EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN

                                    AGREEMENT


         This Agreement, made and entered into this 6th day of May, 1999, by and
between  Ameriana Bank of Indiana,  FSB, a Bank organized and existing under the
laws of the State of Indiana, hereinafter referred to as "the Bank", and Richard
Welling, a Key Employee and the Executive of the Bank,  hereinafter  referred to
as "the Executive".


         The  Executive  has been in the  employ of the Bank and has now and for
years past  faithfully  served  the Bank.  It is the  consensus  of the Board of
Directors  of the Bank (the Board) that the  Executive's  services  have been of
exceptional  merit,  in  excess  of the  compensation  paid  and  an  invaluable
contribution  to the profits and  position of the Bank in its field of activity.
The  Board  further  believes  that the  Executive's  experience,  knowledge  of
corporate  affairs,  reputation and industry  contacts are of such value and his
continued services are so essential to the Bank's future growth and profits that
it would  suffer  severe  financial  loss  should the  Executive  terminate  his
services.


         Accordingly,  it is the desire of the Bank and the  Executive  to enter
into this Agreement under which the Bank will agree to make certain  payments to
the  Executive  upon  the  Executive's  retirement  and,  alternatively,  to the
Executive's  beneficiary(ies)  in the event of the  Executive's  premature death
while employed by the Bank.


         It is  the  intent  of  the  parties  hereto  that  this  Agreement  be
considered  an  arrangement   maintained   primarily  to  provide   supplemental
retirement  benefits  for the  Executive,  as a  member  of a  select  group  of
management  or  highly-compensated  employees  of the Bank for  purposes  of the
Employee Retirement Security Act of 1974 (ERISA). The Executive is fully advised
of the Bank's  financial  status and has been fully advised to his  satisfaction
regarding the design and operation of this benefit plan.


         Therefore,  in consideration of the Executive's  services  performed in
the past and those to be  performed  in the  future  and based  upon the  mutual
promises and covenants herein  contained,  the Bank and the Executive,  agree as
follows:



<PAGE>


I.       DEFINITIONS

         A.       Effective Date:
                  --------------

                  The  Effective  Date of this  Agreement  shall be February 23,
                  1999.

         B.       Plan Year:
                  ---------

                  Any  reference to "Plan Year" shall mean a calendar  year from
                  January 1 to December 31. In the year of  implementation,  the
                  term "Plan Year" shall mean the period from the effective date
                  to December 31 of the year of the effective date.

         C.       Retirement Date:
                  ---------------

                  Retirement  Date shall mean  retirement  from service with the
                  Bank which becomes  effective on the first day of the calendar
                  month  following the month in which the Executive  reaches the
                  Executive's  sixty-fifth  (65)  birthday,  or such  earlier or
                  later  date  as the  Board  may  approve  as  the  Executive's
                  Retirement Date.

         D.       Termination of Service:
                  ----------------------

                  Termination  of Service shall mean  voluntary  resignation  of
                  service  by the  Executive  or  the  Bank's  discharge  of the
                  Executive  without cause ("cause"  defined in Subparagraph III
                  (D)   hereinafter),   prior  to  the  Normal   Retirement  Age
                  (described in Subparagraph I (J) hereinafter).

         E.       Pre-Retirement Account:
                  ----------------------

                  A  Pre-Retirement  Account shall be established as a liability
                  reserve  account  on the books of the Bank for the  benefit of
                  the  Executive.   Prior  to  termination  of  service  or  the
                  Executive's  retirement,  such liability reserve account shall
                  be increased or decreased  each Plan Year  (including the Plan
                  Year in which the Executive ceases to be employed by the Bank)
                  by an amount  equal to the  annual  earnings  or loss for that
                  Plan Year determined by the Index (described in Subparagraph I
                  (G) hereinafter), less the Cost of Funds Expense for that Plan
                  Year (described in Subparagraph I (H) hereinafter).

