Exhibit 10(7)
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                               CNB BANCSHARES, INC.

                            1999 STOCK INCENTIVE PLAN


1.   PURPOSE

     The  purpose  of  the  CNB Bancshares, Inc. 1999 Stock Incentive Plan is to
provide  incentives  and rewards for key Employees and non-Employee Directors of
the  Corporation  and  its  Subsidiaries  (i)  to  support  the execution of the
Corporation's  business  strategies  and  the  achievement of its goals, (ii) to
associate  the  interests of key Employees and non-Employee Directors with those
of  the  Corporation's  stockholders  and  (iii)  to  help provide a competitive
compensation  program that will enable the Corporation to attract and retain the
highest  quality  Employees  and  non-Employee  Directors.


2.   DEFINITIONS

    (a) "Award" includes, without limitation, stock options (including incentive
stock  options  under  Section 422 of the Code), stock appreciation rights,
performance  share  or unit awards, dividend or equivalent rights, stock awards,
restricted  share or unit awards, or other awards that are valued in whole or in
part  by reference to, or are otherwise based on, the Corporation's Common Stock
("other Common Stock-based Awards"), all on a stand alone, combination or tandem
basis,  as  described  in  or  granted  under  this  Plan.

    (b) "Award  Summary"  means  a  written  summary setting forth the terms and
conditions  of  each  Award  made  under  this  Plan.

    (c) "Board" means the Board of Directors of the Corporation.

    (d) "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

    (e) "Committee"  means the Compensation and Corporate Structure Committee of
the Board or such other committee of the Board as may be designated by the Board
from   time   to   time   to   administer  this Plan; provided, however, that no
person  may  serve  on  the  Committee  who   would  not  be  considered  (i)  a
"non-employee  director"  within the meaning of Rule 16b-3 promulgated under the
Exchange  Act,  and  (ii)  an  "outside  director" within the meaning of Section
162(m)  of  the  Code.

    (f) "Common Stock" means the $1.00 stated value Common Stock of the
Corporation.

    (g) "Corporation" means CNB Bancshares, Inc., an Indiana corporation.

    (h) "Director"  means  a  non-Employee  director  of  the  Corporation.  For
purposes  of  Awards  granted pursuant to Section 7(b) only, the term "Director"
may,  at  the  discretion  of  the  Committee,  include  directors  and advisory
directors  of  Subsidiaries.

    (i) "Employee" means an employee of the Corporation or a Subsidiary.

    (j) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

    (k) "Fair  Market  Value" means the fair market value of the Common Stock as
of  the  date  on  which  a  determination  is  to be made, as determined by the
Committee.

    (l) "Participant" means a key Employee who has been granted an Award under
this Plan.

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    (m) "Plan" means this CNB Bancshares, Inc. 1999 Stock Incentive Plan.

    (n) "Plan Year" means a twelve-month period beginning with January 1 of each
year.

    (o) "Subsidiary"  means any corporation or other entity, whether domestic or
foreign,  in  which  the  Corporation  has or obtains, directly or indirectly, a
proprietary interest of more than 50% by reason of stock ownership or otherwise.


3.   ELIGIBILITY

     Awards  may  be granted from time to time to key Employees as determined by
the  Committee  in  its  discretion.  Awards  consisting  of non-qualified stock
options  shall  be  granted  to  Directors  in accordance with Section 7 hereof.


4.   PLAN ADMINISTRATION

    (a) This  Plan  shall be administered by the Committee.  The Committee shall
periodically  make determinations with respect to the participation of Employees
and directors and advisory directors of Subsidiaries in this Plan and, except as
otherwise  required  by  law  or  this Plan, the grant terms of Awards including
vesting  schedules, price, length of relevant performance, restriction or option
period,  dividend  rights,  post-retirement   and  termination  rights,  payment
alternatives  such  as  cash, stock, contingent awards or other means of payment
consistent  with  the purposes of this Plan, and such other terms and conditions
as  the  Committee  deems appropriate.  Awards may be granted as replacements of
Awards  outstanding  under  the  Plan  or  under  previous stock incentive plans
maintained  by  the  Corporation.

    (b) The  Committee  shall  have  authority  to  interpret  and  construe the
provisions of this Plan and the Award Summaries and make determinations pursuant
to   any  Plan  provision or Award Summary which shall be  final and  binding on
all  persons.  No  member  of  the  Committee  shall be liable for any action or
determination  made  in  good  faith,  and  the  members  shall  be  entitled to
indemnification  and  reimbursement  in the manner provided in the Corporation's
Articles  of  Incorporation,  as  it  may  be  amended  from  time  to  time.

