grant of restricted stock units, which may be
determined at the election of the grantee.  Such date
may be later than the vesting date or dates of the
Award.  On the maturity date, the Corporation shall
transfer to the grantee one unrestricted, fully
transferable share of Common Stock for each restricted
stock unit scheduled to be paid out on such date and
not previously forfeited. The Compensation Committee
shall specify the purchase price, if any, to be paid by the
grantee to the Corporation for such shares of Common
Stock.

2.8   Other Stock-Based Awards

 The Board may authorize other types of
stock-based Awards (including the grant of unrestricted
shares), which the Compensation Committee may grant
to such eligible persons, and in such amounts and
subject to such terms and conditions, as the
Compensation Committee shall in its discretion
determine, subject to the provisions of the Plan.  Such
Awards may entail the transfer of actual shares of
Common Stock to grantees, or payment in cash or
otherwise of amounts based on the value of shares of
Common Stock.

2.9   Grant of Dividend Equivalent Rights

 The Compensation Committee may in its
discretion include in the Plan Agreement with respect
to any Award a dividend equivalent right entitling the
grantee to receive amounts equal to the ordinary
dividends that would be paid on the shares of Common
Stock covered by such Award, during the time such
Award is outstanding and unexercised, if such shares
were then outstanding.  In the event such a provision is
included in a Plan Agreement, the Compensation
Committee shall determine whether such payments shall
be made in cash, in shares of Common Stock or in
another form, whether  they shall be conditioned upon
the exercise or vesting of the Award to which they
relate, the time or times at which they shall be made,
and such other terms and conditions as the
Compensation Committee shall deem appropriate.

2.10  Deferral

 If permitted by the Compensation Committee, a
grantee may elect to enter into a written agreement
with his or her Employer providing for the deferral of
any form of payment hereunder (whether in the form of
cash or Common Stock), subject to such terms and
conditions as the Committee may deem appropriate.

2.11  Right of Recapture


<PAGE> 12 (10k page 65)

 If at any time within one year after the date on
which a grantee exercises an option or stock
appreciation right, or on which restricted stock vests,
or which is the maturity date of restricted stock units,
or on which income is realized by a grantee in
connection with any other stock-based Award (each of
which events is a "Realization Event"), (a) the grantee's
Continuous Status is terminated for Cause or (b) the
grantee engages in any activity which the
Compensation Committee determines (i) was deliberate
and (ii) resulted in and was intended to result in
demonstrable material harm to the Corporation or any
Subsidiary, then any gain ("Gain") realized by the
grantee from the Realization Event shall be paid by the
grantee to the Corporation upon notice from the
Corporation.  Such Gain shall be determined as of the
date of the Realization Event, without regard to any
subsequent change in the Fair Market Value of a share
of Common Stock.  The Employers shall have the right
to offset such Gain against any amounts otherwise
owed to the grantee by the Employers (whether as
wages, vacation pay, or pursuant to any benefit plan or
other compensatory arrangement).


             ARTICLE III
            Miscellaneous

3.1 Amendment of the Plan; Modification of Awards

 3.1.1     The Board may from time to time
suspend, discontinue, revise or amend the Plan in any
respect whatsoever, except that no such amendment
shall materially impair any rights or materially increase
any obligations under any Award theretofore made
under the Plan without the consent of the grantee (or,
after the grantee's death, the person having the right to
exercise the Award).  For purposes of this Section 3.1,
any action of the Board or the Compensation
Committee that alters or affects the tax treatment of
any Award shall not be considered to materially impair
any rights of any grantee.

 3.1.2     Shareholder approval of any amendment
shall be obtained to the extent necessary to comply with
Section 422 of the Code (relating to Incentive Stock
Options) or other applicable law or regulation.

 3.1.3     The Compensation Committee may
amend any outstanding Plan Agreement (including,
without limitation, an amendment which would
accelerate the time or times at which the Award
becomes unrestricted or may be exercised) or may
waive or amend any goals, restrictions or conditions set
forth in the Plan Agreement.  However, any such
amendment (other than an  amendment pursuant to
Section 3.10, relating to dissolution, liquidation or
merger of the Corporation) that materially impairs the
rights or materially increases the obligations of a
grantee under an outstanding Award shall be made only
with the consent of the grantee (or, upon the grantee's
death, the person having the right to exercise the
Award).

