Exhibit 10.9
                                                                    ------------


                                   [FORM OF]
               WHITE RIVER CAPITAL, INC. 2005 STOCK INCENTIVE PLAN

                            (Effective June 1, 2005)

     1. Purpose of the Plan. The purpose of this White River Capital,  Inc. 2005
Stock Incentive Plan is to offer certain Employees,  Non-Employee Directors, and
Consultants  the  opportunity to acquire a proprietary  interest in the Company.
Through the Plan, the Company and its Affiliates seek to attract,  motivate, and
retain highly competent  persons.  The success of the Company and its Affiliates
is dependent upon the efforts of these persons.  The Plan provides for the grant
of options,  restricted stock awards,  and performance  stock awards.  An option
granted under the Plan may be a Non-Statutory Stock Option or an Incentive Stock
Option, as determined by the Administrator.

     2. Definitions. As used herein, the following definitions shall apply.

     "Act" shall mean the Securities Act of 1933, as amended.

     "Administrator" shall mean the Board or any one of the Committees.

     "Affiliate"  shall mean any parent or  subsidiary  (as  defined in Sections
424(e) and (f) of the Code, respectively) of the Company.

     "Award" shall mean an Option or Stock Award.

     "Board" shall mean the Board of Directors of the Company.

     "Cause"  shall  have  the  meaning  given  to it  under  the  Participant's
employment  agreement with the Company or Affiliate,  or a policy of the Company
or an Affiliate. If the Participant does not have an employment agreement or the
employment  agreement  does not  define  this term  (using  this term or another
similar  term),  or the  Company  or an  Affiliate  does not have a policy  that
defines this term, then Cause shall include  malfeasance or gross misfeasance in
the  performance  of duties or  conviction  of illegal  activity  in  connection
therewith  or any  conduct  detrimental  to the  interests  of the Company or an
Affiliate  which results in  termination of the  Participant's  service with the
Company or an Affiliate, as determined by the Administrator.

     "Change in Control" shall mean:

          (i) the  consummation  of a plan of  dissolution or liquidation of the
     Company;

          (ii) the individuals who, as of the effective date hereof, are members
     of the Board and William E. McKnight and John W. Rose ("Incumbent  Board"),
     cease for any reason to  constitute  at least  two-thirds of the members of
     the Board;  provided,  however,  that if the election,  or  nomination  for
     election by the Company's shareholders, of any new director was approved by
     a vote of at least  two-thirds  of the Incumbent  Board,  such new director
     shall,  for  purposes  of this






<PAGE>


     Plan, be considered as a member of the Incumbent Board; provided,  further,
     however,  that no individual  shall be considered a member of the Incumbent
     Board if such individual  initially assumed office as a result of either an
     actual or  threatened  "election  contest"  or other  actual or  threatened
     solicitation  of  proxies  or  consents  by or on behalf of an  individual,
     entity  or group  (within  the  meaning  of  Section  13(d) or 14(d) of the
     Exchange  Act) (a  "Person")  other  than  the  Board (a  "Proxy  Contest")
     including  by  reason of any  agreement  intended  to avoid or  settle  any
     election contest or Proxy Contest;

          (iii)  the   consummation   after  August  15,  2005,  of  a  plan  of
     reorganization, merger or consolidation involving the Company, except for a
     reorganization,  merger or consolidation  where (A) the shareholders of the
     Company immediately prior to such  reorganization,  merger or consolidation
     own directly or indirectly at least 70% of the combined voting power of the
     outstanding   voting   securities  of  the  company   resulting  from  such
     reorganization,  merger  or  consolidation  (the  "Surviving  Company")  in
     substantially  the same proportion as their ownership of voting  securities
     of  the  Company  immediately  prior  to  such  reorganization,  merger  or
     consolidation,  and (B) the  individuals  who were members of the Incumbent
     Board  immediately  prior to the execution of the  agreement  providing for
     such reorganization, merger or consolidation constitute at least two-thirds
     of the members of the board of directors of the Surviving Company,  or of a
     company  beneficially  owning,  directly or  indirectly,  a majority of the
     voting securities of the Surviving Company;

          (iv) the sale of all or substantially all the assets of the Company to
     another Person; or

          (v) the acquisition by another Person of beneficial  ownership (within
     the  meaning of Rule 13d-3  promulgated  under the  Exchange  Act) of stock
     representing  more than  fifty  percent  (50%) of the  voting  power of the
     Company then outstanding by another Person;

     provided, however, the initial registered public offering of Common Stock
shall not constitute a Change in Control.

