AMENDED AND RESTATED
                   CENTRAL NEWSPAPERS, INC.
                   STOCK COMPENSATION PLAN


      1.  Purpose.  The purpose of the Central Newspapers, Inc.
Stock Option Plan (the "Plan") is to provide to certain key employees
and non-employee directors of Central Newspapers, Inc. (the
"Corporation") and other key employees of any of the 50% or greater
owned subsidiaries of the Corporation or 50% or greater owned
subsidiaries of a 50% or greater owned subsidiary of the Corporation
(individually a "Subsidiary" and collectively the "Subsidiaries") who are
materially responsible for the management or operation of the business
of the Corporation or a Subsidiary, a favorable opportunity to acquire
Class A Common Stock without par value of the Corporation
("Common Stock"), thereby providing them with an increased incentive
to work for the success of the Corporation and the Subsidiaries and
better enabling the Corporation and the Subsidiaries to attract and retain
capable executive personnel.  The three means by which an individual
may acquire Common Stock are:

          (a)  the grant to a key employee of an option to
     acquire shares of Common Stock (an "Option") in accordance
     with Section 5 or Section 8;

          (b)  the award to a key employee of shares of
     Common Stock without the payment of consideration therefor
     (an "Award") in accordance with Section 6 or Section 8; and

          (c)  the grant to a member of the Board of Directors
     of the Corporation who is not employed by the Corporation (an
     "Outside Director") of an option to acquire shares of Common
     Stock (a "Director Option") in accordance with Section 7.

      2.  Administration of the Plan.  The Plan shall be
administered, construed and interpreted by a committee (the
"Committee"), consisting of at least two (2) members of the Board of
Directors of the Corporation qualify as a "Non-Employee Director" as
that term is defined under Rule 16b-3(b)(3) (as the same may be
amended from time to time) promulgated under Section 16 of the
Securities Exchange Act of 1934, as amended, and who shall be
designated from time to time by the Board of Directors of the
Corporation.  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.  The Committee shall have the sole,
final and conclusive authority to determine, consistent with and subject
to the provisions of the Plan:

          (a)  the individuals (the "Optionees") to whom Options
     or successive Options shall be granted under the Plan;

          (b)  the individuals ("Recipients") to whom Awards
     shall be granted under the Plan;

          (c)  the time when Options and/or Awards shall be
     granted hereunder;

          (d)  the number of shares of Common Stock of the
     Corporation to be covered under each Option;

          (e)  the number of shares of Common Stock of the
     Corporation to be awarded under each Award;

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

          (g)  the period within which each Option may be
     exercised;

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

          (i)  the terms and conditions of the respective option
     agreements by which Options granted shall be evidenced; and

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

The Committee shall also have authority to prescribe, amend and
rescind rules and regulations relating to the Plan and to make all other
determinations necessary or advisable in the administration of the Plan.

     Those members of the Committee who are currently "outside
directors" as defined in Prop. Reg.  1.162-27(e)(3) shall constitute a
subcommittee (the "Incentive Compensation Subcommittee") which
shall administer and interpret the provisions of Section 8 of this Plan. 
In the event that there are, at any time, fewer than two members of the
Incentive Compensation Subcommittee, the Board of Directors shall
appoint, from its remaining members, one or more additional Incentive
Compensation Subcommittee members so that the Incentive
Compensation Subcommittee shall include at least two "outside
directors" as defined in Prop. Reg.  1.162-27(e)(3).

      3.  Eligibility.  The Committee may, consistent with the
purposes of the Plan, grant Options or make Awards to officers and
other key employees of the Corporation 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 Corporation or
of a Subsidiary; provided, however, that in no event may any employee
who owns (after application of the ownership rules in  425(d) of the
Internal Revenue Code of 1986, as amended, and any rules or
regulations promulgated thereunder (the "Code")) shares of stock
possessing more than 10% of the total combined voting power of all
classes of stock of the Corporation be granted an incentive stock option
hereunder unless, at the time such incentive stock option is granted, the
option price is at least 110% of the fair market value of the Common
Stock subject to the incentive stock option and such incentive stock
option by its terms is not exercisable after the expiration of five (5) 
years from the date such incentive stock option is granted.  Subject to
the provisions of Section 4 hereof, an individual who has been granted
an Option or Award under the Plan, if otherwise eligible, may be
granted additional Options or Awards if the Committee shall so
determine.

