INLAND MORTGAGE CORPORATION
              LONG TERM INCENTIVE COMPENSATION PLAN

                            ARTICLE I
                         PURPOSE OF PLAN

The continued growth and success of Inland Mortgage Corporation
("Inland") are dependent upon Inland's ability to attract and
retain the services of key executives and provide incentive for
their superior long term performance.  The purpose of the Inland
Mortgage Corporation Long Term Incentive Compensation Plan (the
"Plan") is to attract, retain and motivate key executives to
achieve long-term performance goals


                           ARTICLE II
                       NATURE OF THE PLAN

This Plan is an income tax non-qualified, unfunded plan to
provide deferred compensation for a "select group of management
or highly compensated employees."  It is our intention this plan
be a Top-Hat Plan under ERISA 29 CFR 2520.104-24.


                           ARTICLE III
                           DEFINITIONS


3.1  Annual Return on Equity.  Annual Return on Equity is the
     amount equal to net income of Inland for a particular year,
     as determined under Generally Accepted Accounting
     Principles, divided by the average equity of Inland for the
     same year.

3.2  Basis Points.  The value of each Basis Point will equal one
     one-hundredth of one percent (.01%).

3.3  Board.  Board shall mean the Board of Directors for Inland
     Mortgage Corporation.

3.4  First Vesting Date.  First Vesting Date is the first January
     1 following the end of an Incentive Period.

3.5  Incentive Compensation Award.  Incentive Compensation Award
     is the number of Basis Points awarded to a participant by
     the Board. Those Basis Points will be multiplied by the Net
     Income for each year in the Incentive Period to create the
     Participant's annual accrual.
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3.6  Incentive Period.  An Incentive Period is a period of time
     during which the value of an award under the Plan to a
     Participant shall be determined.  The first Incentive Period
     is January 1, 1993 to December 31, 1994.  The second
     Incentive Period is January 1, 1993 to December 31, 1996.
     The third Incentive Period is January 1, 1995 to December
     31, 1998.  Each successive Incentive Period (after the third
     Incentive Period) shall begin on the January 1 two years
     following the beginning of the immediate previous Incentive
     Period and end on the fourth December 31 after its
     beginning.

3.7  Net Income.  Net Income as determined under Generally
Accepted Accounting Principles.

3.8  Participants.  Participants are those employees chosen to
     participate in the Plan by , and at the sole discretion of,
     the Board.  For each Incentive Period, the Board shall
     designate which employees shall participate in the Plan.

3.9  Plan Administrator.  Plan Administrator means the Company
     (Inland), except that the Administrator may appoint an
     individual, committee or an entity to carry out certain
     functions of the Administrator.

3.10 Retirement.  Retirement shall mean that date on or following
     the Participant's 65th birthday, when the participant ceases
     to be an employee of Inland.

3.11 Second Vesting Date.  Second Vesting Date is the second
     January 1 following the end of an Incentive Period.
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                           ARTICLE IV
                  INCENTIVE COMPENSATION AWARD

4.1  Calculation of Participant's Incentive Compensation Award.
     For each Participant with respect to an Incentive Period,
     the Participant's Incentive Compensation Award shall accrue
     annually and shall be the product of the Incentive
     Compensation Award (stated in number of Basis Points as
     determined by the Board) times the Net Income.

4.2  Award Threshold.  An Award with respect to an Incentive
     Period shall only be made to a Participant if the cumulative
     performance record of Inland for that Incentive Period
     exceeds a twelve percent (12%) average Annual Return on
     Equity.  The Award Threshold for any prospective Incentive
     Period may be established at any level according to the
     discretion of the Board.  If  the Award Threshold is changed
     by the Board, a written description of the change and its
     effective date shall be attached to the Plan and
     communicated in writing to the participants by the Plan
     Administrator.

4.3  Right to Receive Award.  Subject only to those exceptions
     set forth in this paragraph 4.3, Participant must continue
     employment with Inland through the last day of the Incentive
     Period in order to be entitled to receive any of the
     Participant's Incentive Compensation Award for such
     Incentive Period.  Nothing in this Plan in general or any of
     its provisions in particular is intended to constitute an
     offer of or be a guarantee of employment to the Participant.
     If a Participant's employment with Inland is terminated
     prior to the end of the Incentive Period for any reason
     other than death, disability or Retirement, Participant
     shall not be entitled to any payment of an Award related to
     that Incentive Period.  If a Participant's employment with
     Inland is terminated prior to the end of an Incentive Period
     due to death, disability or Retirement, Participant or the
     Participant's beneficiary or estate shall be entitled to
     receive payment of a prorated portion of the Participant's
     Award related to that Incentive Period.
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                            ARTICLE V
                             VESTING


An Award will vest fifty percent (50%) on the first January 1
(First Vesting Date)  following the end of an Incentive Period
and will become one hundred percent (100%) vested on the second
January 1 (Second Vesting Date) following the end of an Incentive
Period.  There are two exceptions to this vesting provision. (1)
For the first incentive period (the two year period from January
1, 1993, to December 31, 1994) vesting is immediate. (2) For the
first four year incentive period, beginning January 1, 1993 and
ending December 31, 1996, the participant will be fifty percent
(50%) vested on January 1, 1996 and will become one hundred
percent (100%) vested on January 1, 1997. A Participant must be a
full time employee of Inland continually in order for the
respective portion of an Award to become vested.  The termination
of a Participant's employment with Inland shall not affect the
vested status of Awards which were vested prior to such
termination of employment.