     "Code" shall mean the Internal Revenue Code of 1986, as amended.

     "Committee"  shall mean a committee  appointed  by the Board in  accordance
with Section 3 below.

     "Common Stock" shall mean the common stock of the Company, no par value.

     "Company" shall mean White River Capital, Inc., an Indiana corporation.

     "Consultant"  shall mean any natural person who performs bona fide services
for the Company or an Affiliate as a consultant or advisor,  excluding Employees
and Non-Employee Directors.



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<PAGE>


     "Date of Grant" shall mean the effective date as of which the Administrator
grants an Option to an Optionee or a Stock Award to a Grantee.

     "Disability"  shall  mean  total and  permanent  disability  as  defined in
Section 22(e)(3) of the Code.

     "Employee"  shall mean any individual  who is a common-law  employee of the
Company or an Affiliate.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

     "Exercise  Price," in the case of an Option,  shall mean the exercise price
for a share of Optioned Stock.

     "Fair Market Value" shall mean,  as of any date,  the value of Common Stock
determined as follows:

          (i) If the Common Stock is listed on any established stock exchange or
     a national market system, including without limitation, the Nasdaq National
     Market or The Nasdaq SmallCap  Market of The Nasdaq Stock Market,  its Fair
     Market  Value  shall be the  closing  sales  price  for such  stock (or the
     closing  bid,  if no sales were  reported)  as quoted on such  exchange  or
     system for the last market trading day prior to the time of  determination,
     as  reported  in The  Wall  Street  Journal  or such  other  source  as the
     Administrator deems reliable;

          (ii) If the Common Stock is regularly quoted by one or more recognized
     securities  dealer but  selling  prices are not  reported,  its Fair Market
     Value shall be the mean  between the high bid and low asked  prices for the
     Common Stock  quoted by such  recognized  securities  dealer(s) on the last
     market trading day prior to the day of determination; or

          (iii) In the absence of an  established  market for the Common  Stock,
     its Fair  Market  Value shall be  determined  by the  Administrator  in any
     reasonable manner including, for example, the valuation method described in
     ss. 20.2031-2 of the regulations promulgated pursuant to the Code.

     "Granted  Stock"  shall mean the shares of Common  Stock that were  granted
pursuant to a Stock Award.

     "Grantee" shall mean any person who is granted a Stock Award.

     "Immediate  Family" shall mean the Optionee's or Grantee's spouse and issue
(including  adopted and step  children)  and (ii) the phrase  "immediate  family
members  or to trusts  established  in whole or in part for the  benefit  of the
Optionee/Grantee  and/or one or more of such immediate  family members" shall be
further  limited,  if necessary,  so that neither the transfer of an Award other
than an Incentive Stock Option to such immediate family member or trust, nor the
ability of a Optionee  or  Grantee  to make such a transfer  shall have  adverse
consequences to the




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<PAGE>

Company or the  Optionee  or Grantee  by reason of the Code,  including  Section
162(m) and Section 422.

     "Incentive  Stock  Option"  shall mean an Option  intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code.

     "Mature Shares" shall mean Shares that had been held by the Participant for
a meaningful period of time such as six months or such other period of time that
is determined by the Administrator.

     "Non-Employee Director" shall mean a non-employee member of the Board.

     "Non-Statutory  Stock  Option" shall mean an Option not intended to qualify
as an Incentive Stock Option.

     "Notice of Stock  Option  Grant"  shall mean the  notice  delivered  by the
Company to the Optionee evidencing the grant of an Option.

     "Option" shall mean a stock option granted pursuant to the Plan.

     "Option  Agreement" shall mean a written agreement that evidences an Option
in such form as the Administrator shall approve from time to time.

     "Optioned Stock" shall mean the Common Stock subject to an Option.

     "Optionee" shall mean any person who receives an Option.

     "Participant" shall mean an Optionee or a Grantee.

     "Performance Stock Award" shall mean an Award granted pursuant to Section 9
of the Plan.

     "Plan" shall mean this White River Capital, Inc. 2005 Stock Incentive Plan,
as amended and restated from time to time.

     "Qualified  Note"  shall  mean a  recourse  note,  with a  market  rate  of
interest,  that may, at the discretion of the  Administrator,  be secured by the
Optioned Stock or otherwise.

     "Restricted  Stock Award" shall mean an Award granted pursuant to Section 8
of the Plan.

     "Risk of  Forfeiture"  shall mean the Grantee's risk that the Granted Stock
may be forfeited and returned to the Company in  accordance  with Section 8 or 9
of the Plan and, if Section  409A would  apply,  must be a  substantial  risk of
forfeiture as defined in Section 409A.