      4.  Stock Subject to the Plan.  There shall be reserved for
issuance upon the exercise of Options granted, or for the purpose of
making Awards, under the Plan, three million (3,000,000) shares of the
Corporation's Class A Common Stock which will be authorized but
unissued shares of the Corporation.  Subject to Section 10 hereof, the
shares granted pursuant to an Award and/or for which Options and/or
Director Options may be granted under the Plan shall not exceed that
number.  If any Option or Director Option shall expire or terminate for
any reason without having been exercised in full or if any shares of
Common Stock awarded pursuant to an Award are forfeited, the
unpurchased or forfeited shares subject thereto shall (unless the Plan
shall have terminated) become available for other Options, Director
Options or Awards under the Plan.

      5.  Terms of Option.  Each Option granted under the Plan
shall be evidenced by a Stock Option Agreement between the
Corporation and the Optionee and 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
     Common Stock upon the exercise of each Option shall be 
     determined by the Committee at the time such Option is granted,
     but such price in no event shall be less than the fair market
     value, as determined by the Committee consistent with the
     requirements of Sec. 422 of the Code, of the Common Stock on the
     date on which such Option is granted.

          (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 such Option is granted, but
     such period in no event shall exceed ten (10) years from the date
     on which such Option is granted; provided, however, that no
     incentive stock option shall be exercisable prior to the date on
     which the Plan is approved by the shareholders of the
     Corporation as required by Sec. 422 of the Code.

          (c)  Exercise of Options.  The option price of each
     share of Common Stock purchased upon exercise of an Option
     shall be paid in full in cash at the time of such exercise;
     provided, however, that an Optionee may, with the approval of
     the Committee, exercise an Option in whole or in part by
     tendering to the Corporation whole shares of Common Stock or
     any combination of whole shares of Common Stock 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, the fair market value of the shares tendered by the
     Optionee shall be computed as of the exercise date in such
     manner as determined by the Committee consistent with the
     requirements of Sec. 422 of the Code.  The Committee shall have
     the authority to grant Options exercisable in full at any time
     during their term or exercisable in such quotas as the Committee
     shall determine.  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 (including, without limitation, any
     quotas with respect to Option exercise) or the Plan.

          (d)  Termination of Option.  Any Option granted to an
     Optionee shall terminate as of the date the Optionee ceases to be
     an employee of the Corporation or of the Subsidiaries for any
     reason other than retirement, permanent and total disability
     (within the meaning of Sec. 105(d)(4) of the Code), or death. 
     Leave of absence approved by the Committee shall not constitute
     cessation of employment.  If an Optionee ceases to be an
     employee of the Corporation or the Subsidiaries by reason of
     retirement, any Option granted to that Optionee may be
     exercised by the Optionee in whole or in part within three (3)
     years after the date of the Optionee's retirement whether or not
     the Option was otherwise exercisable at the date of such
     retirement.  (The term "retirement" as used herein means such
     termination of employment on or after attaining age 60).  If an
     Optionee ceases to be an employee of the Corporation or the
     Subsidiaries by reason of permanent and total disability (within
     the meaning of Sec. 105(d)(4) of the Code), any Option granted to
     that Optionee may be exercised by the Optionee in whole or in
     part within three (3) years after the date of the Optionee's
     termination of employment by reason of such disability whether
     or not the Option was otherwise exercisable at the date of such
     termination of employment.  If an Optionee dies while in the
     employ of the Corporation or the Subsidiaries, any Option
     granted to that Optionee may be exercised in whole or in part by
     the executor or administrator of the Optionee's estate or by the
     person or persons entitled to the Option by will or by applicable
     laws of descent and distribution within three (3) years after the
     date of the Optionee's death, whether or not the Option was
     otherwise exercisable at the date of the Optionee's death.
     Notwithstanding the foregoing provisions of this subsection (d),
     no Option shall in any event be exercisable after the expiration
     of the period fixed by the Committee in accordance with
     subsection (b) above.

