PEOPLES BANK CORPORATION OF INDIANAPOLIS
                             1998 STOCK OPTION PLAN

         1. Purpose. The purpose of the Peoples Bank Corporation of Indianapolis
1998 Stock  Option  Plan (the  "Plan") is to provide to  officers  and other key
employees of Peoples Bank  Corporation of  Indianapolis  (the "Company") and its
majority-owned  and wholly-owned  subsidiaries  (individually a "Subsidiary" and
collectively the "Subsidiaries"),  including, but not limited to, Peoples Bank &
Trust Company and Peoples Building Corporation,  who are materially  responsible
for the  management  or operation of the business of the Company or a Subsidiary
and have provided  valuable service to the Company or a Subsidiary,  a favorable
opportunity  to  acquire  Nonvoting  Common  Shares,   without  par  value  (the
"Nonvoting  Common  Shares"),  of the Company,  thereby  providing  them with an
increased  incentive to work for the success of the Company and its Subsidiaries
and better  enabling  each such entity to attract and retain  capable  executive
personnel.

         2.       Administration of the Plan.

                  (a) The Committee.  The Plan shall be administered,  construed
         and  interpreted  by a committee  consisting of at least two members of
         the Board of Directors of the Company,  each of whom is a disinterested
         person within the meaning of the  definition of that term  contained in
         Reg. ss. 16b-3 promulgated  under the Securities  Exchange Act of 1934,
         as amended  (the  "1934  Act") and an outside  director  under  Section
         162(m) of the Internal  Revenue Code of 1986,  as amended (the "Code").
         The members of the Committee  shall be designated  from time to time by
         the Board of  Directors  of the  Company.  ("Committee"  as used herein
         refers to the committee so  designated,  and, as the context  requires,
         may also refer to the full Board of  Directors  or the  Special  Option
         Committee   acting  under  Section   2(c).)  In  the  absence  of  such
         designation, the Committee shall be the Board Related Affairs Committee
         of the  Corporation as long as such  committee  shall consist solely of
         non-employee  directors.  The  decision of a majority of the members of
         the Committee shall  constitute the decision of the Committee,  and the
         Committee  may act  either  at a  meeting  at which a  majority  of the
         members of the Committee is present or by a written  consent  signed by
         all members of the Committee.

               (b)  Authority of the  Committee.  The  Committee  shall have the
          final and  conclusive  authority  to  determine,  consistent  with and
          subject to the provisions of the Plan:

                    (i)  the  individuals  ("Optionees  or  Awardees")  to  whom
               options or cash awards (collectively,  "Awards") shall be granted
               under the Plan;

                    (ii) the time when Awards shall be granted hereunder;

                    (iii) the number of  Nonvoting  Common  Shares to be covered
               under each option and the amount of any cash awards;


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                    (iv) the option  price to be paid upon the  exercise of each
               option;

                    (v)  the  period  within  which  each  such  option  may  be
               exercised;

                    (vii) the  extent to which an option is an  incentive  stock
               option or a non- qualified stock option; and

                    (viii) the terms and conditions of the respective agreements
               by which Awards shall be evidenced.

         The Committee shall also have authority to prescribe, amend, waive, and
         rescind rules and  regulations  relating to the Plan, to accelerate the
         vesting of any stock options or cash awards made  hereunder and to make
         all other  determinations  necessary or advisable in the administration
         of the Plan.

                    (c)  Special Authority.  Notwithstanding the above paragraph
                         2(b),

                           (i) The  full  Board  of  Directors  shall  have  the
                           special  authority  from time to time to grant awards
                           and to make the determinations described in paragraph
                           2(b)(i)-(viii) with respect to such grants.

