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                                                                    EXHIBIT 10.1

                           BJ MORGAN BANCSHARES, INC.
                             1996 STOCK OPTION PLAN

I.       PURPOSE

The purpose of this 1996 Stock Option Plan (the "Plan") of BJ Morgan Bancshares,
Inc. (the "Corporation") is to encourage ownership in the Corporation by
executive officers and other employees of the Corporation's wholly-owned
subsidiary, First State Bank (the "Bank"), who are materially responsible for
the management or operation of the business of the Bank or provide valuable
services to the Bank, an opportunity to acquire the Corporation's Common Stock,
thereby providing them with an increased incentive to work for the success of
the Bank and better enabling the Bank to attract and retain capable executive
personnel. The effective date of this Plan is November 19, 1996 (the "Effective
Date"). This Plan will expire on December 31, 2001 and in no event will options
be granted under this Plan after such date.

II.      ADMINISTRATION OF THE PLAN

The Plan will be administered, construed and interpreted by the Corporation's
Board of Directors (the "Board"). The decision of a majority of the members of
the Board will constitute the decision of the Board, and the Board may act
either at a meeting at which a majority of the members of the Board is present
or by a written consent signed by all members of the Board. The Board will have
the sole, final and conclusive authority to determine, consistent with and
subject to the provisions of the Plan, the following:

         (a)      to whom options will be granted under the Plan ("Optionees");

         (b)      the date of grant when options will be granted under the Plan;

         (c)      the number of shares of common stock of the Corporation be
                  covered under each option;

         (d)      the exercise price per share to be paid upon the exercise of
                  each option;

         (e)      the period within which each option may be exercised; and

         (f)      the terms and conditions of any and all Option Agreements (as
                  hereinafter defined).

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

III.     ELIGIBILITY

Each executive officer or other employee of the Bank who in the opinion of the
Board is from time to time materially responsible for the management or
operation of the business of the Bank and/or

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provides valuable services to the Bank is eligible to participate in the Plan
and shall receive the options (an "Optionee") provided for in his Option
Agreement.

IV.      STOCK SUBJECT TO THE PLAN

                  A. Common Stock. The stock which is the subject of options
         granted under the Plan shall be the Corporation's authorized but
         unissued Common Stock ("Stock"). In connection with the issuance of
         shares of Stock under the Plan, the Corporation may utilize shares
         repurchased or otherwise.

                  B. Aggregate Amount. The total number of shares subject to
         options granted under the Plan shall not exceed nine thousand (9,000)
         shares of Stock (subject to adjustment under Article VII).

V.       TERMS, CONDITIONS AND FORM OF OPTIONS

Each option granted under the Plan shall be evidenced by a written agreement in
substantially the form attached hereto as Exhibit A (an "Option Agreement"),
which agreement shall comply with and be subject to the following terms and
conditions:

                  A. Non-Statutory Stock Options. All options granted under the
         Plan shall be non-statutory options not entitled to special tax
         treatment under Section 422A of the Internal Revenue Code of 1986, as
         amended to date and as may be further amended from time to time (the
         "Code").

                  B. Number of Option Shares. The number of shares of Stock
         subject to the Option Agreement shall be stated in the Option
         Agreement.

                  C. Transferability. Each option granted under the Plan by its
         terms shall not be transferable by the Optionee otherwise than by will
         or by the laws of descent and distribution, and shall be exercised
         during the lifetime of the Optionee only by such Optionee.

                  D. Term of Option. Unless otherwise provided in the Option
         Agreement, options become exercisable with respect to twenty-five
         (25.0%) of the shares granted in the Option Agreement immediately upon
         the grant of the options and the remaining shares become exercisable
         with respect to twenty-five percent (25.0%) of the shares granted in
         the Option Agreement on each of the next three (3) anniversaries of the
         date upon which they were granted; provided, however, that any option
         granted pursuant to the Plan shall become exercisable in full upon the
         death of the Optionee. Unless terminated earlier in accordance with the
         terms of the Plan or the applicable Option Agreement, each option shall
         terminate upon the expiration of seven (7) years after such option was
         granted.

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                  E. Manner of Exercise. Options may be exercised only by
         written notice to the Corporation, which notice must specify the date
         of the stock option and the number of shares of Stock covered by the
         exercise, accompanied by payment of the full consideration for the
         shares as to which they are exercised in cash (including check, bank
         draft or money order). An option may not be exercised for a fractional
         share.