          (e)  Nontransferability of Option.  An Option may not
     be transferred by the Optionee otherwise than by will or the
     laws of descent and distribution, and during the lifetime of the
     Optionee shall be exercisable only by the Optionee, except that
     the Committee may, in its discretion, authorize all or a portion
     of the non-qualified Options granted to an Optionee to be on
     terms which permit transfer by such Optionee to (i) the spouse,
     children or grandchildren of the Optionee ("Immediate Family
     Members"), (ii) a trust or trusts for the exclusive benefit of such
     Immediate Family Members, (iii) a partnership in which such
     Immediate Family Members are the only partners, or (iv)
     charitable organizations and other persons or entities specifically
     designated by the Committee upon advice of counsel, provided
     that (x) there may be no consideration for any such transfer, (y)
     the Stock Option Agreement pursuant to which such Options are
     granted must be approved by the Committee, and must expressly
     provide for transferability in a manner consistent with this
     provision, and (z) subsequent transfers of transferred Options
     shall be prohibited otherwise than by will or the laws of descent
     and distribution.  Following a transfer, any transferred Option
     shall continue to be subject to the same terms and conditions as
     were applicable immediately prior to transfer.  All events
     described in the Plan or the Stock Option Agreement relating to
     the Optionee which affect the terms and conditions of an Option
     (including, but not limited to, Section 5(d) above) shall continue
     to have the same affect on the terms and conditions of the
     transferred Option as if such transfer had not occurred.  Neither
     the Committee nor the Corporation shall have any obligation to
     provide to the transferee of an Option notice of any events
     relating to the Optionee which may affect the terms and
     conditions of such transferred Option.  The Optionee will remain
     subject to withholding taxes upon the exercise of a transferred
     Option.

          (f)  Maximum Incentive Stock Options.  The aggregate
     fair market value (determined as of the time the incentive stock
     option is granted) of Common Stock subject to incentive stock
     options that are exercisable for the first time by an employee
     during any calendar year under the Plan or any other plan of the
     Corporation or any Subsidiary shall not exceed $100,000.  For
     this purpose, the fair market value of such shares shall be
     determined as of the date the incentive stock option is granted
     and shall be computed in such manner as shall be determined by
     the Committee consistent with the requirements of Sec. 422 of the
     Code.  If the immediate exercisability of incentive stock options
     arising from the retirement, death or permanent and total
     disability of an Optionee pursuant to Section 5(d) above would
     cause this $100,000 limitation to be exceeded for an Optionee,
     the Committee shall convert as of the date on which such
     incentive stock options become exercisable all or a portion of the
     outstanding incentive stock options held by such Optionee to
     non-qualified stock options to the extent necessary to comply
     with the $100,000 limitation.

          (g)  Tax Benefit.  The Committee may, in its sole
     discretion, include a provision in any non-qualified stock option
     agreement that provides for an additional cash payment from the
     Corporation to the Optionee of such non-qualified option as soon
     as practicable after the exercise date of such non-qualified stock
     option equal to all or a portion of the tax benefit to be received
     by the Corporation attributable to its federal income tax
     deduction resulting from the exercise of such non-qualified stock
     option.

          (h)  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
     Common Stock subject to an Option until the date of issuance of
     a stock certificate for such shares.  In no case 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, then the Corporation shall pay cash in lieu thereof.

          (i)  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 of the
     Corporation or its Subsidiaries or affect any rights the
     Corporation, a Subsidiary or the shareholders of the Corporation
     may have to terminate that person's service at any time.

      6.  Terms of Award.  Each Award made under the Plan shall
be evidenced by a Stock Award Agreement between the Corporation
and the Recipient and 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)  Number of Shares.  The Stock Award Agreement
     shall evidence the number of shares of Common Stock subject to
     the Award.

