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                           THE SOMERSET GROUP, INC.
                        1991 Director Stock Option Plan

I.   PURPOSE

The purpose of this 1991 Director Stock Option Plan (the "Plan") of The Somerset
Group, Inc. (the "Company") is to encourage ownership in the Company by outside
directors of the Company whose continued services are considered essential to
the Company's continued progress, and to provide them with a further incentive
to continue as directors of the Company, and to improve the value of the
Company's Common Stock.

II.  ELIGIBILITY

Each director of the Company is eligible to participate in the Plan, unless he
or she is an employee of the Company or any subsidiary of the Company.

III. STOCK SUBJECT TO THE PLAN

          A.  Class. The stock which is the subject of options granted under the
              Plan shall be the company's authorized but unissued Common Stock,
              no par value ("Common Stock"). In connection with the issuance of
              shares of Common Stock under the Plan, the Company may utilize
              shares repurchased in the open market or otherwise.

          B.  Aggregate Annual Amount. The total number of shares subject to
              options granted under the Plan in any one calendar year shall not
              exceed 10,000 shares (subject to adjustment under Article VIII).

IV.  TERMS, CONDITIONS AND FORM OF OPTIONS

Each option granted under this Plan shall be evidenced by a written agreement in
substantially the form attached hereto as Exhibit A., which agreement shall
comply with and be subject to the following terms and conditions:

     A.   Non-Statutory Stock Options. All options granted under the Plan shall
          be non-statutory options not entitled to special tax treatment under
          Section 422A of the Internal Revenue Code of 1986, as amended to date
          and as may be further amended from time to time (the "Code").

     B.   Option Grant Dates. Options shall be granted automatically on the date
          of adoption of the Plan by the Board of Directors and on the date of
          each annual meeting of the Company's stockholders ("Annual Meeting")
          beginning with the 1992 Annual Meeting.
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     C.   Number of Option Shares. An option granted to an eligible director on
          the date of adoption of the Plan or the date of an Annual Meeting
          shall be an option to acquire one thousand (1000) shares.

     D.   Transferability. Each option granted under the Plan by its terms shall
          not be transferable by the director otherwise than by will, or by the
          laws of descent and distribution and shall be exercised during the
          lifetime of the director only by such director.

     E.   Term of Option. Options become exercisable on the first anniversary of
          the date upon which they were granted; provided, however, that any
          option granted pursuant to the Plan shall become exercisable in full
          upon the death of the director or retirement because of total and
          permanent disability or, in the case of an option that has been
          outstanding for at least six (6) months, retirement by reason of age
          in accordance with Company policy. In no event, however, shall any
          option become exercisable prior to stockholder approval of the Plan in
          accordance with Article IX. Unless terminated earlier in accordance
          with the terms of the Plan, each option shall terminate upon the
          expiration of five (5) years after such option was granted.

     F.   Manner of Exercise. Options may be exercised only by written notice to
          the Company at its head office accompanied by payment of the full
          consideration for the shares as to which they were exercised in one or
          a combination of the following alternative forms:

          (i)  cash; or
          (ii) shares of Common Stock held for at least six (6) months, valued
               at market value as of the exercise date.

     G.   Termination of Directorship. All rights of a director in an option, to
          the extent that it has not been exercised, shall terminate upon the
          termination of his or her services as a director for any reason other
          than the death of the director or retirement because of age in
          accordance with Company policy or retirement because of total and
          permanent disability. In the case of such a retirement, whether by
          reason of disability or age, a director's option shall terminate one
          (1) year after the date of retirement or, if earlier, on the original
          expiration date of the option. The foregoing notwithstanding, any
          option granted to a director under the Plan and outstanding on the
          date of the director's death may be exercised by the personal
          representative of the director's estate or by the person or persons to
          whom the option is transferred pursuant to the director's will or in
          accordance with the laws of descent and distribution at any time prior
          to the earlier of the one year after the date of the director's death
          or the original expiration date of such option; upon the earlier of
          such events the option shall terminate.
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V.    OPTION PRICE

The option price per share for the shares covered by each option shall be the
fair market value of one share of Common Stock as of the date of grant of the
option.

VI.   VALUATION OF COMMON STOCK

For all valuation purposes under the Plan, the fair market value of a share of
Common Stock shall be the last trade price recorded by the National Association
of Securities Dealers (NASD) as of the close of trading activity on the date of
the grant.  If there is no trade for such day, then the last trade price on the
next preceding day for which there does exist such a trade shall be
determinative of fair market value.

VII.  NO RIGHT TO CONTINUE AS A DIRECTOR

Neither the Plan nor the granting of an option nor any other action taken
pursuant to the Plan shall constitute or be evidence of any agreement or
understanding, express or implied, that the Company will retain a director for
any period of time or at any particular rate of compensation.

VIII. ADJUSTMENT TO STOCK

In the event any change is made to the Common Stock subject to the Plan or
subject to any outstanding option granted under the Plan (whether by reason of
merger, consolidation, reorganization, recapitalization, stock dividend, stock
split, combination of shares, exchange of shares, change in corporate structure
or otherwise), then appropriate adjustments shall be made to the maximum number
of shares that may be the subject of options granted under the Plan in any one
calendar year and the number of shares and price per share of stock subject to
outstanding options.  The grant of options under the Plan shall not affect the
right of the company to adjust, reclassify, reorganize or otherwise change its
capital or business structure or to merge, consolidate, dissolve, liquidate or
sell or transfer all or any part of its business or assets.

IX.   EFFECTIVE DATE

The plan shall take effect on the date of adoption by the Board of Directors of
the Company, but no shares of Common Stock shall be issued under the Plan and no
options granted under the Plan shall be exercisable before the Plan is approved
by the holders of at least a majority of the Corporation's voting stock present
or represented and voting at a duly held meeting at which a quorum is present or
represented.  If such shareholder approval is not obtained, then any options
previously granted under the Plan shall terminate and no further options shall
be granted.
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X.    AMENDMENT OF THE PLAN

The Board of Directors of the Company may suspend or discontinue the Plan or
revise or amend it in any respect whatsoever; provided that the Board shall not,
without the approval of the Company's stockholders (i) change the number of
shares of Common Stock which may be issued under the Plan (unless necessary to
effect the adjustments required under article VIII), (ii) modify the eligibility
requirements for awards under the Plan or (iii) make any other change with
respect to which the Board determines that shareholder approval is required by
applicable law or regulatory standards; nor shall any amendment adversely affect
a director's rights under any option previously granted without the director's
consent.

XI.   USE OF PROCEEDS

The cash proceeds received by the Company from the issuance of shares pursuant
to options under the Plan shall be used for general corporate purposes.

XII.  REGULATORY APPROVALS

The implementation of the Plan, the granting of any option under the Plan, and
the issuance of Common Stock upon the exercise of any such option shall be
subject to the Company's procurement of all approvals and permits required by
regulatory authorities having jurisdiction over the Plan, the options granted
under it or the Common Stock issued pursuant to it.

XIII. GOVERNING LAW

The Plan and all determinations made and actions taken pursuant hereto shall be
governed by the law of the State of Indiana and construed accordingly.