3.2   Tax Withholding

<PAGE> 13 (10k page 66)

 3.2.1     As a condition to the receipt of any
shares of Common Stock pursuant to any Award or the
lifting of restrictions on any Award, or in connection
with any other event that gives rise to a federal or other
governmental tax withholding obligation on the part of
the Employers relating to an Award (including, without
limitation, FICA tax), the Employers shall be entitled to
require that the grantee remit to the Employers an
amount sufficient in the opinion of the Employers to
satisfy such withholding obligation.

 3.2.2     If the event giving rise to the
withholding obligation is a transfer of shares of
Common Stock, then, unless otherwise specified in the
applicable Plan Agreement, the grantee may satisfy the
withholding obligation imposed under Section 3.2.1 by
electing to have the Employers withhold shares of
Common Stock having a Fair Market Value equal to
the amount of tax to be withheld.  For this purpose,
Fair Market Value shall be determined as of the date on
which the amount of tax to be withheld is determined
(and any fractional share amount shall be settled in
cash).

3.3   Nonassignability

 Except to the extent otherwise provided in the
applicable Plan Agreement, no Award or right granted
to any person under the Plan shall be assignable or
transferable other than by will or by the laws of descent
and distribution, and all such Awards and rights shall be
exercisable during the life of the grantee only by the
grantee or the grantee's legal representative.

3.4   Requirement of Notification of Election Under
Section 83(b) of the Code

 If any grantee shall, in connection with the
acquisition of shares of Common Stock under the Plan,
make the election permitted under Section 83(b) of the
Code (that is, an election to include in gross income in
the year of transfer the amounts specified in Section
83(b)), such grantee shall notify the Corporation of
such election within 10 days of filing notice of the
election with the Internal Revenue Service, in addition
to any filing and notification required pursuant to
regulations issued under the authority of Code Section
83(b).

3.5   Requirement of Notification Upon Disqualifying
      Disposition Under Section 421(b) of the Code

 If any grantee shall make any disposition of
shares of Common Stock issued pursuant to the
exercise of an Incentive Stock Option under the
circumstances described in Section 421(b) of the Code
(relating to certain disqualifying dispositions), such
grantee shall notify the Corporation of such disposition
within 10 days thereof.

3.6   Right of Discharge Reserved

<PAGE> 14 (10k page 67)

   Nothing in the Plan shall confer upon any
employee of the Corporation or any Subsidiary any
right to continued employment with the Corporation or
such Subsidiary or interfere in any way with the right of
the Corporation or such Subsidiary to terminate the
employment of any of its employees at any time, with
or without cause, in accordance with applicable laws
and any applicable employment agreement.

3.7   Nature of Payments

 3.7.1     Any and all grants of Awards and
issuances of shares of Common Stock under the Plan
shall be in consideration of services performed for the
Employers by the grantee.

 3.7.2     All such grants and issuances shall
constitute a special incentive payment to the grantee
and shall not be taken into account in computing the
amount of salary or compensation of the grantee for the
purpose of determining any benefits under any pension,
retirement, profit-sharing, bonus, life insurance or other
benefit plan of the Employers or under any agreement
between an Employer and the grantee, unless such plan
or agreement specifically provides otherwise.

3.8   Non-Uniform Determinations

 The Compensation Committee's determinations
under the Plan need not be uniform and may be made
by it selectively among persons who receive, or are
eligible to receive, Awards under the Plan (whether or
not such persons are similarly situated).  Without
limiting the generality of the foregoing, the
Compensation Committee shall be entitled, among
other things, to make non-uniform and selective
determinations, and to enter into non-uniform and
selective Plan Agreements, as to (a) the persons to
receive Awards under the Plan, (b) the terms and
provisions of Awards under the Plan, and (c) the
treatment of leaves of absence pursuant to Section 4.7.

3.9   Other Payments or Awards

 Nothing contained in the Plan shall be deemed
in any way to limit or restrict the Employers from
making any Award or payment to any person under any
other plan, arrangement or understanding, whether now
existing or hereafter in effect.