                           (ii) A special  option  committee  of the Board  (the
                           "Special  Option  Committee")  shall have the special
                           authority  from time to time to grant  options and to
                           make  the   determinations   described  in  paragraph
                           2(b)(i)-(viii) with respect to such options where the
                           number of Nonvoting Common Shares to be covered under
                           the option is less than one  thousand  (1000) and the
                           Optionee is a person not subject to Section 16 of the
                           1934 Act. Such special  committee shall consist of at
                           least one  member of the  Board of  Directors  of the
                           Company.  The member(s) of the special  committee may
                           be  designated  from  time to time  by the  Board  of
                           Directors   of  the   Company  and  may  include  the
                           President or Chief Executive Officer of the Company.

         3. Eligibility.  The Committee may, consistent with the purposes of the
Plan,  grant Awards to officers  and other key  employees of the Company or of a
Subsidiary who in the opinion of the Committee are from time to time  materially
responsible for the management or operation of the business of the Company or of
a Subsidiary and have provided valuable services to the Company or a Subsidiary;
provided, however, that in no event may any employee who owns (after application
of the  ownership  rules in ss.  425(d) of the Code) shares of stock  possessing
more than 10 percent of the total combined  voting power of all classes of stock
of the Company or any of its  Subsidiaries  be granted an incentive stock option
hereunder unless at the time such option is granted the option price is at least
110% of the fair market value of the stock subject to the option and such option
by its terms is not exercisable  after the expiration of five (5) years from the
date such option is granted.

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Subject to the foregoing and the provisions of Section 7 hereof, an Optionee, if
he is otherwise  eligible,  may be granted  additional  Awards if the  Committee
shall so determine.

         4. Stock Subject to the Plan. A total of 50,000 Nonvoting Common Shares
of the Company shall be reserved for issuance  pursuant to Awards  granted under
the Plan. Such reserved shares may be authorized but unissued shares or treasury
shares of the Company. Subject to Section 7 hereof, the shares for which options
may be granted under the Plan shall not exceed that number.  If any option shall
expire or  terminate  or be  surrendered  for any  reason  without  having  been
exercised in full, or if an award of restricted  shares shall be forfeited,  the
unpurchased shares subject thereto shall (unless the Plan shall have terminated)
become available for other options under the Plan. Notwithstanding the forgoing,
no Awardee shall be granted more than 25,000  Nonvoting  Common Shares under the
Plan.

     5. Terms of Options. Each option granted under the Plan shall be subject to
the following  terms and  conditions  and to such other terms and conditions not
inconsistent therewith as the Committee may deem appropriate in each case:

                  (a)  Option  Price.  The price to be paid for  shares of stock
         upon the exercise of each option shall be  determined  by the Committee
         at the time such  option is  granted,  but such price in the case of an
         incentive stock option shall not be less than the fair market value, as
         determined by the Committee  consistent with Treas.  Reg. ss. 20.2031-2
         and any requirements of ss. 422A of the Code, of such stock on the date
         on which  such  option is  granted;  and  provided,  further,  that the
         Committee may in no event award  non-qualified stock options at a price
         less than 85% of the fair market value of the  Nonvoting  Common Shares
         on the date of grant,  as determined by the Committee  consistent  with
         Treas. Reg. ss. 20.2031-2.

                  (b) Period for  Exercise  of  Option.  An option  shall not be
         exercisable  after the  expiration  of such period as shall be fixed by
         the Committee at the time of the grant  thereof,  but such period in no
         event  shall  exceed  ten (10) years and one day from the date on which
         such option is granted;  provided, that incentive stock options granted
         hereunder  shall  have terms not in excess of ten (10)  years.  Options
         shall be subject to earlier termination as hereinafter provided.

               (c) Exercise of Options.  The option price of each share of stock
          purchased upon exercise of an option shall be paid in full at the time
          of such exercise. Payment may be made:

                           (i)      in cash;

                           (ii) if the  Optionee  may do so in  conformity  with
                           Regulation  T (12  C.F.R.  ss.  220.3(e)(4))  without
                           violating  ss.  16(b) or ss.  16(c) of the 1934  Act,
                           pursuant to a broker's cashless  exercise  procedure,
                           by  delivering a properly  executed  exercise  notice
                           together with irrevocable instructions to a broker to
                           promptly  deliver  to the  Company  the total  option
                           price in cash and, if desired, the