     "Rule  16b-3" shall mean Rule 16b-3  promulgated  under the Exchange Act or
any successor to Rule 16b-3.

     "Section  162(m)" shall mean Section 162(m) of the Code and the regulations
promulgated thereunder.





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<PAGE>

     "Section  409A"  shall mean  Section  409A of the Code and the  regulations
promulgated thereunder.

     "Service"  shall mean the  performance  of services for the Company (or any
Affiliate) by an Employee,  Non-Employee Director, or Consultant,  as determined
by the  Administrator  in its sole discretion.  Except as otherwise  provided in
this Plan,  service  shall not be considered  interrupted  in the case of: (i) a
change of status (i.e.,  from Employee to Consultant,  Non-Employee  Director to
Consultant,  or any other combination);  (ii) transfers between locations of the
Company or between the Company  and any  Affiliate;  or (iii) a leave of absence
approved  by the  Company or an  Affiliate.  A leave of absence  approved by the
Company or an Affiliate  may include sick leave,  military  leave,  or any other
personal  leave  approved by an authorized  representative  of the Company or an
Affiliate.

     "Service  Provider"  shall  mean an  Employee,  Non-Employee  Director,  or
Consultant.

     "Share" shall mean a share of Common Stock.

     "Stock Award" shall mean a Restricted  Stock Award or a  Performance  Stock
Award.

     "Stock Award  Agreement"  shall mean a written  agreement  that evidences a
Restricted  Stock  Award  or  Performance  Stock  Award  in  such  form  as  the
Administrator shall approve from time to time.

     "Tax"  or  "Taxes"  shall  mean  the  federal,  state,  and  local  income,
employment and excise tax liabilities  incurred by the Participant in connection
with the Participant's Awards.

     "10%  Shareholder"  shall  mean the  owner of stock  (as  determined  under
Section  424(d) of the  Code)  possessing  more  than 10% of the total  combined
voting power of all classes of stock of the Company (or any Affiliate).

     "Termination  Date"  shall mean the date on which a  Participant's  Service
terminates, as determined by the Administrator in its sole discretion.

     "Vesting  Event" shall mean the earlier of: (i) the  occurrence of a Change
in Control;  or (ii) the termination of a Participant's  Service (other than for
Cause or other reasons or conditions specified in an Option Agreement or a Stock
Award  Agreement as conditions that would prevent a Vesting Event from occurring
on or after  termination)  following  the  approval by the  shareholders  of the
Company of any matter,  plan or transaction  which would  constitute a Change in
Control.

     3. Administration of the Plan.

          (a)  Except  as  otherwise  provided  for  below,  the  Plan  shall be
     administered by (i) the Administrator or (ii) a Committee,  which Committee
     shall be constituted to satisfy applicable laws.

               (i)  Section  162(m).   To  the  extent  that  the  Administrator
          determines    that   it   is   desirable   to   qualify    Awards   as
          "performance-based compensation"






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<PAGE>

          within the meaning of Section  162(m),  the Plan shall be administered
          by a Committee  comprised  solely of two or more  "outside  directors"
          within the meaning of Section 162(m).

               (ii) Rule 16b-3. To the extent desirable to qualify  transactions
          hereunder as exempt under Rule 16b-3,  the  transactions  contemplated
          hereunder  shall  be  structured  to  satisfy  the   requirements  for
          exemption under Rule 16b-3.

          (b) Powers of the Administrator. Subject to the provisions of the Plan
     and in the case of specific  duties  delegated  by the  Administrator,  and
     subject to the approval of relevant authorities, including the approval, if
     required,  of any stock  exchange or national  market system upon which the
     Common Stock is then listed, the Administrator shall have the authority, in
     its sole discretion:

               (i) to determine the Fair Market Value of the Common Stock;

               (ii) to select the Service  Providers  to whom  Awards may,  from
          time to time, be granted under the Plan;

               (iii) to determine  whether and to what extent Awards are granted
          under the Plan;

               (iv) to  determine  the  number of Shares  that  pertain  to each
          Award;

               (v) to approve the terms of the Option Agreements and Stock Award
          Agreements;

               (vi) to determine the terms and conditions, not inconsistent with
          the terms of the Plan,  of any Award.  Such terms and  conditions  may
          include,  but are not limited to, the Exercise Price, the status of an
          Option  (Non-Statutory  Stock Option or Incentive  Stock Option),  the
          time or times when Awards may be exercised,  any vesting  acceleration
          or  waiver  of  forfeiture   restrictions,   and  any  restriction  or
          limitation  regarding any Award or the Shares relating thereto,  based
          in  each  case on  such  factors  as the  Administrator,  in its  sole
          discretion, shall determine;