3.10  Provisions Applicable Upon Change of Control

 3.10.1    If a Change of Control occurs after the
grant of an option or stock appreciation right
hereunder, such Award shall continue in effect
according to its terms or, if there is a successor
employer, there shall be substituted for such option or
right an equivalent option or right relating to the stock
of the successor employer or a parent of the successor
employer.  In the event the grantee's Continuous Status
is terminated by his or her Employer or its successor
without cause, as defined for purposes of any written
agreement under which the grantee is

<PAGE> 15 (10k page 68)

employed by such Employer or its successor, or by the grantee for good
reason, as defined for purposes of any such agreement,
prior to the end of the employment term provided in
any such agreement, the option or right or the
substitute option or right shall become and remain fully
exercisable for the remainder of the term thereof,
notwithstanding such termination of Continuous Status.

 3.10.2    If a Change of Control occurs after the
grant of restricted stock hereunder, such Award shall
continue in effect according to its terms or, if there is a
successor employer, there shall be substituted for the
restricted stock covered by such Award restricted stock
of the successor employer or a parent of the successor
employer having the same value, as of the effective date
of such Change of Control, as the restricted stock of
the predecessor for which it is substituted.  In the event
the grantee's Continuous Status is terminated by his or
her Employer or its successor without cause, as defined
for purposes of any written agreement under which the
grantee is employed by such Employer or its successor,
or by the grantee for good reason, as defined for
purposes of any such agreement, prior to the end of the
employment term provided in any such agreement, such
restricted stock or substituted restricted stock shall
become and remain fully vested and transferable,
notwithstanding such termination of Continuous Status.


 3.10.3    Nothing contained in the Plan shall be
construed to give a grantee the right to enjoin the
Corporation or any Subsidiary from taking any
corporate action which is deemed by it to be
appropriate or in its best interest, whether or not such
action would have an adverse effect on Awards made
under the Plan.  Any right of a grantee, beneficiary or
other person respecting such a corporate action shall be
limited to a claim for actual damages and attorneys
fees.

3.11  Section 162(m)

 If this Plan is subject to Section 162(m) of the
Internal Revenue Code, it is intended that the Plan meet
all of the requirements of such section so that options
and stock appreciation rights granted hereunder and, if
determined by the Compensation Committee, restricted
stock and restricted stock units granted hereunder shall
constitute "performance-based" compensation within
the meaning of such section.  If any provision of the
Plan would disqualify the Plan or would not permit the
Plan to comply with such section, such provision shall
be construed or deemed amended to conform to the
requirements of such section; provided that no such
construction or amendment shall have an adverse
impact on the economic value to the grantee of any
Award previously granted hereunder.

<PAGE> 16 (10k page 69)

3.12  Successors and Assigns

 Awards under the Plan shall be binding upon
and inure to the benefit of the successors and assigns of
the Corporation and its Subsidiaries.  In the event of a
sale of substantially all of the assets of the Corporation
or a Subsidiary, or a merger, consolidation or share
exchange involving the Corporation, all obligations of
the Corporation or such Subsidiary under the Plan with
respect to Awards granted hereunder shall be binding
on the successor to the transaction.  Employment of a
grantee with such successor shall be considered
employment with the Corporation or such Subsidiary
for purposes of the Plan.

3.13  Designation of Beneficiary

 A grantee may designate a beneficiary or
beneficiaries to receive any payments which may be
made following the grantee's death. Such designation
may be changed or canceled at any time without the
consent of such beneficiary. Any such designation,
change or cancellation must be made in a form
approved by the Compensation Committee and shall
not be effective until received by the Compensation
Committee.  If a grantee does not designate a
beneficiary, or if the designated beneficiary or
beneficiaries predecease the grantee, any payments
which may be made following the grantee's death shall
be made to the grantee's estate.

3.14  Settlement by Subsidiaries

 Settlement of Awards held by employees of a
Subsidiary shall be made by and at the expense of the
Subsidiary.

3.15  Expenses

 The costs and expenses of administering the
Plan shall be borne by the Corporation.