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                           amount  of  any  taxes  to  be   withheld   from  the
                           Optionee's   compensation   as  a   result   of   any
                           withholding  tax  obligation of the Company or any of
                           its Subsidiaries, as specified in such notice; or

                           (iii)  with  the  approval  of  the   Committee,   by
                           tendering  whole  shares of the  Company's  Nonvoting
                           Common Shares owned by the Optionee and cash having a
                           fair market value equal to the cash exercise price of
                           the shares with  respect to which the option is being
                           exercised.  For this purpose,  any shares so tendered
                           by an Optionee  shall be deemed to have a fair market
                           value  equal  to the mean  between  the  highest  and
                           lowest  quoted  selling  prices for the shares on the
                           date of  exercise  of the option (or if there were no
                           sales on such date the weighted  average of the means
                           between the highest and lowest quoted  selling prices
                           on the nearest date before and the nearest date after
                           the date of exercise of the option as  prescribed  by
                           Treas. Reg. ss. 20.2031-2), provided if there were no
                           sales during a reasonable period before and after the
                           exercise   date,  the  fair  market  value  shall  be
                           determined  by taking  the mean  between  the bid and
                           asked prices on the exercise  date (or, if none,  the
                           weighted  average  of the means  between  the bid and
                           asked  prices on the nearest  trading date before and
                           the nearest  trading date after the exercise  date on
                           which bid and asked quotations  exist) as reported in
                           The Wall  Street  Journal  or a  similar  publication
                           selected by the Committee.

         The Committee shall have the authority to grant options  exercisable in
         full at any time during their term, or exercisable in such installments
         at such  times  during  their  term  as the  Committee  may  determine.
         Installments not purchased in earlier periods shall be cumulated and be
         available  for  purchase  in  later  periods.   Subject  to  the  other
         provisions of this Plan, an option may be exercised at any time or from
         time to time  during  the  term of the  option  as to any or all  whole
         shares which have become  subject to purchase  pursuant to the terms of
         the  option  or the  Plan,  but not at any  time as to  fewer  than one
         hundred  (100)  shares  unless the  remaining  shares which have become
         subject to purchase are fewer than one hundred (100) shares.  An option
         may be exercised only by written  notice to the Company,  mailed to the
         attention  of its  Secretary,  signed by the  Optionee  (or such  other
         person or  persons as shall  demonstrate  to the  Company  his or their
         right to  exercise  the  option),  specifying  the  number of shares in
         respect of which it is being  exercised,  and accompanied by payment in
         full in either cash or by check in the amount of the aggregate purchase
         price  therefor,  by delivery of the  irrevocable  broker  instructions
         referred to above,  or, if the  Committee  has  approved the use of the
         stock swap feature provided for above,  followed as soon as practicable
         by the delivery of the option price for such shares.

                  (d)  Certificates.  The  certificate or  certificates  for the
         shares  issuable  upon an  exercise  of an  option  shall be  issued as
         promptly as practicable after such exercise. An Optionee shall not have
         any rights of a  shareholder  in respect to the shares of stock subject
         to an option until the date of issuance of a stock  certificate  to him
         for such shares. In no case

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         may a fraction of a share be purchased  or issued  under the Plan,  but
         if, upon the exercise of an option,  a fractional share would otherwise
         be issuable, the Company shall pay cash in lieu thereof.

                  (e)      Termination of Option.

                           (i)  Unless  an  earlier  date  of   termination   is
                           specified by the Committee,  any option granted to an
                           Optionee  shall  expire  and  terminate  on the  date
                           thirty (30) days following Optionee's  termination of
                           employment  for any  reason  other  than  retirement,
                           disability  or  death.  In the  event  of  Optionee's
                           termination   of   employment   due  to   retirement,
                           disability   or  death,   this  Option  shall  become
                           exercisable  but  shall  expire as  indicated  in the
                           following table.



