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                            THE SOMERSET GROUP, INC.
                         EMPLOYEES' STOCK PURCHASE PLAN

                         (Effective September 1, 1998)

     1.  Purpose of the Plan.  The purpose of The Somerset Group, Inc.
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Employees' Stock Purchase Plan (the "Plan") is to afford eligible employees and
directors of THE SOMERSET GROUP, INC. (the "Company") and its wholly owned
subsidiaries an opportunity to acquire an ownership interest in the Company,
and, by supplementing employee and director contributions with matching Company
contributions on the participants' behalf, to give such participants a direct
stake in the success of the Company.

     2.  Administration of the Plan.  The Plan will be administered by the
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committee designated by the Board of Directors of the Company (the "Committee"),
which may make such changes in and additions to the Plan as it may deem
advisable and in the best interests of the Company.  The Committee's
interpretation and construction of any provision of the Plan shall be final and
conclusive.  The Committee shall determine the eligibility of employees and
directors to participate in the Plan, determine how contributions by the Company
are to be allocated among participants, receive and act upon claims for benefits
under the Plan, and decide any disputes that may arise under the terms of the
Plan.  It shall maintain individual accounts for each participant showing the
contributions made by or on behalf of the participant and the number of shares
of the Company's common stock (to the third decimal) allocated under the Plan to
the participant.  The Committee shall have all powers necessary to administer
the Plan in accordance with its terms, including the power to construe the Plan
and the power to make rules and regulations for the administration of the Plan.
The Committee may, upon approval of a majority of its members, allocate among
any of its members, or delegate to any other person, firm or corporation, any of
its responsibilities.

     The assets of the Plan shall be held and administered by the Trustee in
accordance with a trust agreement executed by and between the Company and the
Trustee.  The trust created by such trust agreement shall form a part of the
Plan. The Trustee shall be responsible for the management and investment of the
assets of the Plan in accordance with the trust agreement.

     3.  Eligible Individuals.  All directors and full-time employees of the
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Company and its divisions and wholly owned subsidiaries who have been in the
service of the Company or any of its wholly owned subsidiaries for a continuous
twelve (12) month period shall be eligible to participate in the Plan; provided,
however, that the Committee may waive the twelve (12) months of service
requirement as to particular employees and directors.  Employees of the Company
and its divisions and subsidiaries working at least 30 hours per week shall be
considered full-time employees for purposes of the Plan.
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     Any authorized temporary absence from active employment without pay by
reason of disability, layoff, vacation, military leave or other authorized leave
of absence will not affect employee eligibility; and in the event of such an
absence while an employee is participating in the Plan he may, at his option,
deposit currently a sum or sums equal to the amount which would have been
deducted during such temporary absence.  In such event, required federal, state
and local withholding taxes on applicable Company contributions normally
withheld from a participant's regular salary or wages as described in paragraph
5, will, in the absence of such participant's regular salary or wages, be
withheld from such applicable Company contributions.

     4.  Procedure for Participating -- Participant Contributions.  Any eligible
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employee or director may become a participant under the Plan by submitting to
the Company a "Stock Purchase Plan Payroll Deduction Authorization" in form
satisfactory to the Company for the withholding of a portion of his earnings and
the payment thereof to the Trustee as described in paragraph 6.  In the case of
any employee, deductions thus authorized may not exceed five percent (5%) of the
employee's earnings for the pay period.  A director, who is not also an
employee, may elect to have any or all of his earnings deducted and paid to the
Trustee as described in paragraph 6.

     The amount of a participant's payroll deductions shall continue to be that
specified by him in the Payroll Deduction Authorization submitted by him under
the Plan until he elects to increase or decrease the amount of his payroll
deductions by submitting a new Payroll Deduction Authorization to the Company.
A participant may elect at any time to decrease the amount of his payroll
deductions or to discontinue such deductions entirely.

     In the case of an employee, "earnings" mean the employee's regular salary
or wages, together with the employee's commissions, before deductions required
by law or authorized by the employee.  For purposes of the Plan, an employee's
contributions shall be considered as made during the Plan Year which includes
the last day of the pay period with respect to which they were withheld (or the
Plan Year in which they were deposited in the case of absent employees as
specified in paragraph 3).

