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.  Except with  respect  to
Director Options granted pursuant to Section 7, the Plan shall be
administered,  construed  and interpreted  by  a  committee  (the
"Committee"),  consisting of at least three (3)  members  of  the
Board  of  Directors of the Corporation, who shall be  designated
from  time  to time by the Board of Directors of the Corporation.
No member of the Committee shall be eligible, at any time when he
or  she  is such a member or within one (1) year prior to his  or
her  appointment  to the Committee, to be granted  an  Option  or
Award under the Plan or to be selected as a person to whom stock,
stock  options, or stock appreciation rights may be allocated  or
granted  under any other plan of the Corporation or a Subsidiary.
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.  Sec. 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. Sec. 1.162-27(e)(3).

     Those provisions of the Plan (including, but not limited to,
Section   7)   that   are   applicable  to  the   administration,
construction or interpretation of Director Options (the "Director
Option   Provisions")  shall  be  administered,   construed   and
interpreted  by  those members of the Board of Directors  of  the
Corporation   who   are  not  Outside  Directors   (the   "Inside
Directors").  The decision of a majority of the Inside  Directors
shall  constitute  the decision of the Inside  Directors  in  the
aggregate, and the Inside Directors may act either at  a  meeting
at  which a majority of the Inside Directors is present or  by  a
written  consent signed by all the Inside Directors.  The  Inside
Directors shall have the sole, final and conclusive authority  to
interpret  and  construe the Director Option  Provisions  and  to
prescribe,  amend and rescind rules and regulations  relating  to
the Director Option Provisions.

       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 Sec. 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. 422A 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. 422A
     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. 422A 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   any  non-qualified  stock  options   granted
     hereunder  may  be  transferred by an Optionee  who  is  not
     subject  to  the provisions of Section 16 of the  Securities
     Exchange  Act of 1934, as amended, to a revocable  trust  or
     any  other  trust  qualifying as  a  "grantor  trust"  under
     Sections  671-677 of the Code to be held during the lifetime
     of the Optionee for his or her benefit.

           (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. 422A 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 Subidiary'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. 422A 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 (or, in the case of shares to be reserved for  issuance
pursuant  to  Director  Options,  the  Inside  Directors)   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  (or  the  Inside   Directors)
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. 422A 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.
Furthermore, Section 7 of the Plan may not be amended  more  than
once  in  any six (6) month period other than to comply with  the
requirements of the Code.

     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.

      17.   Effective  Date.   The Plan as amended  shall  become
effective  when it shall have been approved by the  Corporation's
shareholders and the Corporation's Board of Directors.

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