================================================================================
         Circumstance of
           Termination                             Expiration Date
--------------------------------------------------------------------------------
           Retirement                  3 months after termination of employment
--------------------------------------------------------------------------------
          Disability or
      Death while employed              1 year after termination of employment
--------------------------------------------------------------------------------
   Death within 3 months after
    Retirement OR Within One                  1 year after date of death
   Year after Termination due
          to Disability
================================================================================


                           (ii)     For purposes of this Plan,

               (x) "Disability"  means permanent and total disability as defined
          in ss. 22(e)(3) of the Code.

                                    (y)  "Retirement"  means such termination of
                                    employment as shall entitle such  individual
                                    to early or normal retirement benefits under
                                    any  then  existing   pension  plan  of  the
                                    Company or a Subsidiary.

                                    (z)  Leave  of  absence   approved   by  the
                                    Committee shall not constitute  cessation of
                                    employment.

                           (iii) If the Optionee's  employment is terminated due
                           to  death,  the  option  shall  be  exercised  by the
                           executor  or  administrator  of his  estate or by the
                           person or persons  entitled  to the option by will or
                           by  applicable  laws  of  descent  and  distribution,
                           whether or not the option was  otherwise  exercisable
                           at the date of his death.

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                           (iv)  In  no  circumstances,   shall  the  Option  be
                           exercisable  later  than  the  date on which it would
                           otherwise expire.

                  (f) Nontransferability of Option. No option may be transferred
         by the  Optionee  otherwise  than by will or the  laws of  descent  and
         distribution  or pursuant to a qualified  domestic  relations  order as
         defined  by the  Code or  Title  I of the  Employee  Retirement  Income
         Security  Act of  1974,  as  amended,  or  the  rules  and  regulations
         thereunder,  and during the lifetime of the Optionee  options  shall be
         exercisable   only  by  the   Optionee   or  his   guardian   or  legal
         representative; provided, however, that non-qualified stock options may
         be transferred to members of the Optionee's immediate family, to trusts
         for the benefit of such immediate family members, and to trusts for the
         benefit of the  Optionee,  to the extent  permitted by the stock option
         agreement between the Optionee and the Company.

                  (g) No Right to Continued Service.  Nothing in this Plan or in
         any agreement  entered into pursuant  hereto shall confer on any person
         any right to  continue  in the employ or service of the  Company or its
         Subsidiaries or affect any rights of the Company, a Subsidiary,  or the
         shareholders  of the Company may have to  terminate  his service at any
         time.

                  (h) Maximum Incentive Stock Options. The aggregate fair market
         value of stock with respect to which  incentive  stock options  (within
         the meaning of ss. 422A of the Code) are exercisable for the first time
         by an  Optionee  during any  calendar  year under the Plan or any other
         plan of the Company or its Subsidiaries shall not exceed $100,000.  For
         this purpose,  the fair market value of such shares shall be determined
         as of the date the  option is  granted  and shall be  computed  in such
         manner as shall be determined  by the  Committee,  consistent  with the
         requirements of ss. 422A of the Code.

                  (i) Agreement.  Each option shall be evidenced by an agreement
         between the Optionee and the Company which shall  provide,  among other
         things,  that,  with respect to incentive  stock options,  the Optionee
         will  advise the Company  immediately  upon any sale or transfer of the
         Nonvoting  Common  Shares  received  upon exercise of the option to the
         extent such sale or transfer  takes place prior to the later of (a) two
         (2)  years  from the date of grant or (b) one (1) year from the date of
         exercise.

                  (j) Investment  Representations.  Unless the shares subject to
         an option are registered under applicable  federal and state securities
         laws, each Optionee by accepting an option shall be deemed to agree for
         himself and his legal  representatives  that any option  granted to him
         and any and all Nonvoting  Common Shares purchased upon the exercise of
         the option shall be acquired for  investment and not with a view to, or
         for the sale in connection  with, any  distribution  thereof,  and each
         notice of the exercise of any portion of an option shall be accompanied
         by a representation in writing, signed by the Optionee or his

                                                        -6-

<PAGE>




         legal  representatives,  as the case may be, that the Nonvoting  Common
         Shares are being  acquired in good faith for  investment and not with a
         view to,  or for sale in  connection  with,  any  distribution  thereof
         (except  in  case  of  the   Optionee's   legal   representatives   for
         distribution,  but not for sale, to his legal heirs, legatees and other
         testamentary beneficiaries).  Any shares issued pursuant to an exercise
         of an option  may bear a legend  evidencing  such  representations  and
         restrictions.