                  F. Termination of Employment. All rights of an Optionee in an
         option, to the extent that such rights have not been exercised and have
         not otherwise expired, shall terminate immediately upon the termination
         of his services as a full-time employee of the Bank for any reason
         other than the death of the Optionee. The foregoing notwithstanding,
         any option granted to an Optionee under the Plan may be exercised (in
         full and without regard to any vesting requirements) by the personal
         representative of the Optionee's estate or by the person or persons to
         whom the option is transferred pursuant to the Optionee's will or in
         accordance with the laws of descent and distribution at any time prior
         to the earlier of the one (1) year after the date of the Optionee's
         death or the original expiration date of such option; upon the earlier
         of such events the option shall terminate.

VI.      NO RIGHT TO CONTINUE AS AN EMPLOYEE

Neither the Plan nor the granting of an option nor any other action taken
pursuant to the Plan shall constitute or be evidence of any agreement or
understanding, express or implied, that the Bank (or the Corporation) will
retain an Optionee as an employee for any period of time or at any particular
rate of compensation.

VII.     ADJUSTMENT TO STOCK

In the event any change is made to the Stock subject to the Plan or subject to
any outstanding option granted under the Plan (whether by reason of merger,
consolidation, reorganization, recapitalization, stock dividend, stock split,
combination of shares, exchange of shares, change in corporate structure or
otherwise), then appropriate adjustments shall be made to the maximum number of
shares that may be the subject of options granted under the Plan and the number
of shares and price per share of stock subject to outstanding options. The grant
of options under the Plan shall not affect the right of the Corporation to
adjust, reclassify, reorganize or otherwise change its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets.

VIII.    EFFECTS OF CHANGE OF CONTROL

Upon the occurrence of a Change in Control, all options granted under the Plan
will become fully exercisable (in full and without regard to any vesting
requirements). For these purposes, "Change in Control" means any one of the
events specified in the following clauses (i) through (iv) occurring after the
date of the grant of an option under the Plan:

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         (i) Any third person, including a "group" as defined in Section
         13(d)(3) of the Securities Exchange Act of 1934, as amended, will
         become the beneficial owner of 45.0% or more of the total number of
         shares of the Corporation's outstanding capital stock or the Bank's
         outstanding capital stock;

         (ii) As a result of, or in connection with, any cash business
         combination, sale of assets or contested election, or combination of
         the foregoing, the persons who were directors of the Corporation will
         cease to constitute a majority of the Board;

         (iii) The shareholders of the Corporation will approve an agreement
         providing either for a transaction in which the Corporation will cease
         to be an independent corporation or for the sale or other disposition
         of all or substantially all the assets of the Corporation or the Bank;
         or

         (iv) With respect to any period of two consecutive years commencing
         with or after the date of grant of an option, individuals, who at the
         beginning of such period constitute the Board, cease for any reason to
         constitute at least a majority thereof, unless the election of each
         Director who was not a Director at the beginning of such period has
         been approved in advance by Directors representing at least two-thirds
         of the Directors at the beginning of such period.

IX.      TAX WITHHOLDING

Where the Optionee or another person is entitled to receive Stock pursuant to
the exercise of an option, the Corporation will have the right to require the
Optionee or such other person to pay to the Corporation the amount of any taxes
which the Corporation or the Bank is required to withhold with respect to such
Stock.

X.       AMENDMENT AND TERMINATION OF THE PLAN

The Board may suspend, discontinue or terminate the Plan or revise or amend it
in any respect whatsoever; provided that any such action shall not negatively
affect any of the rights under any then-outstanding option.

XI.      USE OF PROCEEDS

The cash proceeds received by the Corporation from the issuance of shares
pursuant to options under the Plan shall be used for general corporate purposes.

XII.     ADMINISTRATION

The Plan shall be self-administered. However, ministerial actions and duties
shall be performed by the President of the Corporation, who has authority to
execute and deliver options to Optionees and to execute and deliver all such
other instruments, and to take all other actions and to make all other

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determinations, not inconsistent with this Plan, that he may deem, in his sole
discretion, necessary or desirable.

XIII.    DELIVERY AND REGISTRATION OF STOCK

The Corporation's obligation to deliver shares with respect to an option shall,
if the President so requests, be conditioned upon the receipt of a
representation as to the investment intention of the participant to whom such
shares are to be delivered, in such form as the President shall determine to be
necessary or advisable to comply with the provisions of the Securities Act of
1933, as amended, or any other federal, state or local securities legislation.
It may be provided that any representation requirement shall become inoperative
upon a registration of the shares or other action eliminating the necessity of
such representation under such Securities Act or other securities legislation.
The Corporation shall not be required to deliver any shares under the Plan prior
to the completion of such registration or other qualification of such shares
under any state or federal law, rule or regulation, as the President shall
determine to be necessary or advisable.

XIV.     GOVERNING LAW

The Plan and all determinations made and actions taken pursuant hereto shall be
governed by the laws of the State of Indiana and construed accordingly.



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