    (c) The  Committee may designate persons other than its members to carry out
its  responsibilities  under such conditions or limitations as it may set, other
than  its  determinations with respect to the participation of Employees in this
Plan  and  its  authority with regard to the Awards granted to Employees who are
officers  and  directors  of  the  Corporation for purposes of Section 16 of the
Exchange  Act.


5.   STOCK SUBJECT TO PROVISIONS OF PLAN

    (a) The  stock  subject  to  the  provisions of this Plan shall be shares of
authorized  but unissued Common Stock.  Subject to adjustment in accordance with
the  provisions  of  Section  11 hereof, and subject to Section 5(c) and Section
6(b)  hereof, the total number of shares of Common Stock available for grants of
Awards in any Plan Year shall not exceed 1.5% of the outstanding Common Stock as
reported   in   the   Corporation's   Annual Report  on Form 10-K for the fiscal
year  ending  immediately  prior  to  such  Plan  Year.

    (b) The  exercise of an option or stock appreciation right granted in tandem
therewith will reduce proportionately the amount of shares subject to the tandem
stock   appreciation  right or  option and  any shares ceasing to be subject  to
the  related  option or stock appreciation right because of such reduction shall
not  increase  the  number of shares of Common Stock available for future Awards
granted  under  this  Plan.  The grant of a performance or restricted share unit
Award  shall  be deemed to be equal to the maximum number of shares which may be
issued  under  the Award and where the value of an Award is variable on the date
it  is  granted,  the  value  shall  be  deemed  to  be  the

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maximum  limitation of the Award.  Awards payable solely in cash will not reduce
the  number  of  shares  available  for  Awards  granted  under  this  Plan.

    (c) There  shall  be  carried forward and be available for Awards under this
Plan  in  succeeding Plan Years, in addition to shares available for grant under
Section  5(a),  all  of  the following:  (i) any unused portion of the limit set
forth  in  Section 5(a) for a prior Plan Year; (ii) shares represented by Awards
which   are  forfeited,   surrendered,  terminated,  paid   in  cash  or  expire
unexercised;  and  (iii) the excess amount of variable Awards which become fixed
at  less  than  their  maximum  limitations.

    (d) The maximum number of shares of Common Stock underlying stock options
and stock appreciation rights which are granted to any one Participant during
one calendar year shall be 150,000 shares.


6.   AWARDS TO EMPLOYEES UNDER PLAN

     As  the  Committee  may  determine, the following types of Awards and other
Common  Stock-based  Awards  may  be  granted  under this Plan on a stand alone,
combination  or  tandem  basis:

    (a) Non-Qualified Stock Option.  A right to buy a specified number of shares
of   Common   Stock  at  a fixed exercise price  during a specified time, all as
the  Committee  may  determine;  provided  that the exercise price of any option
shall  not be less than 100% of the Fair Market Value of the Common Stock on the
date  of  grant  of  the  Award.

    (b) Incentive  Stock  Option.  A  right, in the form of a stock option which
shall  comply  with the requirements of Section 422 of the Code or any successor
Section  as  it  may  be amended from time to time, to buy a specified number of
shares of Common Stock at a fixed exercise price during a specified time, all as
the  Committee  may determine;  provided that  the exercise price of any  option
shall  not be less than 100% of the Fair Market Value of the Common Stock on the
date  of  grant  of  the  Award.  Subject  to  adjustment in accordance with the
provisions  of  Section  11  hereof, the aggregate number of shares which may be
subject  to  incentive  stock  option  Awards  under  this Plan shall not exceed
2,000,000  shares,  subject  in  any  Plan  Year to the limitations of Section 5
hereof.

    (c) Stock  Appreciation Right.  A right to receive in cash the excess of the
Fair  Market Value of a share of Common Stock on the date the stock appreciation
right  is exercised over the Fair Market Value of a share of Common Stock on the
date  the  stock  appreciation  right  was  granted.

    (d) Restricted  and  Performance  Shares.  A  transfer  of Common Stock to a
Participant,  subject  to  such  restrictions  on transfer or other incidents of
ownership,  or  subject  to specified performance standards, for such periods of
time  as  the  Committee  may  determine.

    (e) Restricted  and  Performance  Share  Unit.  A fixed or variable share or
dollar  denominated  unit subject to such conditions of vesting, performance and
time of payment as the Committee may determine, which unit may be paid in Common
Stock,  cash  or  a  combination  of  both.