                  (k) The  Committee  may provide in any Option  Agreement  that
         options  granted to an Optionee and not yet  exercisable,  shall become
         exercisable automatically upon a Change of Control. "Change of Control"
         means the  occurrence  of any of the  following:  (i) the sale,  lease,
         transfer,  conveyance or other disposition (other than by way of merger
         or consolidation),  in one or a series of related transactions,  of all
         or substantially  all of the assets of the Company and its Subsidiaries
         taken  as a whole to any  "person"  (as  such  term is used in  Section
         13(d)(3) of the Exchange  Act) (ii) the adoption of a plan  relating to
         the liquidation or dissolution of the Company,  (iii) the  consummation
         of any  transaction  (including,  without  limitation,  any  merger  or
         consolidation)  the result of which is that any  "person"  (as  defined
         above), other than William E. "Mac" McWhirter,  or his spouse or lineal
         descendants, becomes the "beneficial owner" (as such term is defined in
         Rule  13d-3  and Rule  13d-5  under  the  Exchange  Act),  directly  or
         indirectly, of more than 50% of the voting stock of the Company or (iv)
         the  first  day on which a  majority  of the  members  of the  Board of
         Directors  of the Company  are not  Continuing  Directors.  "Continuing
         Directors"  means, as of any date of  determination,  any member of the
         Board of Directors of the Company who (i) was a member of such Board of
         Directors  January  24,  1996 or (ii) was  nominated  for  election  or
         elected to such Board of  Directors  with the approval of a majority of
         the Continuing  Directors who were members of such Board at the time of
         such nomination or election.

         6. Incentive  Stock Options and  Non-Qualified  Stock Options.  Options
granted under the Plan may be incentive stock options under ss. 422A of the Code
or non-qualified  stock options.  All options granted  hereunder will be clearly
identified as either incentive stock options or non-qualified  stock options. In
no event will the  exercise of an  incentive  stock  option  affect the right to
exercise  any  non-qualified  stock  option,  nor  shall  the  exercise  of  any
non-qualified  stock  option  affect the right to exercise any  incentive  stock
option.  Nothing  in this  Plan  shall be  construed  to  prohibit  the grant of
incentive  stock  options and  non-qualified  stock  options to the same person,
provided,  further, that incentive stock options and non-qualified stock options
shall not be granted in a manner whereby the exercise of one non-qualified stock
option or incentive stock option affects the exercisability of the other.

         7. Adjustment of Shares. In the event of any change after the effective
date of the  Plan in the  outstanding  stock of the  Company  by  reason  of any
reorganization,  recapitalization,  stock split, stock dividend,  combination of
shares, exchange of shares, merger or consolidation,  liquidation,  or any other
change after the effective date of the Plan in the nature of the shares of stock
of the  Company,  the  Committee  shall  determine  what  changes,  if any,  are
appropriate  in the number and kind of shares  reserved  under the Plan, and the
Committee shall determine what changes, if any, are

                                       -7-

<PAGE>




appropriate  in the option price under and the number and kind of shares covered
by outstanding Awards granted under the Plan. Any determination of the Committee
hereunder shall be conclusive.

         8. Cash Awards.  The Committee may, at any time and in its  discretion,
grant to any Optionee who is granted a  non-qualified  stock option the right to
receive, at such times and in such amounts as determined by the Committee in its
discretion,  a cash amount  (cash  award)  which is intended  to  reimburse  the
Optionee  for all or a portion  of the  federal,  state and local  income  taxes
imposed upon such Optionee as a consequence  of the exercise of a  non-qualified
stock option and the receipt of a cash award.