In the event of a Participant's Retirement , death or disability,
vesting shall accelerate immediately to one hundred percent
(100%) of the pro rata portion of the Incentive Period(s) during
which the Retirement, death or disability occurred and during
which Participant was a full time employee.  Vesting will
accelerate in the same manner if, upon sale or acquisition of
Inland, the Plan is terminated.


                           ARTICLE VI
                        PAYMENT OF AWARDS

6.1    Payment Options. At the beginning of an Incentive Period,
       each Participant for that Incentive Period shall
       irrevocably elect in writing and have delivered to the
       Plan Administrator, one of the payment options set forth
       below for any Award that may be accrued by Inland in such
       Participant's favor during the respective Incentive
       Period:

       (a) Payment in one lump sum within thirty (30) days after
            the time the Award is one hundred percent (100%)
            vested; or

       (b) Payment of the Award in a lump sum on the anniversary
            date of the date upon which such Award became one
            hundred percent (100%) vested, which anniversary date
            shall not be less than two (2) years after such one
            hundred percent (100%) vested date; or

       (c) Following Participant's retirement, payment via a
            lump sum cash payment in March of the next succeeding
            calendar year; or

       (d) Payment in ten (10) equal annual installments
           beginning in March of the calendar year following the
           calendar year in which the Participant retires; or
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       (e) Such additional methods of payment as the Board, in
            its sole discretion, may authorize.

If no election is made, Participant's Award shall be paid in a
lump sum within thirty (30) days after the date such Award
becomes fully vested.

6.2         Interest.  The unpaid portion with respect to any
        Award that is not paid out within ninety (90) days after
        such Award becomes one hundred percent (100%) vested,
        shall accrue interest at a rate equal to the Federal
        Reserve's consensus average prime rate as reflected in
        the Wall Street Journal and the Federal Reserve Bulletin,
        compounded quarterly.

6.3     Death Benefits.  If a Participant who has deferred
        payment of a one hundred percent (100%) vested Award dies
        before full payment of the Award, the unpaid balance of
        the Award, shall be paid in a lump sum to the
        Participant's beneficiary as designated in writing by the
        Participant on the Beneficiary Designation form or, if
        there is no beneficiary, to the Participant's estate
        within ninety (90) days after written proof of a
        Participant's death has been received by the Plan
        Administrator.

6.4          Termination.  If a Participant who has deferred
        payment of an Award under the Plan ceases to be employed
        by Inland for any reason other than death or Retirement,
        the Board may, in its sole discretion, pay the
        Participant's deferred vested Awards in a lump sum within
        ninety (90) days after the Participant's termination of
        employment with Inland.

                           ARTICLE VII
                       SOURCE OF BENEFITS

This Plan and the benefits payable hereunder shall be unfunded
and shall be payable only from the general assets of Inland.
Inland does not represent that a specific portion of its assets
will be used to provide the benefits hereunder.  The Participant
or beneficiaries shall not have any security interest in Inland.
Nothing contained herein shall be deemed to create a trust of any
kind or create any fiduciary relationship or obligation on the
part of or on behalf of any Participant.  To the extent that any
person acquires a right to receive payments from Inland under
this Plan, such rights shall be no greater than the right of any
unsecured general creditor of Inland.


                          ARTICLE VIII
                         ADMINISTRATION

The Plan shall be administered by the Board.  The Board shall
have the exclusive authority and responsibility for all matters
in connection with the operation and administration of the Plan.
The administration of the Plan shall include, but shall not be
limited to, the following:

          (a)  The  completion  and maintenance  of  all  records
               necessary in connection with the Plan;
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               (b)   Compliance  of the Plan with all  applicable
               laws and regulations

          (c)  Authorizing  the  payment  of  all  benefits   and
               expenses of the Plan as they become payable  under
               the Plan; and

          (d)  Authority  to  engage such legal, accounting,  and
               other professional services as appropriate .

Decisions by the Board shall be final and binding upon all
parties affected by the Plan, including the beneficiaries of
Participants.

The Board may delegate to a Plan Administrator  responsibility
for ordinary plan administration and responsibility for decisions
that the Board  may make or actions that it may take under the
terms of the Plan, subject to the Board's reserved right to
review such decisions or actions and modify them at the Board's
sole discretion.  Except as specifically provided herein, the
Board shall not allow any beneficiary of the Plan  to obtain
control over decisions or actions that affect that beneficiary's
Plan benefits.


                           ARTICLE IX
                          MISCELLANEOUS


9.1  Non-assignability  of  Benefits.  A  Participant's  benefits
     under  the  Plan  cannot be sold, transferred,  anticipated,
     assigned,  pledged, hypothecated, seized by  legal  process,
     subjected  to  claims of creditors in any way, or  otherwise
     disposed   of   by   a  Participant  or  the   Participant's
     beneficiaries.