3.16  Arbitration

 To the extent any determination of the
Compensation Committee relating to an Award is
challenged as nonbinding, arbitrary and capricious or
otherwise subject to judicial review, the parties to the
Award (the grantee or his or her assignee, beneficiary,
legatee, guardian or personal representative being one
of the parties, and any or all of the Corporation, the
employing Subsidiary, any Successor to the
Corporation or the employing Subsidiary, and the
Compensation Committee being the other party) shall
be required to have the challenge settled through
binding arbitration pursuant to the American
Arbitration Association's rules of commercial
arbitration which are then in effect.  The location of all
arbitration proceedings shall be Indianapolis, Indiana.
One arbitrator shall be selected by the parties and shall
be a current or former executive officer (vice president
or higher) of a publicly-traded corporation.  In the
event the parties are unable mutually to agree upon a person
to act as the arbitrator, or in the event a mutually-agreed upon

<PAGE> 17 (10k page 70)

arbitrator shall fail to accept the
appointment by the parties, the parties jointly shall
request from the American Arbitration Association a
list of the names of five persons who would be qualified
to act as an arbitrator under this section.  The selection
of the final arbitrator then shall be achieved by each
party alternately striking a name, with the party
consisting of those aligned against the grantee (or his or
her assignee, beneficiary, legatee, guardian or personal
representative) going first, until one name remains.  In
the event the parties mutually agree that the five names
submitted by the American Arbitration Association are
unsatisfactory, they jointly may request a second list of
five names from the American Arbitration Association
and final selection shall be achieved through the
procedure set out herein.  The decision of the arbitrator
shall be final and binding upon both parties, and any
award entered by the arbitrator shall be final, binding
and non-appealable and judgment may be entered
thereon by either party in accordance with the
applicable law in any court of competent jurisdiction.
The arbitrator shall not have authority to modify any
provision of this Plan, to award any benefit in a form
not authorized under this Plan and the applicable Plan
Agreement, or to review any exercise by the
Compensation Committee of its discretionary authority
under the Plan otherwise than on grounds of its being
arbitrary and capricious or constituting an abuse of
discretion.  The Corporation shall be responsible for all
of the reasonable expenses of the American Arbitration
Association, the arbitrator and the conduct of the
selection and the arbitration procedures set forth in this
clause, including reasonable attorneys' fees and
expenses incurred by either party which are associated
with the arbitration procedure through the time the final
arbitration decision or award is rendered.  This
arbitration provision shall be specifically enforceable.

3.17  Section Headings

 The section headings contained herein are for
the purpose of convenience only and are not intended
to define or limit the contents of the sections.

3.18  Effective Date and Term of Plan

 3.18.1    The Plan was adopted by the Board on
January 22, 1998, subject to approval by the
Corporation's shareholders.  The Plan shall become
effective on the day following its approval by the
stockholders (the "Effective Date").

 3.18.2    Unless sooner terminated by the Board,
the provisions of the Plan respecting the grant of
Incentive Stock Options shall terminate on the day
before the tenth anniversary of the adoption of the Plan
by the Board, and no Incentive Stock Option Awards
shall thereafter be made under the Plan.  All Awards
made under the Plan prior to its termination shall
remain in effect until such Awards have been satisfied
or terminated in accordance with the terms and
provisions of the Plan and the applicable Plan
Agreements.

3.19  Governing Law

<PAGE> 18 (10k page 71)

 All rights and obligations under the Plan shall be
construed and interpreted in accordance with the laws
of the State of Indiana, without giving effect to
principles of conflict of laws.

             ARTICLE IV
             Definitions

 4.1  "Award" means a grant made under this
Plan of Incentive Stock Options, Non-Qualified Stock
Options, stock appreciation rights, dividend equivalent
rights, restricted stock, restricted stock units, or other
stock-based compensation.

 4.2  "Board" means the Board of Directors
of the Corporation.