         9.  Replacement  and Extension of the Terms of Options and Cash Awards.
The  Committee  from time to time may permit an  Optionee  under the Plan or any
other stock option plan  heretofore  or hereafter  adopted by the Company or any
Subsidiary to surrender  for  cancellation  any  unexercised  outstanding  stock
option and receive from his employing corporation in exchange therefor an option
for  such  number  of  Nonvoting  Common  Shares  as  may be  designated  by the
Committee. Such Optionees also may be granted related cash awards as provided in
Section 8 hereof.

         10 Tax  Withholding.  Whenever  the Company  proposes or is required to
issue or transfer Nonvoting Common Shares under the Plan, the Company shall have
the right to require the Optionee or Awardee or his or her legal  representative
to remit to the  Company an amount  sufficient  to satisfy  any  federal,  state
and/or  local  withholding  tax  requirements  prior  to  the  delivery  of  any
certificate  or  certificates  for such  shares,  and  whenever  under  the Plan
payments  are to be  made in  cash,  such  payments  shall  be net of an  amount
sufficient  to  satisfy  any  federal,   state  and/or  local   withholding  tax
requirements.   If  permitted  by  the  Committee  and  pursuant  to  procedures
established by the Committee, an Optionee or Awardee may make a written election
to have  Nonvoting  Common  Shares  having an aggregate  fair market  value,  as
determined by the Committee, consistent with the requirements of Treas. Reg. ss.
20.2031-2 sufficient to satisfy the applicable  withholding taxes, withheld from
the shares otherwise to be received upon the exercise of a non-qualified  option
or vesting of a restricted share Award.

         11. Amendment. The Board of Directors of the Company may amend the Plan
from time to time and,  with the consent of the  Optionee or Awardee,  the terms
and  provisions  of his or her Award,  except that  without the  approval of the
holders of at least a majority  of the voting  shares of the  Company  voting in
person or by proxy at a duly constituted meeting or adjournment thereof:

                  (a) the number of shares of stock  which may be  reserved  for
         issuance  under the Plan may not be  increased  except as  provided  in
         Section 7 hereof;

                  (b) the period during which an option may be exercised may not
         be  extended  beyond  ten (10) years and one day from the date on which
         such option was granted; and

                  (c) the class of persons to whom  Awards may be granted  under
         the Plan shall not be modified materially.

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<PAGE>



         No  amendment  of the Plan,  however,  may,  without the consent of the
Optionees or Awardees,  make any changes in any  outstanding  Award  theretofore
granted under the Plan which would adversely affect the rights of such persons.

         12.  Termination.  The Board of Directors of the Company may  terminate
the Plan at any time and no Award shall be granted thereafter. Such termination,
however,  shall not affect the validity of any Award  theretofore  granted under
the Plan. In any event,  no incentive stock option may be granted under the Plan
after the date which is ten (10) years from the  effective  date of the Plan or,
if earlier, the date the Plan is approved by the Company's shareholders.

         13.  Successors.  This Plan shall be binding  upon the  successors  and
assigns of the Company.

         14.  Governing Law. The terms of any Awards  granted  hereunder and the
rights and obligations  hereunder of the Company, the Optionees and Awardees and
their  successors in interest  shall,  except to the extent  governed by federal
law, be governed by Indiana law.

         15. Government and Other Regulations. The obligations of the Company to
issue or transfer and deliver shares under Awards granted under the Plan or make
cash  awards  shall  be  subject  to  compliance   with  all  applicable   laws,
governmental rules and regulations, and administrative action.

         16.  Effective Date. The Plan shall be effective as of January 1, 1998;
provided,  however,  that any  grant of  Awards  pursuant  to the Plan  shall be
subject to the approval of the Plan by the holders of at least a majority of the
shares of the Company entitled to vote thereon voting in person or by proxy at a
duly  constituted  meeting  or  adjournment  thereof,  and any  options  granted
pursuant to the Plan may not be exercised  until the Company has been advised by
counsel that such  approval has been  obtained  and all other  applicable  legal
requirements have been met.