    (f) Dividend  or  Equivalent  Right.  A  right to receive dividends or their
equivalent  in  value  in  Common  Stock,  cash or in a combination of both with
respect  to  any  new  or  previously  existing  Award.

    (g) Stock Award.  An unrestricted transfer of ownership of Common Stock.

    (h) Other  Stock-Based  Awards.  Other  Common  Stock-based Awards which are
related to or serve a similar function to those Awards set forth in this Section
6.

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7.   AWARDS TO DIRECTORS UNDER PLAN

    (a) On  the first business day following the Corporation's Annual Meeting of
Shareholders  (commencing  with  the  1999 Annual Meeting), each person elected,
reelected  or continuing as a Director shall automatically receive non-qualified
stock  options to purchase 1,000 shares of Common Stock (as adjusted pursuant to
Section  11  hereof).

    (b) Prior  to  the  beginning of  any fiscal year, the Committee, subject to
Board approval, may permit each Director to elect to receive non-qualified stock
options in lieu of all or a portion of the Director  fees which would  otherwise
be payable to the  Director during  such fiscal  year.  Options will be  granted
pursuant  to  this  paragraph (b) at  the  time  a cash  payment of  fees  would
otherwise become payable to the Director during the fiscal year.

    (c) The Board, at its discretion, may issue additional non-qualified stock
options to Directors.

    (d) If legal counsel to the Corporation determines that, on the date options
would  otherwise  be  granted to  Directors, the  Corporation  is in  possession
of  material  non-public information concerning its affairs, such grant shall be
delayed  until  the  third  day  on  which  trading  occurs following the public
dissemination  of  such  information  or the date of an event which renders such
information  immaterial.

    (e) The terms of the non-qualified stock options granted to  Directors under
Section 7(a) shall be as follows:

        (i)    Unless otherwise  specifically  provided  below or in  the  Award
Summary, each non-qualified  stock option shall expire  on the date which is ten
years after the date of grant.

        (ii)   The non-qualified stock options shall be exercisable beginning on
the second anniversary of the date of grant.

        (iii)  If  an  optionee's  status as a Director ceases for reasons other
than  termination  on or after attaining age fifty-five, death or disability (as
defined  in  Section 22(e)(3) of the Code) the non-qualified stock options shall
terminate  three  months  after  the  date  of the termination of the optionee's
status  as  a  Director.

        (iv)   If an optionee's  status  as a Director ceases due to termination
on or after attaining age fifty-five or disability (as defined  in Section 22(e)
(3) of the Code) the non-qualified stock options shall terminate two years after
the date of the termination of the optionee's status as a Director.

        (v)    If  an  optionee  dies  while  serving  as  a  Director, the non-
qualified stock options shall terminate two  years  after  the  date  of  death.

        (vi)   The  per share purchase price of each share of Common Stock which
is  subject to a non-qualified stock option under this Section 7(a) shall be the
fair market value of a share of Common Stock on the date of grant.  For purposes
of  this  paragraph  (vi),  "fair market value" shall mean the per share closing
price  as  reported in the Wall Street Journal (Midwest Edition).  If there were
no  sales  of  Common Stock on the date of grant, "fair market value" shall mean
the  per  share  closing  price on the next preceding date on which such selling
prices  were  recorded.

    (f) The  terms  of the  non-qualified stock  options  granted  to  Directors
under  Sections  7(b)  and  7(c) will be determined by the Committee, subject to
Board  approval.

8.   AWARD SUMMARIES

     Each  Award  under  this  Plan  shall  be  evidenced  by  an Award Summary.
Delivery  of  an  Award Summary to each Participant or Director, as the case may
be,  shall  constitute  an  agreement,  subject to Section 9 hereof, between the
Corporation and the Participant or Director, as the case may be, as to the terms
and  conditions  of  the  Award.

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9.   OTHER TERMS AND CONDITIONS

    (a) Assignability.  Except  as  otherwise  provided below, no Award shall be
assignable  or   transferable  except  by  will  or  the  laws  of  descent  and
distribution and, during the lifetime of a Participant or  Director,  the  Award
shall be exercisable only by such Participant or Director or such  Participant's
or Director's guardian, legal representative.  The Committee, in its discretion,
may  permit a  Participant  or  Director,  during their  lifetime, to transfer a
non-qualified stock option, for no consideration,  to or for the  benefit of the
Participant's or Director's immediate family (including  a trust for the benefit
of the Participant's or Director's immediate  family)  or to  a  partnership  or
limited liability company for  one or  more  members  of  the  Participant's  or
Director's immediate family),  subject  to  such  limits  as  the  Committee may
establish, and the  transferee  shall  remain  subject  to  all  the  terms  and
conditions applicable  to the Option prior to such transfer.  Any vesting period
applicable to such option  shall, however,  continue  to be measured in terms of
the Participant's employment by or the Director's service to  the Corporation or
its Subsidiaries.  The term "immediate family" shall mean  the  Participant's or
Director's spouse, parents, children, stepchildren, adoptive  children, sisters,
brothers and grandchildren (and, for these  purposes,  shall  also  include  the
Participant or Director).