9.2  Governing Law.  This Plan and any amendments shall be
     construed, administered, and governed in all respects in
     accordance with applicable federal law and the laws of the
     State of Indiana.

9.3  No  Right  of  Continued Employment.  Nothing in  this  Plan
     shall  confer upon any person the right to continue  in  the
     employ of Inland, or interfere in any way with the right  of
     Inland to terminate the person's employment at any time.

9.4  Withholding Taxes.  Inland shall withhold any taxes required
     by law to be withheld in connection with payment of an Award
     under  this Plan.  These withholdings will be made by Inland
     but  the  responsibility for paying taxes rests solely  with
     the Participants.
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                            ARTICLE X
               CLAIMS PROCEDURE IN CASE OF DISPUTE

10.1 Initial Claim.  Any Participant claiming an Award under this
     Plan (the "Claimant") shall present a claim in writing to
     the Chairman of the Board of Inland (the "Chairman").

10.2 Decision on Initial Claim.

     (a)  Time Period for Denial Notice.  A decision shall be
          made on the claim as soon as practicable and shall be
          communicated in writing by the Chairman to the Claimant
          within a reasonable period after receipt of the claim
          by the Chairman.  In no event shall the decision on an
          initial claim be given more than ninety (90) days after
          the date the claim was received by the Chairman, unless
          ,at the Chairman's sole discretion, an extension of
          time for processing is granted.  If there is an
          extension, the Claimant shall be notified of such
          within ninety (90) days of the date the claim was
          filed.  The extension notice shall indicate the reason
          for the extension .  The extension shall not exceed
          ninety (90) days from the end of the initial response
          period.

     (b)  Contents of Denial Notice.  If the claim is wholly or
          partially denied, the notice of denial shall indicate:

          (1)  The specific reasons for the denial;

               (2)   The  specific references to  pertinent  Plan
               provisions on which the denial is based;

          (3)  A description of additional material or
               information necessary for the Claimant to perfect
               the claim and an explanation of why such material
               or information is necessary; and

          (4)  An explanation of the Plan's claim review procedure as
               outlined in 10.3 and 10.4.
          
     (c)  Deemed Denied.  If written notice of the decision
          wholly or partially denying the claim has not been
          furnished within ninety (90) days after the claim is
          filed or there has been an extension and no notice of a
          decision is furnished by the end of the extension
          period, and if the claim has not been granted within
          such period, the claim shall be deemed denied as of the
          end of the ninety (90) day or one hundred eighty (180)
          day period for purposes of proceeding to the review
          stage described 10.3 and 10.4.

10.3 Review of Denied Claim.  If a Claimant receives a notice of
     denial or his or her claim is deemed denied pursuant to 10.2
     above, the Claimant may request a review of the claim.  The
     request for review is made by delivering or mailing a
     written request for review,
XXXPAGE 135XXX

     prepared by either the Claimant
     or his or her authorized representative, to the Board.  The
     Claimant's request for review must be made within 90 days of
     receipt of notice of denial or deemed denial   In no event
     shall the Claimant have less than ninety (90) days after
     receipt of the notice of denial to request review of the
     denial.  If the written request for review is not made on a
     timely basis, the Claimant shall be deemed to waive his or
     her right to review.  The Claimant or his or her duly
     authorized representative may, at or after the time of
     making the request, review all pertinent documents and
     submit issues and comments in writing.

10.4 Decision on Review.  A review shall be  made by the Board
     after receipt of a timely filed request for review.  A
     decision on review shall be made and furnished in writing to
     the Claimant.  The decision shall be made not later than
     sixty (60) days after receipt of the request for review.  If
     special circumstances require an extension of time for
     processing (such as the need to hold a hearing), a decision
     shall be made and furnished to the Claimant not later than
     one hundred twenty (120) days after such receipt.  If an
     extension is required, the Claimant shall be notified of
     such within sixty (60) days after the request for review was
     filed.  The written decision shall include the reasons for
     such decision with reference to the provisions of the Plan
     upon which the decision is based.  The decision shall be
     final and binding upon the Claimant and Inland and all other
     persons involved.  If the decision on review is not
     furnished within the applicable time period, the claim shall
     be deemed denied on review.

     The scope of any subsequent review of the benefit claim,
     judicial or otherwise, shall be limited to a determination
     as to whether the Board acted arbitrarily or capriciously in
     the exercise of its discretion.  In no event shall any such
     further review be on a de novo basis as the Board has
     discretionary authority to determine eligibility for
     benefits and to construe the terms of this Plan.


                           ARTICLE XI
                   AMENDMENTS AND TERMINATION

The Board has the power to terminate this Plan at any time or to
amend this Plan at any time and in any manner that it may deem
advisable.

This  Plan was approved by the Board on 14th day of May,1993  and
revised the 1st day of April 1995.
                               INLAND MORTGAGE CORPORATION

                               By: /s/ Matthew F. Souza
                               -------------------------
                               Name: Matthew F. Souza

                               Title: Secretary


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