               (vii) to determine the method of payment of the Exercise Price;

               (viii)  to  delegate  to  others  responsibilities  to  assist in
          administering the Plan;

               (ix) to  construe  and  interpret  the terms of the Plan,  Option
          Agreements, Stock Award Agreements, and any other documents related to
          the Awards;

               (x) to interpret and  administer  the terms of the Plan to comply
          with all Tax rules and regulations; and





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<PAGE>

               (xi) to  adopt,  alter  and  repeal  such  administrative  rules,
          guidelines  and  practices  governing  the operation of the Plan as it
          shall from time to time deem advisable.

          (c) Effect of Administrator's Decision. All decisions, determinations,
     and  interpretations of the Administrator shall be final and binding on all
     Participants  and any other  holders  of any  Awards.  The  Administrator's
     decisions and determinations  under the Plan need not be uniform and may be
     made selectively  among  Participants  whether or not such Participants are
     similarly situated.

          (d)  Liability.  No  director  or  member  of the  Committee  shall be
     personally liable by reason of any contract or other instrument executed by
     such  member or on his/her  behalf in  his/her  capacity  as a director  or
     member of the Committee for any mistake of judgment made in good faith, and
     the Company shall  indemnify and hold harmless each member of the Committee
     and each other  employee,  officer or  director  of the Company to whom any
     duty or power relating to the  administration or interpretation of the Plan
     may be  allocated  or  delegated,  against  any cost or expense  (including
     counsel  fees) or  liability  (including  any sum paid in  settlement  of a
     claim)  arising out of any act or omission  to act in  connection  with the
     Plan  unless  arising  out of such  person's  own fraud or bad  faith.  The
     foregoing  right of  indemnification  shall not be  exclusive  of any other
     rights of  indemnification  to which such persons may be entitled under the
     Company's  Articles  of  Incorporation  or Bylaws,  as a matter of law,  or
     otherwise, or any power the Company may have to indemnify them or hold them
     harmless.

     4. Stock Subject To The Plan.

          (a) Basic  Limitation.  The total  number of Options and Stock  Awards
     that may be awarded under the Plan may not exceed  250,000,  subject to the
     adjustments provided for in Section 10 of the Plan.

          (b) Additional Shares. In the event that any outstanding Award expires
     or is  canceled or  otherwise  terminated,  the Shares that  pertain to the
     unexercised Award shall again be available for the purposes of the Plan. In
     the event that Shares  issued under the Plan are  reacquired by the Company
     at their original  purchase price, such Shares shall again be available for
     the purposes of the Plan,  except that the aggregate number of Shares which
     may be issued upon the  exercise of  Incentive  Stock  Options  shall in no
     event exceed 250,000  Shares,  subject to the  adjustments  provided for in
     Section 10 of the Plan.

     5.  Eligibility.  The persons  eligible to participate in the Plan shall be
limited to  Employees,  Non-Employee  Directors,  and  Consultants  who have the
potential to impact the long-term  success of the Company  and/or its Affiliates
and who have been selected by the Administrator to participate in the Plan.

     6. Option Terms. Each Option shall be evidenced by an Option Agreement,  in
the form approved by the  Administrator  and may contain such  provisions as the
Administrator deems appropriate;  provided,  however, that each Option Agreement
shall comply with the terms




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<PAGE>

specified  below.  Each Option  Agreement  evidencing an Incentive  Stock Option
shall, in addition, be subject to Section 7 below.

          (a) Exercise Price.

               (i) The Exercise  Price of an Option shall be  determined  by the
          Administrator but shall not be less than 100% of the Fair Market Value
          of a Share on the Date of Grant of such Option.

               (ii) Notwithstanding the foregoing,  where the outstanding shares
          of stock of another  corporation  are changed  into or  exchanged  for
          shares of Common Stock without  monetary  consideration  to that other
          corporation,  then, subject to the approval of the Board,  Options may
          be granted in exchange for unexercised, unexpired stock options of the
          other  corporation  and the  exercise  price  of the  Optioned  Shares
          subject to each  Option so  granted  may be fixed at a price less than
          100% of the Fair  Market  Value of the  Common  Stock at the time such
          Option is granted if said  exercise  price has been computed to be not
          less than the  exercise  price  set  forth in the stock  option of the
          other corporation, with appropriate adjustment to reflect the exchange
          ratio of the shares of stock of the other  corporation into the shares
          of Common Stock of the Company.

