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                                                                   Exhibit 10(n)

                           THE SOMERSET GROUP, INC.

                           1998 Stock Incentive Plan




<PAGE>

                             THE SOMERSET GROUP, INC.
                            1998 STOCK INCENTIVE PLAN

                                Table of Contents

<TABLE>
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                                                                                               Page
<S>                                                                                            <C>
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      Other Stock-Based Awards..................................................     11
         2.8      Grant of Dividend Equivalent Rights.......................................     11
         2.9      Deferral..................................................................     12

ARTICLE III       MISCELLANEOUS
         3.1      Amendment of the Plan; Modification of Awards.............................     12
         3.2      Tax Withholding...........................................................     12
         3.3      Nonassignability..........................................................     13
         3.4      Requirement of Notification of Election Under Section 83(b) of
                  the Code..................................................................     13
         3.5      Requirement of Notification Upon Disqualifying Disposition Under
                  Section 421(b) of the Code................................................     13
         3.6      Right of Discharge Reserved...............................................     13
         3.7      Nature of Payments........................................................     14
         3.8      Non-Uniform Determinations................................................     14
         3.9      Other Payments or Awards..................................................     14
         3.10     Dissolution, Liquidation, Merger..........................................     14
         3.11     Section 162(m)............................................................     15
         3.12     Successors and Assigns....................................................     16
         3.13     Designation of Beneficiary................................................     16
         3.14     Settlement by Subsidiaries................................................     16
         3.15     Expenses..................................................................     16
         3.16     Sections Headings.........................................................     16
         3.17     Effective Date and Term of Plan...........................................     16
         3.18     Governing Law.............................................................     17
</TABLE>
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<TABLE>
<S>                                                                                             <C>
ARTICLE IV        DEFINITIONS
         4.1      "Award"...................................................................     17
         4.2      "Board"...................................................................     17
         4.3      "Cause"...................................................................     17
         4.4      "Committee" ..............................................................     17
         4.5      "Consultant"..............................................................     18
         4.6      "Continuous Status".......................................................     18
         4.7      "Disability"..............................................................     18
         4.8      "Fair Market Value".......................................................     18
         4.9      "Incentive Stock Option"..................................................     19
         4.10     "Non-Qualified Stock Option"..............................................     19
         4.11     "Subsidiary"..............................................................     19
</TABLE>
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                           THE SOMERSET GROUP, INC.

                           1998 STOCK INCENTIVE PLAN

     The Board of Directors of The Somerset Group, Inc. (the "Company") has
established the following Stock Incentive Plan (the "Plan") for employees and
directors of the Company 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 Somerset Group, Inc. 1998 Stock Incentive Plan (the
"Plan") is to provide for officers, other employees and directors of, and
Consultants to, the Company 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 Company.

1.2  Administration

     1.2.1 This Plan shall be administered by a Committee consisting 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 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 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 Committee is authorized to:

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

           (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
<PAGE>

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 Company 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 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 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
Company'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 Company's
officers, the Company's accountants, the Company's counsel 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.
<PAGE>

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 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, and (f) 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 145,000, 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 Company, 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 Company 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 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.
<PAGE>

     1.5.2 In no event may any eligible person be granted Awards in any calendar
year with respect to more than 25,000 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 Company,
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 eligible person, 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 effected without receipt of
consideration by the Company. 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 Committee, whose determination in
that respect shall be final, binding and conclusive. Except as expressly
provided herein, no issuance by the Company 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 2.3.7, 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.

                                  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 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
<PAGE>

Company 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 Committee may grant Incentive Stock Options and Non-Qualified
Stock Options (collectively, "options") to purchase shares of Common Stock from
the Company, to such eligible persons, in such amounts and subject to such terms
and conditions, as the Committee shall determine in its discretion, subject to
the provisions of the Plan. The grantee and the Company 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 Company 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 Committee may grant stock appreciation rights to such eligible
persons, in such amounts and subject to such terms and conditions, as the
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 Company an amount equal 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
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.
<PAGE>

     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 Company 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 exercise price of any option shall be at least 100% of the Fair Market Value
of a share of Common Stock on the date the option is granted.

     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 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 If the aggregate Fair Market Value (determined as of the time the
options are 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, the options creating such excess (in reverse chronological order,
starting with the options having the latest date of grant) shall be treated as
Non-Qualified Stock Options.

     2.3.7 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 five years from the date it is granted.

     2.3.8 The 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 Company 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 Company 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 An Award of options or stock appreciation rights or both may be
exercised by the grantee at such time or times within the applicable exercise
period as the grantee
<PAGE>

chooses, except that no such Award may be exercised in more than two
installments or otherwise than for whole shares. After an Award has been
exercised twice as to less than all of the options and stock appreciation rights
included therein, the Award shall terminate as to the remainder of such options
and rights, and such remaining options and rights no longer shall be
exercisable. 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 Company, on such form and in such manner
as the 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
Company) 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 one year prior to the option exercise date and having a Fair Market Value
(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 Company) for any remaining portion of the full option exercise
price; or (c) at the discretion of the Committee and to the extent permitted by
law, by such other provision as the 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 Company 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 Company 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 Committee may allow, such option or
stock appreciation right shall terminate, and the shares covered thereby
<PAGE>

shall revert to the Plan. Notwithstanding the above, in the event the Company 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 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 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 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
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
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.
<PAGE>

         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.