    (b) Termination of Employment. The Committee shall determine the disposition
of  the grant  of  each  Award in  the  event  of  disability,  death  or  other
termination of a Participant's employment.

    (c) Rights as a Stockholder.  A Participant or Director shall have no rights
as  a stockholder with respect to shares covered by  an  Award  until  the  date
the  Participant  or  Director  or  their  respective nominee, guardian or legal
representative  is  the holder of record of such shares.  No adjustment shall be
made  for  cash  dividends or other rights for which the record date is prior to
such  date.

    (d) No  Obligation  to  Exercise.  The  grant  of  an  Award shall impose no
obligation  upon  the  Participant  or  Director  to  exercise  the  Award.

    (e) Exercise  of  Options.  Options granted under this Plan that have vested
under  the terms of the Award may be exercised, in whole or in part, at any time
during  the  option term by giving written notice of exercise to the Corporation
specifying  the  number  of  shares  of Common Stock subject to the option to be
exercised  and  by  making  payment of the exercise price in accordance with the
terms  of  the  Award.

    (f) Payments by Participants or Directors.  The Committee may determine that
Awards   for   which a payment  is due from a Participant or a Director  may be
payable:  (i)  in  U.S.  dollars  by  personal  check, bank draft or money order
payable  to  the  order of the Corporation, by money transfers or direct account
debits; (ii) through the delivery or deemed delivery based on attestation to the
ownership  of  shares of Common Stock held by the payor for at least six months,
with  a Fair Market Value equal to the total payment due; (iii) by a combination
of  the  methods  described  in  (i)  and  (ii)  above;  (iv)  in  the case of a
non-qualified  stock  option,  by  authorizing  a  third party to sell shares of
Common  Stock  (or a sufficient portion of the shares) acquired upon exercise of
the  option  and  remit  to  the  Corporation  a  sufficient portion of the sale
proceeds to pay the entire exercise price and any tax withholding resulting from
such  exercise,  or  (v)  by  such  other  methods  as  the  Committee  may deem
appropriate.

    (g) Withholding.  Except  as  otherwise  provided  by the Committee, (i) the
deduction  of withholding and any other taxes required by law shall be made from
all  amounts  paid in cash, and (ii) in the case of payments of Awards in shares
of  Common  Stock,  a number of shares the Fair Market Value of which equals the
amount  required  to  be  withheld  shall  be  deducted  from  the payment.  The
Committee  may  provide  for  shares  of  Common  Stock  to  be withheld for tax
withholding  purposes in excess of the required minimum amount but not in excess
of  a  Participant's  or  Director's  maximum  marginal  tax  rate.

    (h) Payments  by  Corporation.  Awards may be settled through cash payments,
the  delivery  of shares of Common Stock, the granting of replacement Awards, or
combination  thereof  as  the  Committee shall determine.  Any Award settlement,
including payment deferrals, may be subject to such conditions, restrictions and
contingencies as the Committee may provide in the terms of the Awards.  The
Committee  may  permit  or require the deferral of any Award payment, subject to
such  rules and procedures as it may establish, which may include provisions for
the  payment  or  crediting  of  interest,  or  dividend  equivalents, including
converting  such  credits  into  deferred  Common

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Stock  equivalents.  Notwithstanding the above, no Award will be settled in cash
if  such  payment  would make a transaction involving the Corporation ineligible
for  pooling  of  interests  accounting  under  APB  No.  16.


10.  AMENDMENTS

     The  Board may alter, amend, suspend or discontinue this Plan to the extent
permitted  by  law; provided, however, that no alteration, amendment, suspension
or  discontinuance of this Plan shall adversely affect any right acquired by any
Participant  or  Director  under  an  Award  granted  before  the  date  of such
alteration,  amendment,  suspension  or  discontinuance  of this Plan.  Any such
action  of  the  Board  may  be  taken without the approval of the Corporation's
stockholders,  but  only  to  the  extent  that such stockholder approval is not
required  by applicable law or regulation, including specifically Section 422 of
the  Code  and  the  rules or policies of the New York Stock Exchange or, if the
Common  Stock  is  not  then  traded on the New York Stock Exchange, then of the
primary  exchange  or  trading  system on which the Common Stock is then traded.