          (b)  Transfer Restrictions.  None of the shares of
     Common Stock subject to an Award may be sold, assigned,
     pledged or otherwise transferred, voluntarily or involuntarily, by
     the Recipient except upon the lapse of those restrictions and/or
     the attainment of those objective performance goals specified in
     the Stock Award Agreement.  The shares of Common Stock
     subject to an Award shall be forfeited to the Corporation upon
     the Recipient's termination of employment with the Corporation
     or its Subsidiaries (other than termination of employment due to
     the Recipient's permanent and total disability (within the
     meaning of Sec. 105(d)(4) of the Code) or death) prior to the date
     any restrictions lapse or objective performance goals are
     achieved in accordance with the preceding sentence.  Leave of
     absence approved by the Committee shall not constitute cessation
     of employment. 

          (c)  Death or Disability.  Upon the Recipient's death
     or permanent and total disability (within the meaning of
     Sec. 105(d)(4) of the Code) prior to the date any restrictions lapse
     or objective performance goals are achieved in accordance with
     Section 6(b), the shares of Common Stock subject to an Award
     shall become freely transferable by the Recipient or the executor
     or administrator of the Recipient's estate or by the person or
     persons entitled to the shares by will or by applicable laws of
     descent and distribution.

          (d)  Tax Benefit.  The Committee may, in its sole
     discretion, include a provision in any Stock Award Agreement
     that provides for an additional cash payment from the
     Corporation to the Recipient as soon as practicable after an
     Award is no longer subject to a substantial risk of forfeiture
     under Sec. 83(b) of the Code (or such other time as the Recipient
     first becomes subject to federal income tax as the result of the
     receipt of an Award) equal to all or a portion of the tax benefit
     to be received by the Corporation attributable to its federal
     income tax deduction resulting from the Award.

          (e)  Certificates.  The certificate or certificates for the
     shares subject to an Award shall be issued as promptly as
     practicable after such Award.  Subject to the restrictions set
     forth in Section 6(b), a Recipient shall have all rights of a
     shareholder (including any voting rights and the right to receive
     dividends) with respect to the shares of Common Stock subject
     to an Award as of the date of issuance of a stock certificate for
     such shares.

          (f)  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 of the
     Corporation or its Subsidiaries or affect any rights of the
     Corporation or a Subsidiary may have to terminate that person's
     service at any time.

      7.  Director Options.  Director Options shall be granted as
of the first day following each annual meeting of the Corporation's
shareholders (a "Grant Date").  As of each Grant Date, each Outside
Director serving as a director of the Corporation on that Grant Date
shall automatically be granted a Director Option to purchase 1,000
shares of Common Stock.  Each Director Option granted under the Plan
shall be a non-qualified stock option and shall be evidenced by a
Director Stock Option Agreement between the Corporation and the
Outside Director.  The Director Stock Option Agreement shall specify
the number of shares of Common Stock subject to the Director Option
and shall also be subject to the following terms and conditions:

          (a)  Director Option Price.  The price to be paid for
     shares of Common Stock upon the exercise of each Director
     Option shall be the average of the high and low prices of the
     Common Stock as traded on the New York Stock Exchange on
     the Grant Date; provided, however, that if the Grant Date falls
     on a day when shares of Common Stock are not traded, the
     option price of the Director Option shall be determined as of the
     first day following the Grant Date on which such shares are
     traded on the New York Stock Exchange.

          (b)  Period for Exercise of Director Option.  A
     Director Option shall be exercisable any time during the period
     that begins six months after the Grant Date on which such
     Director Option is granted and that ends on the ten (10) year
     anniversary of that Grant Date.

          (c)  Exercise of Director Options.  The option price of
     each share of Common Stock purchased upon exercise of a
     Director Option shall be paid in full in cash at the time of such
     exercise; provided, however, that an Outside Director may
     exercise a Director Option in whole or in part by tendering to
     the Corporation whole shares of Common Stock or any
     combination of whole shares of Common Stock and cash, having
     a fair market value equal to the cash exercise price of the shares
     with respect to which the Director Option is being exercised. 
     For this purpose, the fair market value of the shares tendered by
     the Outside Director shall be the average of the high and low
     prices of the Common Stock as traded on the New York Stock
     Exchange on the exercise date (or, if the Common Stock is not
     traded on that date, the first preceding date on which the
     Common Stock was traded on the New York Stock Exchange). 
     A Director Option may be exercised at any time or from time to
     time during the term of the Director Option as to any or all
     whole shares which have become subject to purchase pursuant to
     the terms of the Director Option or the Plan.