 4.3  "Cause," when used in connection with
termination of a grantee's employment or Continuous
Status, shall have the meaning set forth in any
then-effective employment agreement between the
grantee and his or her Employer.  In the absence of
such an employment agreement provision, "Cause"
means: (a) conviction of any crime (whether or not
involving an Employer) constituting a felony in the
jurisdiction involved; (b) engaging in any substantiated
act involving moral turpitude; (c) engaging in any act
which, in each case, subjects, or if generally known
would subject, an Employer to public ridicule or
embarrassment; (d) material violation of his or her
Employer's policies, including, without limitation, those
relating to sexual harassment or the disclosure or
misuse of confidential information; (e) serious neglect
or misconduct in the performance of the grantee's
duties for his or her Employer or willful or repeated
failure or refusal to perform such duties.  The
Compensation Committee shall have the right to
determine whether the termination of a grantee's
employment or Continuous Status is a dismissal for
Cause and the date of termination in such a case, which
date the Compensation Committee may deem to be the
date of the action that is Cause for dismissal.  Such
determinations of the Compensation Committee shall
be final, binding and conclusive.

 4.4  "Change of Control" means, with
reference to an Award hereunder, the first of the
following to occur after the date of grant thereof:

      (a)  The acquisition by any individual,
entity or "group" within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")(a "Person") of
beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 25% or more
of either (i) the then outstanding shares of common
stock of the Corporation (the "Outstanding
Corporation Common Stock") or (ii) the combined
voting power of the then outstanding voting securities
of the Corporation entitled to vote generally in the
election of directors (the "Outstanding Corporation
Voting Securities"); provided, however, that the
following acquisitions of common stock shall not
constitute a Change of Control:  (i) any acquisition
directly from the Corporation [excluding an acquisition
by virtue of the exercise of a conversion privilege by
one or more Persons acting in concert, and excluding
an acquisition that would be a Change of Control under
(c) below], (ii) any acquisition by the Corporation, (iii) any


<PAGE> 19 (10k page 72)

acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Corporation or
any corporation or other entity controlled by the
Corporation, (iv) any acquisition by any corporation or
other entity pursuant to a reorganization, merger or
consolidation which would not be a Change of Control
under (c) below; or (v) any acquisition by an Exempt
Person; provided further, that the applicable percentage
shall be reduced from 25% to 20% in the event of the
occurrence of one transaction or a series of transactions
which results in the beneficial ownership by Exempt
Persons of less than 15% of the Outstanding
Corporation Common Stock or the Outstanding
Corporation Voting Securities; or

      (b)  Individuals who, as of such date of
grant, constitute the Board (the "Incumbent Board")
cease for any reason to constitute at least a majority of
the Board; provided, however, that any individual
becoming a director subsequent to such beginning
whose election, or nomination for election by the
Corporation's shareholders, was approved by a vote of
at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of either
an actual or threatened "election contest" or other
actual or threatened "solicitation" (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated
under the Exchange Act) of proxies or consents by or
on behalf of a person other than the Incumbent Board;
or

      (c)  Approval by the shareholders of the
Corporation of a reorganization, merger or
consolidation, unless, following such reorganization,
merger, share exchange or consolidation, (i) 75% or
more of, respectively, the then outstanding shares of
common stock of the corporation or other entity
resulting from such reorganization, merger, share
exchange or consolidation and the combined voting
power of the then outstanding voting securities of such
corporation or other entity entitled to vote generally in
the election of directors is then beneficially owned,
directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Corporation Common
Stock and Outstanding Corporation Voting Securities
immediately prior to such reorganization, merger, share
exchange or consolidation in substantially the same
proportions as their ownership, immediately prior to
such reorganization, merger, share exchange or
consolidation, (ii) no Person (excluding the
Corporation, any Exempt Person, any employee benefit
plan (or related trust) of the Corporation or such
corporation or other entity resulting from such
reorganization, merger, share exchange or
consolidation and any person beneficially owning,
immediately prior to such reorganization, merger, share
exchange or consolidation, directly or indirectly, 25%
or more of the Outstanding Corporation Common
Stock or Outstanding Voting Securities, as the case
may be) beneficially owns, directly or indirectly, 25%
or more of, respectively, the then outstanding shares of
common stock of the corporation or other entity
resulting from such reorganization, merger, share
exchange or consolidation or the combined voting
power of the then outstanding voting securities of such
corporation or other entity, entitled to vote generally in
the election of directors and (iii) at least a majority of
the members of the board of directors of the
corporation or other entity resulting from such
reorganization, merger, share exchange or
consolidation were members of the