         F.       Index Retirement Benefit:
                  ------------------------

                  The Index  Retirement  Benefit for the  Executive for any year
                  shall be equal to the excess of the annual  earnings  (if any)
                  determined  by the  Index  [Subparagraph  I (G)] for that Plan
                  Year over the Cost of Funds Expense  [Subparagraph  I (H)] for
                  that Plan Year.


                                       2
<PAGE>





         G.       Index:
                  -----

                  The  Index  for any Plan Year  shall be the  aggregate  annual
                  after-tax income from the life insurance  contracts  described
                  hereinafter as defined by FASB Technical  Bulletin 85-4.  This
                  Index  shall be applied as if such  insurance  contracts  were
                  purchased on the effective date hereof.

                  Insurance Company:            Alexander Hamilton
                  Policy Form:                  Flexible Premium Adjustable Life
                  Policy Name:                  Executive Security Plan IV
                  Insured's Age and Sex:        53, Male
                  Riders:                       None
                  Ratings:                      According to health of proposed
                                                  insured
                  Option:                       Level Death Benefit
                  Face Amount:                  $1,031,000
                  Premiums Paid:                $452,500
                  Number of Premium Payments:   One
                  Assumed Purchase Date:        February 23, 1999

                  Insurance Company:            Security Life of Denver
                  Policy Form:                  Whole Life
                  Policy Name:                  Corp IV
                  Insured's Age and Sex:        54, Male
                  Riders:                       None
                  Ratings:                      According to health of proposed
                                                  insured
                  Option:                       Level Death Benefit
                  Face Amount:                  $879,397
                  Premiums Paid:                $452,500
                  Number of Premium Payments:   One
                  Assumed Purchase Date:        February 23, 1999

                  If such contracts of life insurance are actually  purchased by
                  the Bank then the  actual  policies  as of the dates they were
                  purchased shall be used in calculations  under this Agreement.
                  If such  contracts of life  insurance are not purchased or are
                  subsequently  surrendered  or  lapsed,  then  the  Bank  shall
                  receive   annual   policy   illustrations   that   assume  the
                  above-described  policies were  purchased from the above named
                  insurance  company(ies)  on the Effective  Date from which the
                  increase in policy value will be used to calculate  the amount
                  of the Index.

                  In either case,  references to the life insurance contract are
                  merely for purposes of calculating a benefit.  The Bank has no
                  obligation to purchase such life  insurance and, if purchased,
                  the Executive and the Executive's  beneficiary(ies) shall have
                  no ownership  interest in such policy and shall


                                       3
<PAGE>

               always  have no  greater  interest  in the  benefits  under  this
               Agreement than that of an unsecured general creditor of the Bank.

          H.   Cost of Funds Expense:
               ---------------------

               The Cost of Funds  Expense for any Plan Year shall be  calculated
               by  taking  the sum of the  amount of  premiums  set forth in the
               Indexed policies described above plus the amount of any after-tax
               benefits  paid  to  the  Executive  pursuant  to  this  Agreement
               (Paragraph III hereinafter) plus the amount of all previous years
               after-tax Costs of Funds Expense, and multiplying that sum by the
               average after-tax cost of funds as published in the third quarter
               Office of Thrift  Supervision  Annual Thrift  Financial Report of
               the Ameriana Bank of Indiana, FSB.

          I.   Change of Control:
               -----------------

               A Change of Control  shall be deemed to have  occurred if, at any
               time during the period of employment of the Executive,  more than
               twenty five percent  (25%) of the Parent's or Bank's  outstanding
               Common  Stock,  or  equivalent  in  voting  power of any class or
               classes  of   outstanding   securities  of  the  Parent  or  Bank
               ordinarily  entitled to vote in  elections of directors of Parent
               or Bank,  shall be  acquired by any other  corporations  or other
               person or group. "Group" shall mean persons who act in concert as
               described  in Section 13 (d) of the  Securities  Exchange  Act of
               1934, as amended.

          J.   Normal Retirement Aim
               ---------------------

               Normal  Retirement Age shall mean the date on which the Executive
               attains age sixty-five (65).