     In the case of a director, "earnings" mean all fees paid to or deferred for
the benefit of the director for personal services rendered as a director of the
Company, including, without limitation, retainer fees, meeting fees, fees for
serving on committees of the board of directors of the Company, and fees for
services which are over and above those normally expected of directors and which
are performed at the request of the chairman of the board of the Company.  For
purposes of the Plan, a director's earnings shall be credited in the pay period
in which the fees are paid or would have been paid to the director, but for the
director's election to participate under the Plan, and but for any deferral
election by the director under any deferred fee plan of the Company.

     5.  Company Contributions.  The Company will make matching contributions,
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on behalf of each participant, in an amount dependant upon whether the Company
meets certain performance objectives.  If the Company meets specified
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performance objectives for a calendar year as determined in the sole discretion
of the Company, it will match each participant's contribution made during the
subsequent Plan Year at a ratio of one dollar to each five dollars contributed
by the participant.  If the Company fails to meet such objectives for the
calendar year, contributions made by each participant during the subsequent Plan
Year will be matched at a ratio of one to six. The performance objectives shall
be set by the Company on a calendar year basis and established for each calendar
year within the first quarter of such calendar year.  The Plan Year shall begin
each year at the start of the second calendar quarter and end at the close of
the first calendar quarter of the next succeeding calendar year.  Either or both
of the foregoing one to five and one to six ratios may be increased or decreased
in respect of a particular Plan Year by resolution of the Company's Board of
Directors adopted prior to the beginning of such Plan Year, it being intended
that the Company's matching contributions be determined by the foregoing ratios
only in respect of Plan Years as to which no such resolution is adopted.  The
maximum amount of each participant's contribution for a pay period that the
Company will consider for the purpose of matching contributions will be an
amount no greater than five percent (5%) of each such participant's earnings for
such pay period.

     Notwithstanding anything else to the contrary in this Plan, in the event
that the Company fails to make a profit for a particular accounting quarter as
reported for purposes of its quarterly report, then all Company contributions
will be suspended until the beginning of the quarter following the quarter in
which the Company again reports a profit.

     Company contributions on behalf of a participant are taxable as income to
the participant and are subject to withholding for applicable federal, state and
local taxes.  Such taxes will be withheld from an employee's earnings except in
the case of participating employees on authorized temporary absences from active
employment.  Required withholding taxes on applicable Company contributions made
on behalf of such absent employees will be withheld as specified in paragraph 3.

     After an employee or director has become a participant in the Plan, his
payroll deductions and applicable Company contributions on his behalf will
continue so long as the Plan continues in effect or until his death, termination
of employment or ineligibility, or until discontinuance of his payroll
deductions and otherwise applicable Company contributions pursuant to notice
given as specified in paragraph 15 hereof.  Except as specified in the next
succeeding paragraph, the amount of his payroll deductions shall continue to be
that specified in the Stock Purchase Plan Payroll Deduction Authorization
submitted by him and referred to above.

     6.  Payment to Trustee of Employee and Director Contributions and
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Applicable Matching Company Contributions.  The Company will pay to the Trustee
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on behalf of each participant in the Plan the total of all amounts withheld from
such participant's earnings and all applicable Company contributions on behalf
of such participant.  These funds shall be remitted to the Trustee within thirty
(30) days of the
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close of the payroll period or payment date with respect to which they are
withheld but in no event more frequently than once per calendar month.

     7.  Plan Trustee.  The Company will designate a trustee of the Plan (the
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"Trustee") but retains the right to change that designation in its discretion.
The Trustee shall be a person or financial institution empowered to act as
Trustee under Indiana law.  Apart from administering the details of the Plan as
herein otherwise provided, the Company shall not possess any control or
influence, directly or indirectly, over the timing or amount of purchases of
common stock made by the Trustee under the Plan, the price to be paid, or the
selection of the broker or dealer through or from whom the purchases are to be
made.  The Trustee will hold as trustee all funds received by it under the Plan
for the benefit of the participants and, until delivery thereof to the
participants, all shares of the Company's stock acquired by the Trustee under
the Plan.  No interest will be paid by the Trustee on any funds held by it
hereunder.