<PAGE> 20 (10k page 73)

Incumbent Board at the time of the execution of the initial agreement
providing for such reorganization, merger, share
exchange or consolidation; provided however, that the
applicable percentage for purposes of clause (ii) of this
(c) shall be reduced from 25% to 20% in the event of
the occurrence of one transaction or a series of
transactions which results in the beneficial ownership
by Exempt Persons of less than 15% of the Outstanding
Corporation Common Stock or the Outstanding
Corporation Voting Securities; or

      (d)  Approval by the shareholders of the
Corporation of (i) a complete liquidation or dissolution
of the Corporation or (ii) the sale or other disposition
of all or substantially all of the assets of the
Corporation, other than to a corporation or other
entity, with respect to which following such sale or
other disposition, (A) 75% or more of, respectively, the
then outstanding shares of common stock of such
corporation or other entity and the combined voting
power of the then outstanding voting securities of such
corporation or other entity entitled to vote generally in
the election of directors is then beneficially owned,
directly or indirectly, by all or substantially all of the
Persons who were the beneficial owners, respectively,
of the Outstanding Corporation Common Stock and
Outstanding Corporation Voting Securities immediately
prior to such sale or other disposition in substantially
the same proportion as their ownership, immediately
prior to such sale or other disposition, of the
Outstanding Corporation Common Stock and
Outstanding Corporation Voting Securities, as the case
may be, (B) no Person (excluding the Corporation, any
Exempt Person, any employee benefit plan (or related
trust) of the Corporation or such corporation or other
entity and any person beneficially owning, immediately
prior to such sale or other disposition, directly or
indirectly, 25% or more of the Outstanding
Corporation Common Stock or Outstanding
Corporation Voting Securities, as the case may be)
beneficially owns, directly or indirectly, 25% or more
of, respectively, the then outstanding shares of common
stock of such corporation or other entity or the
combined voting power of the then outstanding voting
securities of such corporation or other entity entitled to
vote generally in the election of directors and (C) at
least a majority of the members of the board of
directors of such corporation or other entity were
members of the Incumbent Board at the time of the
execution of the initial agreement or action of the
Board providing for such sale or other disposition of
assets of the Corporation; provided however, that the
applicable percentage for purposes of subclause (ii)(B)
of this (d) shall be reduced from 25% to 20% in the
event of the occurrence of one transaction or a series of
transactions which results in the beneficial ownership
by Exempt Persons of less than 15% of the Outstanding
Corporation Common Stock or the Outstanding
Corporation Voting Securities; or

      (e)  The occurrence of one transaction
or a series of transactions, which has the effect of a
divestiture by the Corporation of 25% or more of the
combined voting power of the outstanding voting
securities of First Indiana Bank; or

      (f)  The occurrence of any sale, lease or
other transfer, in one transaction or a series of
transactions, of all or substantially all of the assets of
First Indiana Bank (other than to the Corporation or
one or more Exempt Persons); or


<PAGE> 21 (10k page 74)

      (g)  The occurrence of one transaction
or a series of transactions which results in the beneficial
ownership by Exempt Persons of less than 20% of the
outstanding voting securities of The Somerset Group,
Inc. ("Somerset"), at any time when Somerset
beneficially owns 10% or more of the combined voting
power of the outstanding voting securities of the
Corporation.

 4.5  "Compensation Committee" means the
Compensation Committee of the Board.

 4.6  "Consultant" means any person,
including an advisor, who is engaged by an Employer
to render services on a regular or periodic basis and
who is compensated for such services.