11.  RECAPITALIZATION

     The  aggregate  number  of shares of Common Stock as to which Awards may be
granted  hereunder,  the  number  of  shares thereof covered by each outstanding
Award,  and  the  price  per  share  thereof  in  each  such Award, shall all be
proportionately  adjusted  for  any increase or decrease in the number of issued
shares  of  Common Stock resulting from a subdivision or consolidation of shares
or  other  capital  adjustment,  or  the  payment  of  a stock dividend or other
increase  or  decrease in such shares, effected without receipt of consideration
by the Corporation, or other change in corporate or capital structure; provided,
however,  that any fractional shares resulting from any such adjustment shall be
eliminated.  The  Committee  shall  make  the  foregoing  changes  and any other
changes, including changes in the classes of securities available, to the extent
necessary  or  desirable  to preserve the intended benefits of this Plan for the
Corporation  and  the  Participants  and  Directors  in  the  event of any other
reorganization, recapitalization, merger, consolidation, spin-off, extraordinary
dividend  or  other  distribution  or  similar  transaction.


12.  NO RIGHT TO EMPLOYMENT

     No  person  shall  have  any claim or right to be granted an Award, and the
grant of an Award shall not be construed as giving a Participant or Director the
right  to  be  retained  in  the employ of the Corporation or a Subsidiary.  The
Corporation  and each Subsidiary further expressly reserve the right at any time
to  dismiss a Participant free from any liability, or any claim under this Plan,
except  as  provided  herein  or  in  any  Award  Summary  issued  hereunder.


13.  CHANGE OF CONTROL

    (a) Notwithstanding  anything contained in this Plan or any Award Summary to
the  contrary,  in  the  event  of  a  Change  of Control, as defined below, the
following  shall occur with respect to any and all Awards outstanding as of such
Change  of  Control:

        (i)     automatic maximization of performance  standards,  lapse  of all
restrictions  and  acceleration  of  any  time periods relating to the exercise,
realization  or  vesting  of  such Awards so that such Awards may be immediately
exercised,  realized  or  vested in full on or before the relevant date fixed in
the  Award  Summary;

        (ii)   performance shares or performance units shall be paid entirely in
cash; and

        (iii)  upon  exercise  of  a  non-qualified stock option or an incentive
stock  option (collectively an "Option") during the 60-day period from and after
the  date  of  a  Change  of Control, the Director or Participant exercising the
Option  may  in  lieu  of  the  receipt of Common Stock upon the exercise of the
Option,  elect by written notice to the Corporation to receive an amount in cash
equal  to  the excess of the aggregate Value (as defined below) of the shares of
Common  Stock  covered  by  the  Option  or  portion  thereof  surrendered

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determined  on  the  date  the  Option is exercised, over the aggregate exercise
price  of  the  Option  (such  excess  is  referred  to herein as the "Aggregate
Spread");  As  used in this Section 13(a)(iii) the term "Value" means the higher
of (i) the highest Fair Market Value during the 60-day period from and after the
date  of a Change of Control, and (ii) if the Change of Control is the result of
a  transaction or series of transactions described in paragraphs (i) or (iii) of
the  definition  of  Change  of  Control set forth in Section 13(b), the highest
price  per  share  of the Common Stock paid or to be paid in such transaction or
series  of transactions (which in the case of paragraph (i) shall be the highest
price per share of the Common Stock as reflected in a Schedule 13D by the person
having  made  the  acquisition).  Notwithstanding  the  foregoing,  if any right
granted pursuant to this clause (iii) would make a Change of Control transaction
ineligible  for  pooling  of  interests accounting under APB No. 16 that but for
this  clause  (iii)  would  otherwise be eligible for such accounting treatment,
Common  Stock  (having  a  Fair Market Value equal to the cash otherwise payable
hereunder)  shall  be  substituted  for  the  cash  payable  hereunder.

