STOCK APPRECIATION AWARD

                                 PURSUANT TO THE
                    PEOPLES BANK CORPORATION OF INDIANAPOLIS
                                STOCK OPTION PLAN

         A stock  appreciation  award (the "Award") is hereby granted by Peoples
Bank  Corporation  of  Indianapolis  (the"Company")  to Gerald R.  Francis  (the
"Francis") on the terms set forth herein. This Award is subject to all terms and
definitions  set forth in the Peoples Bank  Corporation  of  Indianapolis  Stock
Option  Plan (the  "Plan")  which has been  adopted by the  Company and which is
incorporated by reference herein.

         1. Grant and Value of Award.  This  Award is granted in three  separate
installments   ("Installment")   which  shall  vest  at  different  times.  Each
Installment represents the right to receive payment from the Company at the time
of exercise of the following value in cash:


  Installment             Dollar Value               x       No. of Share
     Class                                                    Equivalents
       I                  (.6)[V - $22.625]          x          20,000-A
      II                  (.6)[V - $22.625]          x          22,000-B
      III                 (.6)[V - $22.625]          x          24,000-C

         The  value of V is equal to the  fair  market  value of one  Non-voting
Common Share of the Company on the date of exercise.

         The values of A, B and C in the above  formula are to be  determined by
the following  tables,  based on the calendar years in which the Installments of
the  Award  first  become  exercisable  under  Sections  2,  3 and 4  (for  each
Installment,  its "Vesting Date.") "Vesting Date I," for example,  refers to the
Vesting Date for Award Installment I.


             Year of Vesting
                 Date I                                 A
                  1997                                 516
                  1998                                 514
                  1999
                and after                             4,419


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         Year of Vesting         Year of Vesting
             Date II                  Date I                             B=
               1997                    N/A                                0
               1998                    1997                              514
                                       1998                               0
          1999 or after           any prior year                        4,419
                                    same year                             0



      Year of Vesting          Year of Vesting       Year of Vesting
         Date III                  Date II               Date I            C=
           1997                      N/A                   N/A              0
           1998                     1997                  1997             514
                                    1998              1997 or 1998          0
       1999 or after           any prior year        any prior year       4,419
                              same year as III       any prior year         0
                              same year as III      same year as III        0

         2. Exercise of Award. Each Award  Installment shall become  exercisable
based on the closing  market price of the  Company's  Nonvoting  Common  Shares,
without par value ("Common Shares") as follows:


                                                        Closing
              Installment                               Market
                 Class                                  Price*
                   I                                      $30
                  II                                      $35
                  III                                     $40

         * An  installment  becomes  exercisable  when the closing price for the
Common  Shares  reported on  Nasdaq-NMS  (or other  exchange on which the Common
Shares are then  traded) is equal to or greater  than the price set forth in the
table for at least 20 consecutive trading days.


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         3. Acceleration of Vesting. Upon a Change of Control, as defined in the
Plan,  this Award shall  become  immediately  exercisable  in its  entirety.  In
addition,  Installment I shall become immediately exercisable in its entirety if
Francis'  employment  with Peoples Bank & Trust  Company  ("Bank") is terminated
either  without Cause or with Good Reason,  as defined in the Bank's  employment
agreement with Francis dated as of April 17, 1997.

         4.       Period of Exercisability.

                  (a)  Installment  I shall expire and  terminate on the date 30
         days following Francis'  termination of employment for any reason other
         than  retirement,  disability  or  death.  In  the  event  of  Francis'
         termination  of  employment  due to  retirement,  disability  or death,
         Installment I 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
     Year after Termination due
            to Disability                    1 year after date of death


                  (b) Installments II and III shall expire  immediately upon the
         Francis'  termination  of  employment  for any  reason or cause if such
         installments  are not then  exercisable  (based on the  conditions  set
         forth in Sections 2 or 3 of this  Agreement).  If Installment II or III
         is exercisable  upon Francis'  termination of employment  (based on the
         conditions  set forth in  Sections  2 or 3) for any  reason  other than
         retirement,  disability or death, then such installment shall expire on
         the date 30 days  following  Francis'  termination  of  employment.  If
         Installment II or III is exercisable (based on the conditions set forth
         in Sections 2 or 3) upon  Francis'  termination  of  employment  due to
         retirement,  disability or death,  then such  installment  shall remain
         exercisable  and expire in  accordance  with the table in Section  4(a)
         above.

                  (c) In no circumstances  shall the Award be exercisable  later
         than the date on which it would otherwise expire.

         5. Method of Exercise.  This Award may be exercised by a written notice
which shall:

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                  (a) state the election to exercise a portion of the Award, the
         number of share  equivalents and the Installment  with respect to which
         it is being  exercised,  and the address and Social  Security Number of
         the person exercising the Award.

                  (b) be signed by the person or persons  entitled  to  exercise
         the Award and, if the Award is being exercised by any person or persons
         other than Francis,  be accompanied by proof,  satisfactory  to counsel
         for the Company, of the right of such person or persons to exercise the
         Award; and

                  (c) be in writing and delivered in person or by certified mail
         to the Secretary of the Company.

         6. Withholding.  Francis hereby agrees that, upon exercise of the Award
or any portion of any Installment, the Company shall be entitled to withhold all
or any portion of the payment  due  Francis for such tax  withholding  as may be
required of the Company under  federal,  state,  or local law on account of such
exercise and on account of any other  compensation  received by Francis from the
Company or its subsidiaries.

         7. Limited  Transferability.  Only to the extent expressly permitted by
the Plan at the time, this Award may be transferred to Francis'  spouse,  lineal
ascendants, lineal descendants, or to a duly established trust for their benefit
or the benefit of Francis,  provided that such transferee  shall be permitted to
exercise this Award subject to all the same terms and  conditions  applicable to
Francis.  Otherwise, this Award is not transferable other than by will, the laws
of descent and distribution or pursuant to a qualified domestic relations order.

         8.  Adjustments.  In the event of a stock split or stock dividend,  the
number of share  equivalents  and the base price used to determine  the value of
the Award under Section 1 shall be adjusted proportionately.

         9. Term.  This Award shall expire on April 17,  2007,  subject to early
termination  as set forth herein and may be  exercised  during such term only in
accordance  with the Plan and the terms of this Award.  In no case may the Award
be  exercised  for the value  determined  on the  basis of fewer  than 100 share
equivalents at any one time, except to purchase a residue of an Installment.

         October 21, 1997                       PEOPLES BANK CORPORATION
                                                 OF INDIANAPOLIS

                                                 By  /s/ William E. McWhirter
                                                 Its    Chairman and Chief 
                                                            Executive Officer
AGREED: /s/ Gerald R. Francis
---------------------------------
Gerald R. Francis








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                  THE PEOPLES BANK CORPORATION OF INDIANAPOLIS
                           ---------------------------

                     STOCK APPRECIATION AWARD EXERCISE FORM
                           ---------------------------

                                                                     -----------
                                                                     Date

Secretary
Peoples Bank Corporation of Indianapolis
130 East Market Street
Indianapolis, Indiana  46204

         Re:  Peoples Bank Corporation of Indianapolis Stock Appreciation Award

Dear Sir:

         The undersigned elects to exercise his Stock Appreciation Award for its
cash value related to ____ share  equivalents  from Award  Installment ___ under
and pursuant to the Stock Appreciation Award dated October __, 1997 ("Award").

         After  making  allowance  for tax  withholding  permitted by the Award,
please remit a check for the remaining  cash value for which the Award is hereby
exercised to the undersigned.

                                                     Very truly yours,






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