 4.7  "Continuous Status" means that the
Grantee's relationship with the Employers as a director,
officer, employee or Consultant, is not interrupted or
terminated.  Continuous Status shall not be considered
interrupted in the case of transfers between locations of
an Employer, or between Employers, or from an
Employer to any successor.  The Compensation
Committee in its discretion may determine (a) whether
any leave of absence constitutes a termination of
Continuous Status for purposes of the Plan, (b) the
impact, if any, of any such leave of absence on Awards
theretofore made under the Plan, and (c) when a
change in a Consultant's association with the
Employers constitutes a termination of Continuous
Status for purposes of the Plan.  For purposes of
Incentive Stock Options, no leave of absence may
exceed 90 days, unless reemployment upon expiration
of such leave is guaranteed by statute or contract.  If
reemployment upon expiration of a leave of absence is
not so guaranteed, then on the 181st day of such leave
any Incentive Stock Option held by the grantee shall
cease to be treated as an Incentive Stock Option and
shall be treated for tax purposes as a Non-Qualified
Stock Option.

 4.8  "Disability" means, with respect to any
termination of Continuous Status, any physical or
mental impairment of a grantee which (i) prevents the
grantee from doing any substantial gainful activity for
which he or she is fitted by education, training or
experience, and (ii) is expected to last at least 12
months from the date of such termination of
Continuous Service or to result in death within such
period of 12 months.

 4.9  "Exempt Descendant" means any child,
grandchild or other descendant of Robert H.
McKinney, or any spouse of any such child, grandchild
or other descendant, including in all cases adoptive
relationships.

 4.10  "Exempt Person" means (i) Robert H.
McKinney; (ii) Arlene A. McKinney; (iii) any Exempt
Descendant; (iv) any corporation, partnership, trust or
other organization a majority of the beneficial
ownership interest of which is owned directly or
indirectly by one or more of Robert H. McKinney,
Arlene A. McKinney or any Exempt Descendant; (v)
any estate or other successor-in-interest by operation of
law of Robert H. McKinney, Arlene A. McKinney or
any Exempt Descendant; (vi) The Somerset Group,
Inc., so long as it is controlled by one or more
individuals and entities described in (i) through (v)
inclusive; and (vii) with reference to an issuer, any group

<PAGE> 22 (10k page 75)

within the meaning of Rule 13d-5(b) under the
Exchange Act, if the majority of the shares of such
issuer beneficially owned by such group is attributable
to shares of such issuer which would be considered
beneficially owned by individuals and entities described
in (i) through (vi) inclusive absent the existence of the
group.

 4.11  "Fair Market Value" means, with
reference to a share of Common Stock and a given day,
the per share value of Common Stock on such day,
determined as follows.

      (a) If the principal market for the
Common Stock (the "Market") is a national securities
exchange or the National Association of Securities
Dealers Automated Quotation System ("NASDAQ")
National Market, the last sale price of Common Stock
on such day or, if no reported sale takes place on such
day, the average of the high bid and low asked price of
Common Stock as reported on such Market for such
day ("average price") or, if no such average price can
be determined for such day, the most recent reported
sale price of Common Stock within the preceding ten
business days, or if no such sale shall have occurred,
the average price for the most recent business day
preceding such day for which an average price can be
determined, provided an average price can be
determined for any of the ten business days preceding
such day;

      (b) If the Market is the NASDAQ
National List, the NASDAQ Supplemental List or
another market, the average of the high bid and low
asked price for Common Stock on such day (the
"average price"), or, if no such average price can be
determined for such day, the most recent reported sale
price within the preceding ten business days, or, if no
such sale shall have occurred, the average price for the
most recent business day preceding such day for which
an average price can be determined, provided an
average price can be determined for any of the ten
business days preceding such day; or,

      (c) In the event that neither paragraph
(a) nor (b) shall apply, the Fair Market Value of a share
of Common Stock on any day shall be determined in
good faith by the Compensation Committee.

 4.12  "Incentive Stock Option" means an option
that is intended to qualify for special federal income tax
treatment pursuant to Sections 421 and 422 of the
Code, as now constituted or subsequently amended, or
pursuant to a successor provision of the Code, and
which is so designated in the applicable Plan
Agreement.  Any option that is not specifically
designated as an Incentive Stock Option shall under no
circumstances be considered an Incentive Stock
Option.

 4.13  "Non-Qualified Stock Option" means any
option that is not an Incentive Stock Option.

 4.14  "Subsidiary" means any corporation,
partnership or other entity in which the Corporation,
directly or indirectly, owns a fifty percent (50%) or
greater interest.


<PAGE> 23 (10k page 76)