II.  EMPLOYMENT

     No  provision  of this  Agreement  shall be deemed to restrict or limit any
     existing  employment  agreement by and between the Bank and the  Executive,
     nor shall any conditions  herein create specific  employment  rights to the
     Executive  nor limit the right of the Employer to discharge  the  Executive
     with or without cause. In a similar  fashion,  no provision shall limit the
     Executive's rights to voluntarily sever his employment at any time.


III. INDEX BENEFITS

     The  following  benefits  provided by the Bank to the  Executive are in the
     nature of a fringe benefit and shall in no event be construed to effect nor
     limit the


                                       4
<PAGE>

     Executive's  current  or  prospective  salary  increases,  cash  bonuses or
     profit-sharing distributions or credits.


     A.   Retirement Benefits:
          -------------------

          Should the Executive continue to be employed by the Bank until "Normal
          Retirement  Age" defined in Subparagraph I (J), the Executive shall be
          entitled  to receive  the  balance in his  Pre-Retirement  Account [as
          defined in  Subparagraph I (E)] in ten (10) equal annual  installments
          commencing thirty (30) days following the Executive's Retirement Date.
          In addition to these payments,  commencing with the Plan Year in which
          the  Executive  attains the  Executive's  Retirement  Date,  the Index
          Retirement  Benefit (as defined in  Subparagraph I (F) above) for each
          year shall be paid to the Executive until the Executive's death.

     B.   Termination of Service:
          ----------------------

          Subject to  Subparagraph  III (D)  hereinafter,  should the  Executive
          suffer a Termination of Service  [defined in  Subparagraph I (D)], the
          Executive  shall be entitled to receive  five  percent  (5%) times the
          number  of full  years  the  Executive  has  served  the Bank from the
          Executive's  fifth  anniversary  of service from the Effective Date of
          this  Agreement  (to a maximum  of 100%),  times  the  balance  in the
          Pre-Retirement  Account paid over ten (10) years in equal installments
          commencing  at the Normal  Retirement  Age  [Subparagraph  I (J)].  In
          addition to these  payments and  commencing  in the Plan Year in which
          the Executive  attains Normal  Retirement Age, five percent (5%) times
          the  number of full years the  Executive  has served the Bank from the
          Executive's  fifth  anniversary  of service from the Effective Date of
          this  Agreement  (to a maximum  of 100%),  times the Index  Retirement
          Benefit  for  each  year  shall  be paid to the  Executive  until  the
          Executive's death.

     C.   Death:
          -----

          Should the Executive die prior to having  received the full balance of
          the Pre-Retirement  Account,  the unpaid balance of the Pre-Retirement
          Account shall be paid in a lump sum to the beneficiary selected by the
          Executive  and filed with the Bank.  In the absence of or a failure to
          designate a  beneficiary,  the unpaid  balance shall be paid in a lump
          sum to the personal representative of the Executive's estate.

     D.   Discharge for Cause and Termination of Service:
          ----------------------------------------------

          Should the  Executive  be  discharged  prior to five (5) full years of
          employment  from the Effective Date of this Agreement or be discharged
          for cause at any time,  all  Benefits  under this  Agreement  shall be
          forfeited.

                                       5
<PAGE>

          A termination  for "cause" shall  include  termination  because of the
          Executive's  personal  dishonesty,  incompetence,  willful misconduct,
          breach  of  fiduciary  duty  involving  personal  profit,  intentional
          failure to perform stated duties,  willful  violation of any law, rule
          or regulation  (other than traffic  violations or similar offenses) or
          final  cease-and-desist  order, or material breach of any provision of
          this Agreement.

     E.   Disability Benefit:
          ------------------

          In the event the Executive  becomes  disabled  prior to Termination of
          Service, and the Executive's  employment is terminated because of such
          disability,  he shall  immediately  begin  receiving  the  benefits in
          Subparagraph III (A) above. Such benefit shall begin without regard to
          the Executive's  Normal  Retirement Age and the Executive shall be one
          hundred percent (100%) vested in the entire benefit  amount.  The term
          "disability"  shall mean the complete  inability  of the  Executive to
          perform  the  Executive's  duties  as  determined  by  an  independent
          physician selected with the approval of the Bank and the Executive.