         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 Committee may grant restricted shares of Common Stock to such
eligible persons, in such amounts, and subject to such terms and conditions as
the 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 Company, 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 Committee shall specify by executing a Plan Agreement in such form
as the Committee shall determine and (ii) makes payment to the Company by
certified or official bank check (or the equivalent thereof acceptable to the
Company) of the purchase price, if any, for the shares covered by the Award in
such amount as the Committee may determine.

         2.6.2 Promptly after a grantee accepts a restricted stock Award, the
Company 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
Company repurchase rights described in Sections 2.6.4 and 2.6.5 and to such
other restrictions and conditions as the Committee in its discretion may include
in the applicable Plan Agreement.

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

         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
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 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 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. 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 Company
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 Company 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 Company, 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 2.9, 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      Other Stock-Based Awards

         The Board may authorize other types of stock-based Awards (including
the grant of unrestricted shares), which the Committee may grant to such
eligible persons, and in such amounts and subject to such terms and conditions,
as the 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.
<PAGE>

2.8      Grant of Dividend Equivalent Rights

         The 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 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 Committee shall deem appropriate.

2.9      Deferral

         If permitted by the 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.

                                  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 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 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 Company) 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).
<PAGE>

3.2      Tax Withholding

         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
Company 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 Company of such
disposition within 10 days thereof.

3.6      Right of Discharge Reserved
<PAGE>

         Nothing in the Plan shall confer upon any employee of the Company or
any Subsidiary any right to continued employment with the Company or such
Subsidiary or interfere in any way with the right of the Company 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 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 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 4.6.

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     Dissolution, Liquidation, Merger

         3.10.1 In the event of the proposed dissolution or liquidation of the
Company, all outstanding awards will terminate immediately prior to the
consummation of such proposed action, unless otherwise provided by the
Committee. The Committee, in the exercise of its sole discretion in such
instances, may accelerate the date on which any Award becomes exercisable or
fully vested or may declare that any Award shall terminate as of a specified
date.
<PAGE>

         3.10.2 In the event of a merger or consolidation ("Merger") of the
Company with or into any other corporation or entity ("Corporation"),
outstanding Awards shall be assumed or an equivalent option or right shall be
substituted by such successor Corporation or a parent or subsidiary of such
successor Corporation, unless the Committee determines, in the exercise of its
sole discretion, to accelerate the date on which an Award becomes exercisable or
fully vested. In the absence of an assumption or substitution, Awards shall, to
the extent not exercised, terminate as of the date of the closing of the Merger.
For the purposes of this Section 3.10.2, an Award shall be considered assumed
if, for every share of Common Stock subject thereto immediately prior to the
Merger, the grantee has the right, following the Merger, to acquire the
consideration received in the Merger transaction by holders of shares of Common
Stock (and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding shares);
provided, however, that if such consideration received in the Merger was not
solely common stock of the successor Corporation or its parent, the Committee
may, with the consent of the successor Corporation and the grantee, provide for
the consideration to be acquired pursuant to the Award, for each share of Common
Stock subject thereto, to be solely common stock of the successor Corporation or
its parent equal in fair market value to the per share consideration received by
holders of Common Stock in the Merger. For purposes hereof, the term "Merger"
shall include any transaction in which another corporation acquires all of the
issued and outstanding Common Stock of the Company.

         3.10.3 Nothing contained in the Plan shall be construed to give a
grantee the right to enjoin the Company 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 Committee, restricted stock 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>

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 Company and its Subsidiaries. In the event of
a sale of substantially all of the assets of the Company or a Subsidiary, or a
merger, consolidation or share exchange involving the Company, all obligations
of the Company 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 Company 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
Committee and shall not be effective until received by the 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
Company.

3.16     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.

3.17     Effective Date and Term of Plan

         3.17.1 The Plan was adopted by the Board on February 18, 1998, subject
to approval by the Company's shareholders. The Plan shall become effective on
the day following its approval by the stockholders (the "Effective Date").

         3.17.2 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
<PAGE>

terminated in accordance with the terms and provisions of the Plan and the
applicable Plan Agreements.

3.18     Governing Law

         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, or other stock-based compensation.

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

         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 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 Committee may deem to be the date of
the action that is Cause for dismissal. Such determinations of the Committee
shall be final, binding and conclusive.

         4.4 "Committee" means the Stock Administration Committee of the Board,
or its successor, the Compensation Committee.

         4.5 "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.

         4.6 "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.
<PAGE>

The 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.

         4.7 "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.

         4.8 "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 Committee.
<PAGE>

         4.9  "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.

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

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