          (d)  Termination of Director Option.  If an Outside
     Director ceases to be a director of the Corporation for any
     reason other than death, any Director Option granted to that
     Outside Director may be exercised in whole or in part at any
     time within the three (3) year period immediately following the
     date on which his or her status as a director terminated.  Leave
     of absence approved by the Inside Directors shall not constitute
     termination of status as director.  In the event of the death of an
     Outside Director while serving as a director of the Corporation,
     any Director Option granted to that Outside Director may be
     exercised in whole or in part by the executor or administrator of
     the Outside Director's estate or by the person or persons entitled
     to the Director Option by will or by applicable laws of descent
     and distribution within three (3) years after the date of the
     Outside Director's death, whether or not the Director Option
     was otherwise exercisable at such date of death. 
     Notwithstanding the foregoing provisions of this subsection (d),
     no option shall in any event be exercisable after the expiration of
     the period set forth in Section 7(b) above.

          (e)  Nontransferability of Director Option.  A Director
     Option may not be transferred by the Outside Director otherwise
     than by will or the laws of descent and distribution, and during
     the lifetime of the Outside Director shall be exercisable only by
     that Outside Director.

          (f)  Certificates.  The certificate or certificates for the
     shares issuable upon an exercise of a Director Option shall be
     issued as promptly as practicable after such exercise.  An
     Outside Director shall not have any rights of a shareholder in
     respect to the shares of Common Stock subject to a Director
     Option until the date of issuance of a stock certificate for such
     shares.  In no case may a fraction of a share be purchased or
     issued under the Plan, but if, upon the exercise of a Director
     Option, a fractional share would otherwise be issuable, then the
     Corporation shall pay cash in lieu thereof.

          (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 as a director of the
     Corporation  or affect any rights the Corporation or the
     shareholders of the Corporation may have to terminate that
     person's status as a director at any time.

      8.  Section 162(m) Compliance.  The purpose of this Section
8 is to permit the Incentive Compensation Subcommittee to grant
Options or make Awards to a key employee who is a "covered
employee" as defined in Prop. Reg. Sec. 1.162-27(c)(2) (a "Covered
Employee") in a manner that causes such Options or Awards to be
treated as qualified performance-based compensation excluded from the
deduction limits of Sec. 162(m) of the Code.  Options or Awards may be
granted or made to a Covered Employee under this Section 8 in lieu of
or in addition to Options or Awards granted or made under Section 5 or
Section 6.  

     Any Options granted under this Section 8 shall be subject to all
terms and conditions set forth in Section 5 and shall also be subject to
the following additional terms and conditions:

          (a)  The number of shares of Common Stock subject
     to an Option granted under this Section 8 in any calendar year
     shall not exceed:

               (i)  in the case of the chief executive officer of
          the Corporation, one hundred thousand (100,000) shares;
          and

               (ii) in the case of each of the four highest paid
          officers of the Corporation and its Subsidiaries, other
          than the chief executive officer of the Corporation, fifty
          thousand (50,000) shares.

     Any Awards made under this Section 8 shall be subject to all
terms and conditions set forth in Section 6 and shall also be subject to
the following additional terms and conditions:

          (b)  An Award made under this Section 8 shall
     provide that shares of Common Stock subject thereto shall
     become freely transferable (and any other restrictions applicable
     thereto shall lapse) only upon the satisfaction of objective,
     quantified performance standards based on the Corporation's (or
     a Subsidiary's) net operating income before taxes and
     extraordinary charges against income.  The Incentive
     Compensation Subcommittee shall be solely responsible for
     setting actual performance targets in accordance with the
     performance standards set forth in the preceding sentence and
     for determining whether such targets have been attained.

          (c)  The number of shares of Common Stock subject
     to an Award made under this Section 8 in any calendar year
     shall not exceed:

               (i)  in the case of the chief executive officer of
          the Corporation, twenty thousand (20,000) shares; and

               (ii) in the case of each of the four highest paid
          officers of the Corporation and its Subsidiaries, other
          than the chief executive officer of the Corporation, ten
          thousand (10,000) shares.