     F.   Death Benefit:
          -------------

          Except as set forth above,  there is no death benefit  provided  under
          this Agreement.


IV.  RESTRICTIONS UPON FUNDING

     The Bank shall have no obligation to set aside, earmark or entrust any fund
     or money  with  which to pay its  obligations  under  this  Agreement.  The
     Executive, the Executive's beneficiary(ies) or any successor in interest to
     the Executive shall be and remain simply a general  creditor of the Bank in
     the same manner as any other  creditor  having a general  claim for matured
     and unpaid compensation.

     The Bank reserves the absolute  right,  at its sole  discretion,  to either
     fund the  obligations  undertaken  by this  Agreement  or to  refrain  from
     funding  the same and to  determine  the exact  nature  and  method of such
     funding. Should the Bank elect to fund this Agreement, in whole or in part,
     through the purchase of life insurance,  mutual funds.  disability policies
     or annuities, the Bank reserves the absolute right, in its sole discretion,
     to  terminate  such  funding at any time,  in whole or in part.  At no time
     shall the Executive be deemed to have any lien or right,  title or interest
     in or to any specific funding investment or to any assets of the Bank.

     If the Bank  elects to invest in a life  insurance,  disability  or annuity
     policy upon the life of the Executive,  then the Executive shall assist the
     Bank by freely  submitting to a physical exam and supplying such additional
     information necessary to obtain such insurance or annuities.



                                       6
<PAGE>


V.   CHANGE OF CONTROL AND COVENANT NOT TO COMPETE

     (i)  Change of Control:
          -----------------

          Upon a Change of Control (as defined in Subparagraph I (I) herein), if
          the  Executive's  employment is  subsequently  terminated,  except for
          cause, or the present capacity or circumstances in which the Executive
          is employed is changed or is reduced the Executive's  responsibilities
          or authority or  compensation  or other  benefits  provided under this
          Agreement without the Executive's written consent,  then the Executive
          shall receive the benefits  promised in this  Agreement upon attaining
          Normal  Retirement  Age,  as if the  Executive  had been  continuously
          employed by the Bank until the Executive's  Normal Retirement Age. The
          Executive will also remain eligible for all promised death benefits in
          this Agreement.  In addition,  no sale, merger or consolidation of the
          Bank shall take place  unless the new or  surviving  entity  expressly
          acknowledges the obligations  under this Agreement and agrees to abide
          by its terms.

     (ii) Covenant Not to Compete:
          -----------------------

          Executive  agrees  during the term hereof and for five (5) years after
          the  termination  of  this  Agreement  that he will  not  directly  or
          indirectly engage in or become an owner, agent,  officer,  director or
          shareholder,  as defined  hereinafter,  of any business which competes
          with any of the businesses conducted by Employer,  Ameriana Bancorp or
          any of the  subsidiaries  of  either in any of the  following  states,
          to-wit: Indiana, Ohio, Kentucky,  Illinois, and/or Michigan.  Employer
          and Employee agree that the term of this Covenant against  Competition
          and the  geographical  area described here are  reasonable,  given the
          nature of the businesses  being conducted by Employer,  its parent and
          their  subsidiaries,  and given the plans for the  conduct of business
          which are being made by Employer in its strategic  plans. In the event
          Executive  breaches this  provision,  Employer may cancel all benefits
          provided  herein upon giving  Executive  twenty-one  (21) days written
          notice and an  opportunity  to cure said breach.  For purposes of this
          paragraph,  the  Executive  shall  be  deemed  a  shareholder  if  the
          Executive acquires five percent (5%) or more of any publicly traded or
          privately held entity.