     8.  Purchase of Stock.  As promptly as practicable after the Trustee has
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received funds from the Company on behalf of the participants as described above
under paragraphs 4, 5 and 6 (and in any event by the later of (i) the end of the
month in which the funds are received or (ii) the end of the 7th day following
the day of such receipt), the Trustee will in such manner as it may in its sole
discretion deem advisable (except as provided in paragraph 15 hereof) apply the
funds then in its custody hereunder to the purchase at prevailing market prices
of the number of whole shares of the Company's common stock which can be
purchased with such funds.  All purchases of stock as herein provided will be
made in the name of the Trustee or its nominee.  The stock purchased by the
Trustee shall, except as provided in paragraph 15 hereof, be allocated by the
Committee to the respective accounts of the then participants in the Plan, pro
rata (to the third decimal) on the basis of the average costs per share of all
shares being so credited and the respective interest of each such participant in
the funds used to purchase the shares being so credited.

     9.  Dividends.  Except as provided in paragraph 15 hereof, cash dividends
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and other cash  distributions received by the Trustee on stock held in its
custody hereunder will be credited by the Committee to the accounts of the
participants in proportion to their interests in the stock held by the Trustee
and will be applied as soon as practicable after receipt thereof by the Trustee,
to the purchase of additional shares of the Company's common stock and such
shares will be credited to the accounts of the respective participants, in the
manner provided in paragraph 8 hereof.  Dividends paid in shares of the
Company's common stock which are received by the Trustee with respect to stock
held in its custody hereunder will be allocated by the Committee to the
participants (to be third decimal) in accordance with their interests in the
stock with respect to which the dividends are paid.

     10. Delivery of Stock or Cash Equivalent to Participants.  Participants in
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the Plan may obtain certificates evidencing their share ownership, or the cash
equivalent of such certificates, pursuant to this paragraph 10.  A participant
may request at any time to receive certificates for any or all of his shares
then being held by the Trustee.
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Alternatively, at any time a participant may request the Committee to direct the
sale of any or all of his shares then being distributed by the Trustee and have
the proceeds of such sale remitted to him. Such sale will be conducted by a
broker of the Committee's choosing. As soon as practicable, the Trustee will
provide certificates, or the broker will provide the cash proceeds from the sale
of shares, to participants who have made such requests; provided, however,
except in the case of a participant who withdraws from the Plan, the Trustee
will not be required to deliver certificates where the number of shares to be
delivered to a participant, or to a broker for sale, totals less than twenty
(20) shares. Any fractional shares will not be distributed except that the cash
equivalent of such fractional share, determined under the provisions of
paragraph 15 hereof, shall be paid to each participant who withdraws from the
Plan.

     11.  Trustee and Administration Expenses.  All cost and expenses incurred
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in administering the Plan, including monthly fees to the Trustee for its
services and all brokerage and other fees incurred in connection with the
purchase or sale of shares hereunder, will be borne by the Company.

     12.  Shareholder Rights.  Until delivery of the shares of the Company's
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stock hereunder, the Trustee will exercise all voting rights pertaining to each
participant's pro rata share of such stock in accordance with written
directions, if any, given to the Trustee by such participant; in the absence of
such directions the Trustee shall exercise all such voting rights on behalf of
such participant in favor of any proposals recommended by the board of directors
of the Company.

     13.  Participant Reports.  Participants will receive quarterly reports
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regarding contributions to, distributions from, and the status of their accounts
under the Plan.  The reports will be sent as soon as possible after the close of
each calendar quarter.  Participants will be entitled to receive annual reports,
proxy statements and any other literature distributed by the Company to its
shareholders upon the participant's request.

     14.  Assignability of Interests.  Participants in the Plan may not assign
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or hypothecate any funds, securities or other property held for their accounts
under the Plan.  Any purported lien or pledge of such funds, securities or other
property will be deemed void and of no force and effect against the Company, the
Committee or the Trustee.

     15.  Withdrawal from the Plan.  A participant may withdraw from the Plan at
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any time upon written notice to the Committee; in which case, his payroll
deductions and any otherwise applicable matching Company contributions shall be
discontinued on such date as the Company in its sole discretion may determine,
but in no event later than 15 days after the receipt of such notice by the
Company.  Any participant who is no longer eligible to participate in the Plan
pursuant to paragraph 3 above will be considered to have withdrawn from the Plan
automatically as of the date the participant is no longer eligible.  In either
case, the date of withdrawal will be the "Effective Date."

