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 Tim
Clark, 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-tar 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:        48, Male
                  Riders:                       None
                  Ratings:                      According to health of proposed
                                                  insured
                  Option:                       Level Death Benefit
                  Face Amount:                  $620,000
                  Premiums Paid:                $235,000
                  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:        48, Male
                  Riders:                       None
                  Ratings:                      According to health of proposed
                                                   insured
                  Option:                       Level Death Benefit
                  Face Amount:                  $546,350
                  Premiums Paid:                $235,000
                  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 Age:
                  -----------------------

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



                                       10
<PAGE>

                                 LIFE INSURANCE

                      ENDORSEMENT METHOD SPLIT DOLLAR PLAN

                                    AGREEMENT


Insurer:                            Alexander Hamilton Life Insurance Company
                                    Security Life of Denver

Policy Number:                      AH5058511
                                    001078399

Bank:                               Ameriana Bank of Indiana, FSB

Insured:                            Tim Clark

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



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