VI.  MISCELLANEOUS

     A.   Alienability and Assignment Prohibition:
          ---------------------------------------

          Neither  the  Executive,   his/her  surviving  spouse  nor  any  other
          beneficiary  under  this  Agreement  shall  have any power or right to
          transfer, assign, anticipate,  hypothecate,  mortgage, commute, modify
          or otherwise


                                       7
<PAGE>
          encumber in advance any of the benefits  payable  hereunder  nor shall
          any of said  benefits  be subject to  seizure  for the  payment of any
          debts,  judgments,   alimony  or  separate  maintenance  owed  by  the
          Executive or the Executive's beneficiary(ies),  nor be transferable by
          operation of law in the event of bankruptcy,  insolvency or otherwise.
          In the event the  Executive or any  beneficiary  attempts  assignment,
          commutation,  hypothecation,  transfer  or  disposal  of the  benefits
          hereunder, the Bank's liabilities shall forthwith cease and terminate.

     B.   Binding Obligation of Bank and any Successor in Interest:
          --------------------------------------------------------

          The Bank expressly  agrees that it shall not merge or consolidate into
          or with  another  bank  or sell  substantially  all of its  assets  to
          another bank, firm or person until such bank, firm or person expressly
          agrees, in writing, to assume and discharge the duties and obligations
          of the Bank under this Agreement. This Agreement shall be binding upon
          the parties  hereto,  their  successors,  beneficiary(ies),  heirs and
          personal representatives.

     C.   Revocation:
          ----------

          It is agreed by and  between  the  parties  hereto  that,  during  the
          lifetime of the Executive, this Agreement may be amended or revoked at
          any time or times,  in whole or in part, by the mutual  written assent
          of the Executive and the Bank.

     D.   Gender:
          ------

          Whenever in this  Agreement  words are used in the masculine or neuter
          gender, they shall be read and construed as in the masculine, feminine
          or neuter gender, whenever they should so apply.

     E.   Effect on Other Bank Benefit Plans:
          ----------------------------------

          Nothing  contained  in this  Agreement  shall  affect the right of the
          Executive  to  participate  in or  be  covered  by  any  qualified  or
          non-qualified   pension,   profit-sharing,   group,   bonus  or  other
          supplemental  compensation or fringe benefit plan  constituting a part
          of the Bank's existing or future compensation structure.

     F.   Headings:
          ---------

          Headings and  subheadings in this Agreement are inserted for reference
          and convenience only and shall not be deemed a part of this Agreement.

                                       8
<PAGE>


     G.   Applicable Law:
          --------------

          The validity and interpretation of this Agreement shall be governed by
          the laws of the State of Indiana.



VII. ERISA PROVISION

     A.   Named Fiduciary and Plan Administrator:
          --------------------------------------

          The "Named  Fiduciary  and Plan  Administrator"  of this Plan shall be
          Ameriana Bank of Indiana, FSB until its removal by the Board. As Named
          Fiduciary and  Administrator,  the Bank shall be  responsible  for the
          management,  control  and  administration  of the Salary  Continuation
          Agreement as established  herein.  The Named Fiduciary may delegate to
          others    certain    aspects   of   the   management   and   operation
          responsibilities  of the plan including the employment of advisors and
          the delegation of ministerial duties to qualified individuals.

     B.   Claims Procedure and Arbitration:
          --------------------------------

          In the event a dispute  arises over benefits  under this Agreement and
          benefits are not paid to the Executive (or to his  beneficiary  in the
          case of the  Executive's  death)  and  such  claimants  feel  they are
          entitled to receive such  benefits,  then a written claim must be made
          to the Plan Administrator named above within ninety (90) days from the
          date  payments are refused.  The Plan  Administrator  shall review the
          written  claim and if the claim is denied,  in whole or in part,  they
          shall  provide in writing  within  ninety (90) days of receipt of such
          claim  their  specific  reasons  for  such  denial,  reference  to the
          provisions  of this  Agreement  upon which the denial is based and any
          additional  material or  information  necessary  to perfect the claim.
          Such written notice shall further  indicate the additional steps to be
          taken by claimants if a further review of the claim denial is desired.
          A claim shall be deemed denied if the Plan Administrator fails to take
          any action within the aforesaid ninety-day period.