     In the event of withdrawal of a participant from the Plan (a) no purchases
of stock shall be made following the Effective Date of his withdrawal from the
Plan out of payroll
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deductions or applicable matching Company contributions on behalf of such
participant, but the same shall be paid over to such participant (or his legal
representatives) as soon as practicable after such Effective Date, (b) such
participant's pro rata (to the third decimal) share of any shares purchased by
the Trustee to the Effective Date of his withdrawal from the Plan which have not
theretofore been credited to the respective accounts of participants in the Plan
shall be credited to his account as of the Effective Date of his withdrawal on
the basis of the average cost per share of all shares so purchased by the
Trustee and not theretofore so credited and the interest of such withdrawing
participant in the funds used to purchase such shares, (c) the number of whole
shares of stock credited to the account of such participant to the Effective
Date of his withdrawal from the Plan shall be delivered to the participant (or
his legal representatives) as soon as practicable after such Effective Date, and
(d) any fractional shares to the credit of such participant's account as of the
Effective Date of his withdrawal from the Plan shall be purchased by the
Trustee, as of the next succeeding day of a month (or if such day is not a
trading day, on the next trading day), for the respective accounts of the other
participants at a price equal to the prevailing market price on such trading day
and the purchase price shall be paid to the participant (or his legal
representatives) as soon as practicable thereafter. As an alternative to
receiving certificates for full shares, a participant may request the Committee
to direct the sale of any or all of the shares that would otherwise be delivered
to him pursuant to this paragraph and have the proceeds of such sale remitted to
him. Such sale will be conducted by a broker of the Committee's choosing.

     A participant who elects to withdraw from the Plan pursuant to this
paragraph 15 shall not be eligible to again become a participant in the Plan
until the commencement of the Plan quarter succeeding such withdrawal, provided,
however, that the Committee may waive this restriction in particular cases.

     An employee whose contributions under the Plan have been discontinued by
reason of an absence on leave approved by an authorized representative of the
Company shall not be considered to have withdrawn from the Plan, and payroll
deductions, Company contributions and Company payments to the Trustee pursuant
to paragraphs 4, 5 and 6 hereof shall be resumed as soon as such employee shall
return to work following such absence on leave.

     16.  Amendment and Termination of Plan.  The Company may at any time
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suspend, amend or terminate the Plan, effective as of the first day of any
calendar month subsequent to the Company's action.  In the event of termination
of the Plan, each participant shall be entitled to receive from the Trustee the
number of whole shares of the Company's common stock credited to his account and
his allocable portion of the proceeds of stock sold by the Trustee in order to
pay the cash value of fractional shares held for the accounts of the
participants (or any cash credited to his account which, in view of the
termination, has not been invested by the Trustee).

     17.  Notices.  Any notice hereunder to the Company shall be in writing and
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such notice shall be deemed given or made only upon receipt thereof by the
Company at
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the Company's principal executive office or at such other address as the Company
may designate by notice to the participants and to the Trustee.

     Any notice hereunder to the Trustee shall be given in writing and such
notice shall be deemed duly given or made only upon receipt thereof at the
Trustee's principal office or at such other address as the Trustee may designate
by notice to the Company.

     Any notice to a participant hereunder shall be in writing and shall be
deemed received if mailed or delivered to the participant at such address as the
participant shall have on file with the Company.

     18.  SEC Rule 16b-3 Exemption.  It is the intent of the Company, the
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Committee and the Trustee that this Plan qualify as a "Stock Purchase Plan" as
this term is defined by the Securities Exchange Commission in 17 C.F.R. section
240.16b-3(b)(5).  However, in the event the Committee determines in its sole
discretion that the Plan is not a Stock Purchase Plan, officers and directors
must hold shares delivered to them by the Plan for a period of at least six (6)
months.  An officer or director may not request the Committee to sell his shares
and remit the proceeds pursuant to paragraphs 10 and 15 above if during the
preceding six (6) month period such officer or director has made any
discretionary transaction to acquire equity securities of the Company through
any employee benefit plan of the Company, the Company or any subsidiary of
either.  For the purposes of this Plan, "officer" and "discretionary
transaction" will have the meanings given these terms in 17 C.F.R. sections
240.16a-1(f) and 240.16b-3(b)(1) respectively.  Furthermore, in consideration
for their participation in the Plan and receipt of the Company's matching
contributions, officers and directors will indemnify and hold harmless, the
Company, the Committee and the Trustee, for any actual or alleged violation of
Section 16 of the Securities Exchange Act of 1934, as amended from time to time.