    (b) A "Change  of  Control"  of the  Corporation  shall  be  deemed  to have
occurred upon the happening of any of the following events:

        (i)    the  acquisition,  other  than   from  the  Corporation,  by  any
individual,  entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)
of  the  Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3
promulgated  under  the  Exchange  Act)  of  20%  or  more  of  either  the then
outstanding  shares  of  Common  Stock of the Corporation or the combined voting
power  of  the then outstanding voting securities of the Corporation entitled to
vote  generally  in  the election of directors, but excluding, for this purpose,
any  such  acquisition  by  the  Corporation  or any of its Subsidiaries, or any
employee benefit plan (or related trust) of the Corporation or its Subsidiaries,
or  any corporation with respect to which, following such acquisition, more than
60%  of,  respectively,  the  then  outstanding  shares  of common stock of such
corporation  and  the  combined  voting  power  of  the  then outstanding voting
securities  of  such  corporation  entitled to vote generally in the election of
directors  is  then  beneficially  owned,  directly  or  indirectly,  by  all or
substantially  all  of  the  individuals  and  entities  who were the beneficial
owners,  respectively,  of  the  Common  Stock  and  voting  securities  of  the
Corporation  immediately  prior  to  such  acquisition in substantially the same
proportion  as  their  ownership,  immediately prior to such acquisition, of the
then  outstanding  shares  of  Common  Stock  of the Corporation or the combined
voting  power  of  the  then  outstanding  voting  securities of the Corporation
entitled  to  vote  generally  in the election of directors, as the case may be;

        (ii)   individuals  who, as of the date hereof, constitute the Board (as
of  the date hereof the "Incumbent Board") cease for any reason to constitute at
least  a majority of the Board, provided that any individual becoming a director
subsequent  to the date hereof whose election, or nomination for election by the
Corporation's shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though such
individual  were  a  member  of  the  Incumbent  Board,  but excluding, for this
purpose, any such individual whose initial assumption of office is in connection
with  an  actual  or threatened election contest relating to the election of the
directors  of  the  Corporation  (as  such  terms  are  used  in  Rule 14a-11 of
Regulation  14A  promulgated  under  the  Exchange  Act);  or

       (iii)   approval   by  the   stockholders   of   the  Corporation   of  a
reorganization,  merger  or consolidation of the Corporation, in each case, with
respect  to  which  all or substantially all of the individuals and entities who
were  the respective beneficial owners of the Common Stock and voting securities
of  the  Corporation  immediately   prior  to  such  reorganization,  merger  or
consolidation  do  not,  following such reorganization, merger or consolidation,
beneficially  own,  directly  or indirectly, more than 60% of, respectively, the
then  outstanding  shares  of  Common Stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election of
directors,  as  the  case  may  be,  of  the  corporation  resulting  from  such
reorganization,   merger  or   consolidation,  or  a  complete   liquidation  or
dissolution  of  the  Corporation  or of the sale or other disposition of all or
substantially  all  of  the  assets  of  the  Corporation.

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14.  GOVERNING LAW

     To the extent that federal laws do not otherwise control, this Plan and the
Awards  issued  hereunder  shall be construed in accordance with and governed by
the  law of the State of Indiana to the extent not inconsistent with Section 422
of  the  Code  and  regulations  issued  thereunder.


15.  SAVINGS CLAUSE

     This  Plan  is  intended  to  comply in all aspects with applicable law and
regulation, including, with respect to the Directors and those Employees who are
officers or directors for purposes of Section 16 of the Exchange Act, Rule 16b-3
promulgated  by  the Exchange Act.  In case any one or more of the provisions of
this  Plan  shall be held invalid, illegal or unenforceable in any respect under
applicable law and regulation (including Rule 16b-3), the validity, legality and
enforceability  of  the remaining provisions shall not in any way be affected or
impaired  thereby  and  the invalid, illegal or unenforceable provision shall be
deemed  null  and void; however, to the extent permissible by law, any provision
which  could  be  deemed  null and void shall first be construed, interpreted or
revised retroactively to permit this Plan to be construed in compliance with all
applicable  laws (including Rule 16b-3) so as to foster the intent of this Plan.


16.  SUCCESSORS

     Awards  issued  under  the  Plan  should  be binding upon, and inure to the
benefit  of, the Corporation and its successors and assigns, and upon any person
acquiring,  whether  by  merger, consolidation, purchase of assets or otherwise,
all  or  substantially  all  of  the  Corporation's  assets  and  business.


17.  EFFECTIVE DATE AND TERM

     The  effective date of this Plan is March 16, 1999, subject to its approval
by the stockholders of the Corporation at the annual meeting to be held on April
21,  1999,  or  any adjournment thereof.  This Plan shall remain in effect until
March  15,  2009  unless  terminated  earlier  by  the  Board.




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