          If  claimants  desire a  second  review  they  shall  notify  the Plan
          Administrator  in writing  within  ninety (90) days of the first claim
          denial.  Claimants may review this Agreement or any documents relating
          thereto  and submit any  written  issues  and  comments  they may feel
          appropriate. In its sole discretion, the Plan Administrator shall then
          review the second claim and provide a written  decision  within ninety
          (90) days of receipt of such claim. This decision shall likewise state
          the specific  reasons for the decision and shall include  reference to
          specific  provisions  of this  Agreement  upon which the  decision  is
          based.


                                       9
<PAGE>

          If  claimants  continue  to  dispute  the  benefit  denial  based upon
          completed  performance  of this Agreement or the meaning and effect of
          the terms and  conditions  thereof,  then  claimants  may  submit  the
          dispute to a Board of Arbitration  for final  arbitration.  Said Board
          shall  consist  of one member  selected  by the  claimant,  one member
          selected by the Bank,  and the third member  selected by the first two
          members. The Board shall operate under any generally recognized set of
          arbitration rules. The parties hereto agree that they and their heirs,
          personal representatives, successors and assigns shall be bound by the
          decision  of such  Board  with  respect  to any  controversy  properly
          submitted to it for determination.

          Where a dispute  arises as to the Bank's  discharge  of the  Executive
          "for cause",  such dispute shall  likewise be submitted to arbitration
          as above  described  and the parties  hereto  agree to be bound by the
          decision thereunder.


         IN  WITNESS  WHEREOF,  the  parties  hereto  acknowledge  that each has
carefully read this  Agreement and executed the original  thereof on the 6th day
of May, 1999 and that, upon execution, each has received a conforming copy.

                                        AMERIANA BANK OF
                                        INDIANA, FSB
                                        New Castle, Indiana





/s/ Dauena K. Littrell                  By: /s/ Harry Bailey
----------------------------------         -------------------------------------
Witness                                    President                    Title




/s/ Timothy G. Clark                    By:/s/ Richard Welling
-----------------------------------        -------------------------------------
Witness                                    Richard Welling



                                       10
<PAGE>

                                 LIFE INSURANCE

                      ENDORSEMENT METHOD SPLIT DOLLAR PLAN

                                    AGREEMENT


Insurer:                          Alexander Hamilton Life Insurance Company
                                  Security Life of Denver Life Insurance Company

Policy Number:                    AH5058522
                                  001078475

Bank:                             Ameriana Bank of Indiana, FSB

Insured:                          Richard Welling

Relationship of Insured to Bank:  Executive



The  respective   rights  and  duties  of  the  Bank  and  the  Insured  in  the
above-referenced policy shall be pursuant to the terms set forth below:


I.   DEFINITIONS

     Refer  to the  policy  contract  for the  definition  of all  terms in this
     Agreement.

II.  POLICY TITLE AND OWNERSHIP

     Title and ownership shall reside in the Bank for its use and for the use of
     the Insured all in accordance with this  Agreement.  The Bank alone may, to
     the extent of its interest, exercise the right to borrow or withdraw on the
     policy cash values.  Where the Bank and the Insured (or assignee,  with the
     consent of the  Insured)  mutually  agree to exercise the right to increase
     the coverage  under the subject Split Dollar  policy,  then, in such event,
     the rights,  duties and benefits of the parties to such increased  coverage
     shall continue to be subject to the terms of this Agreement.

III. BENEFICIARY DESIGNATION RIGHTS

     The Insured  (or  assignee)  shall have the right and power to  designate a
     beneficiary or beneficiaries to receive the Insured's share of the proceeds
     payable  upon the death of the  Insured,  and to elect and change a payment
     option for such



<PAGE>

     beneficiary,  subject  to any right or  interest  the Bank may have in such
     proceeds, as provided in this Agreement.

IV.  PREMIUM PAYMENT METHOD

     The Bank shall pay an amount  equal to the planned  premiums  and any other
     premium payments that might become necessary to keep the policy in force.