      9.  Incentive Stock Options and Non-Qualified Stock Options. 
Options granted under the Plan may be incentive stock options under
Sec. 422 of the Code or non-qualified stock options.  All Options granted
hereunder shall be clearly identified as either incentive stock options or
non-qualified stock options. In no event shall 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, however,
that incentive stock options and non-qualified stock options shall not be
granted in a manner whereby the exercise of a non-qualified stock
option or incentive stock option affects the exercisability of the other. 
Notwithstanding the foregoing, Director Options shall in all events be
non-qualified stock options.

      10. Adjustment of Shares.  In the event of any change after
the effective date of the Plan in the outstanding stock of the
Corporation by reason of any reorganization, recapitalization, stock
split, stock dividend, combination of shares, exchange of shares,
merger or consolidation, liquidation, or any other change in the nature
of the shares of stock of the Corporation, the Committee shall
determine what changes, if any, are appropriate in the number and kind
of shares reserved under the Plan and in the option price under and/or
the number and kind of shares covered by outstanding Options,
Director Options or Awards granted under the Plan.  Any
determination of the Committee hereunder shall be conclusive.

      11. Tax Withholding.  Whenever the Corporation proposes or
is required to issue or transfer shares of Common Stock under the Plan
or whenever a Recipient first becomes subject to federal income tax on
an Award of shares, the Corporation shall have the right to require the
Optionee (or Recipient) or his or her legal representative to remit to the
Corporation 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.

     12.  Amendment.  The Board of Directors of the Corporation
may amend the Plan from time to time and, with the consent of the
affected Optionee, Outside Director or Recipient, the terms and
provisions of his or her Option, Director Option or Award, except that,
without the approval of the Corporation's shareholders:

          (a)  the number of shares of Common Stock which
     may be reserved for issuance under the Plan may not be
     increased except as provided in Section 10 hereof;

          (b)  the option price under any Option (or Director
     Option) may not be reduced to less than the fair market value,
     as determined by the Committee (or the Inside Directors)
     consistent with the requirements of Sec. 422 of the Code, of the
     Common Stock on the date such Option or Director Option is
     granted except as provided in Section 10 hereof;

          (c)  the period during which an Option or Director
     Option may be exercised may not be extended beyond ten (10)
     years from the date on which such Option or Director Option
     was granted;

          (d)  the class of employees or directors to whom
     Awards, Options or Director Options may be granted under the
     Plan shall not be modified materially; and

          (e)  the benefits accruing to Recipients, Optionees or
     Outside Directors under the Plan shall not be increased
     materially within the meaning of Reg. 16b-3(a)(2)(ii)(A)
     promulgated under the 1934 Act.

     No amendment of the Plan, however, may, without the consent
of the affected Optionee, Outside Director or Recipient, make any
changes in any outstanding Options, Director Options or Awards
theretofore granted under the Plan which would adversely affect the
rights of such Optionee, Outside Director or Recipient.

     13.  Termination.  The Board of Directors of the Corporation
may terminate the Plan at any time and no Options, Director Options or
Awards shall be granted thereafter.  Such termination, however, shall
not affect the validity of any Option, Director Option or Award
theretofore granted under the Plan. In any event, no Option, Director
Option or Award may be granted after the conclusion of a ten (10) year
period commencing on the date the Plan was originally adopted or, if
earlier, the date the Plan is approved by the Corporation's shareholders.

     14.  Successors.  The Plan shall be binding upon the
successors and assigns of the Corporation.

     15.  Governing Law.  The terms of any Options, Director
Options or Awards granted hereunder and the rights and obligations
hereunder of the Corporation, the Optionees, Outside Directors and
Recipients and their successors in interest shall, except to the extent
governed by federal law, be governed by Indiana law.

     16.  Government and Other Regulations.  The obligations of
the Corporation to issue or transfer and deliver shares under Options,
Director Options and Awards granted under the Plan shall be subject to
compliance with all applicable laws, governmental rules and
regulations, and administrative action.

                                Adopted July 14, 1989
                                 Amended May 16, 1991
                           Amended September 22, 1992
                               Amended March 17, 1993
                               Amended March 21, 1995
                            Amended December 10, 1996