V.   TAXABLE BENEFIT

     Annually the Insured will  receive a taxable  benefit  equal to the assumed
     cost of insurance as required by the Internal Revenue Service. The Bank (or
     its administrator)  will report to the Insured the amount of imputed income
     each year on Form W-2 or its equivalent.

VI.  DIVISION OF DEATH PROCEEDS

     Subject to Paragraph VII herein,  the division of the death proceeds of the
     policy is as follows:

     A.   Should the Insured be employed by the Bank,  retired from the Bank, or
          terminated  from the Bank due to  disability at the time of his or her
          death, the Insured's  beneficiary(ies),  designated in accordance with
          Paragraph  III, shall be entitled to an amount equal to eighty percent
          (80%) of the net at risk insurance portion of the proceeds. The net at
          risk  insurance  portion is the total  proceeds less the cash value of
          the policy.

     B.   Should the  Insured  not be employed by the Bank at the time of his or
          her death,  the Insured's  beneficiary(ies),  designated in accordance
          with Paragraph  III, shall be entitled to the following  percentage of
          the  proceeds  described  in  Subparagraph  VI  (A)  hereinabove  that
          corresponds  to the number of full years the Insured has been employed
          with the Bank from the date of this Agreement:

                           Total Years
                           of Employment
                           with the Bank                   Vested
                           -------------                   ------

                           0-4                              0%
                           5 or more                        5% per year
                                                        (to a maximum of 100%)

     C.   The Bank shall be entitled to the remainder of such proceeds.

     D.   The Bank and the Insured (or  assignees)  shall share in any  interest
          due on the death proceeds on a pro rata basis as the proceeds due each
          respectively bears to the total proceeds, excluding any such interest.


                                       2
<PAGE>

VII. DIVISION OF THE CASH SURRENDER VALUE OF THE POLICY

     The Bank shall at all times be entitled to an amount  equal to the policy's
     cash value, as that term is defined in the policy contract, less any policy
     loans and unpaid interest or cash  withdrawals  previously  incurred by the
     Bank  and any  applicable  surrender  charges.  Such  cash  value  shall be
     determined as of the date of surrender or death as the case may be.

VIII. RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS

     In the event the policy  involves  an  endowment  or annuity  element,  the
     Bank's right and interest in any endowment proceeds or annuity benefits, on
     expiration  of  the  deferment  period,   shall  be  determined  under  the
     provisions of this Agreement by regarding  such  endowment  proceeds or the
     commuted  value of such annuity  benefits as the policy's cash value.  Such
     endowment proceeds or annuity benefits shall be considered to be like death
     proceeds for the purposes of division under this Agreement.

IX.  TERMINATION OF AGREEMENT

     This  Agreement  shall  terminate  upon  the  occurrence  of any one of the
     following:

     1.   The Insured  shall leave the  employment of the Bank  (voluntarily  or
          involuntarily)  prior to five (5) full  years of  employment  with the
          Bank from the date of this Agreement, or

     2.   The Insured  shall be  discharged  from  employment  with the Bank for
          cause. A termination for "cause" shall include  termination because of
          the Executive's personal dishonesty, incompetence, willful misconduct,
          breach  of  fiduciary  duty  involving  personal  profit,  intentional
          failure to perform stated duties,  willful  violation of any law, rule
          or regulation  (other than traffic  violations or similar offenses) or
          final  cease-and-desist  order, or material breach of any provision of
          this Agreement.

     Upon such  termination,  the Insured (or assignee)  shall have a forty-five
     (45) day  option to receive  from the Bank an  absolute  assignment  of the
     policy in  consideration  of a cash  payment  to the Bank,  whereupon  this
     Agreement shall terminate.  Such cash payment referred to hereinabove shall
     be the greater of:

     1.   The  Bank's  share of the cash value of the policy on the date of such
          assignment, as defined in this Agreement; or

     2.   The amount of the  premiums  which have been paid by the Bank prior to
          the date of such assignment.

                                       3
<PAGE>

     If, within said forty-five  (45) day period,  the Insured fails to exercise
     said option, fails to procure the entire aforestated cash payment, or dies,
     then the option shall terminate,  and the Insured (or assignee) agrees that
     all of the  Insured's  rights.  interest  and  claims in the  policy  shall
     terminate as of the date of the termination of this Agreement.

     Except as provided above,  this Agreement shall terminate upon distribution
     of the death benefit proceeds in accordance with Paragraph VI above.

X.   INSURED'S OR ASSIGNEE'S ASSIGNMENT RIGHTS

     The Insured may not, without the written consent of the Bank, assign to any
     individual,  trust or other  organization,  any right, title or interest in
     the subject  policy nor any rights,  options,  privileges or duties created
     under this Agreement.

XI.  AGREEMENT BINDING UPON THE PARTIES

     This  Agreement  shall  bind  the  Insured  and  the  Bank,   their  heirs,
     successors, personal representatives and assigns.

XII. NAMED FIDUCIARY AND PLAN ADMINISTRATOR

     Ameriana Bank of Indiana,  FSB is hereby  designated the "Named  Fiduciary"
     until resignation or removal by the Board of Directors. As Named Fiduciary,
     the  Bank  shall  be  responsible   for  the   management,   control,   and
     administration of this Split Dollar Plan as established  herein.  The Named
     Fiduciary  may allocate to others  certain  aspects of the  management  and
     operation  responsibilities  of  the  Plan,  including  the  employment  of
     advisors  and  the  delegation  of  any  ministerial  duties  to  qualified
     individuals.

XIII. FUNDING POLICY

     The funding  policy for this Split  Dollar  Plan shall be to  maintain  the
     subject policy in force by paying, when due, all premiums required.

XIV. CLAIM PROCEDURES FOR LIFE INSURANCE POLICY AND SPLIT DOLLAR PLAN

     Claim forms or claim  information  as to the subject policy can be obtained
     by contacting The Benefit  Marketing Group, Inc.  (770-952-1529).  When the
     Named  Fiduciary  has a claim  which may be  covered  under the  provisions
     described in the  insurance  policy,  they should  contact the office named
     above,  and they will  either  complete a claim  form and  forward it to an
     authorized representative of the Insurer or advise the named Fiduciary what
     further  requirements  are necessary.  The Insurer will evaluate and make a
     decision as to payment.  If the claim is payable,  a benefit  check will be
     issued to the Named Fiduciary.

                                       4
<PAGE>

     In the event that a claim is not  eligible  under the  policy,  the Insurer
     will notify the Named Fiduciary of the denial pursuant to the  requirements
     under the terms of the policy.  If the Named Fiduciary is dissatisfied with
     the  denial of the claim and  wishes to contest  such  claim  denial,  they
     should  contact  the  office  named  above and they  will  assist in making
     inquiry to the Insurer.  All objections to the Insurer's  actions should be
     in writing and submitted to the office named above for  transmittal  to the
     Insurer.

XV.  GENDER

     Whenever  in this  Agreement  words  are used in the  masculine  or  neuter
     gender,  they shall be read and construed as in the masculine,  feminine or
     neuter gender, whenever they should so apply.

XVI. INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT

     The Insurer shall not be deemed a party to this Agreement, but will respect
     the rights of the parties as herein  developed  upon  receiving an executed
     copy of this Agreement. Payment or other performance in accordance with the
     policy  provisions  shall  fully  discharge  the  Insurer  for  any and all
     liability.

Executed at New Castle, Indiana this 6th day of May, 1999.


                                        AMERIANA BANK OF
                                        INDIANA, FSB
                                        New Castle, Indiana





/s/ Dauena K. Littrell                  By: /s/ Harry Bailey
----------------------------------         -------------------------------------
Witness                                    President                    Title




/s/ Timothy G. Clark                    By:/s/ Richard Welling
-----------------------------------        -------------------------------------
Witness                                    Richard Welling


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