               (iii) The  consideration  to be paid for the  Shares to be issued
          upon exercise of an Option,  including the method of payment, shall be
          determined by the  Administrator and may consist entirely of (A) cash,
          (B)  check,  (C)  Mature  Shares,  (D)  Qualified  Note,  or  (E)  any
          combination of the foregoing methods of payment. The Administrator may
          also permit  Optionees,  either on a selective or aggregate  basis, to
          simultaneously  exercise  Options and sell the shares of Common  Stock
          thereby  acquired,  pursuant  to a brokerage  or similar  arrangement,
          approved in advance by the  Administrator,  and use the proceeds  from
          such  sale as  payment  of part or all of the  exercise  price of such
          shares.  Notwithstanding the foregoing, a method of payment may not be
          used if it causes the Company to: (A) recognize  compensation  expense
          for financial reporting purposes (unless waived by the Administrator);
          (B) violate the Sarbanes-Oxley Act of 2002 or any regulations  adopted
          pursuant  thereto;  or (C) violate  Regulation O,  promulgated  by the
          Board of Governors of the Federal Reserve System, as determined by the
          Administrator in its sole discretion.

          (b) Vesting.  Any Option granted  hereunder  shall be exercisable  and
     shall vest at such times and under such  conditions  as  determined  by the
     Administrator and set forth in the Option  Agreement.  An Option may not be
     exercised for a fraction of a Share. Notwithstanding anything herein to the
     contrary,  upon the  occurrence  of a  Vesting  Event,  an  Option  that is
     outstanding  on the date of the Vesting  Event with  respect to such Option
     shall become exercisable on such date (whether or not previously vested).

          (c) Term of Options. No Option shall have a term in excess of 10 years
     measured from the Date of Grant of such Option.





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<PAGE>

          (d) Procedure for Exercise.  An Option shall be deemed to be exercised
     when written notice of such exercise has been given to the Administrator in
     accordance with the terms of the Option Agreement by the person entitled to
     exercise the Option and full payment of the  applicable  Exercise Price for
     the Share being  exercised  has been  received by the  Administrator.  Full
     payment  may,  as   authorized  by  the   Administrator,   consist  of  any
     consideration  and method of payment  allowable under  Subsection  (a)(iii)
     above. In the event of a cashless exercise,  the broker shall not be deemed
     to be an agent of the Administrator.

          (e) Effect of  Termination  of Service.  The effect of  termination of
     Service on an Option Award shall be as prescribed by the applicable  Option
     Agreement;  provided,  that in the  absence  of  provisions  in the  Option
     Agreement to the contrary, the provisions related to termination of Service
     applicable  to  Incentive  Stock  Options set forth in Section 7(e) of this
     Plan shall apply to each Stock Option.

          (f)  Authority of  Administrator.  To the extent that the Company does
     not  violate  the  Sarbanes-Oxley  Act of 2002 or any  regulations  adopted
     pursuant  thereto or Regulation O, promulgated by the Board of Governors of
     the Federal Reserve System (as determined by the  Administrator in its sole
     discretion), the Administrator shall have complete discretion,  exercisable
     either at the time an Option is  granted  or at any time  while the  Option
     remains outstanding, to:

               (i)  extend  the period of time for which the Option is to remain
          exercisable  following  the  Optionee's  cessation of Service from the
          limited  exercise  period  otherwise in effect for that Option to such
          greater period of time as the  Administrator  shall deem  appropriate,
          but in no event beyond the expiration of the Option term; and/or

               (ii)  permit the Option to be  exercised,  during the  applicable
          post-Service  exercise period,  not only with respect to the number of
          vested Shares for which such Option is  exercisable at the time of the
          Optionee's  cessation  of Service but also with respect to one or more
          additional  installments  in which the Optionee  would have vested had
          the Optionee continued in Service.

          (g)  Shareholder  Rights.  Until the  issuance  (as  evidenced  by the
     appropriate  entry on the  books  of the  Company  or of a duly  authorized
     transfer  agent of the Company) of the stock  certificate  evidencing  such
     Shares,  no right to vote or  receive  dividends  or any other  rights as a
     shareholder shall exist with respect to the Optioned Stock, notwithstanding
     the exercise of the Option. The Company shall issue (or cause to be issued)
     such certificate (if certificated) promptly upon exercise of the Option. No
     adjustment  will be made for a dividend or other right for which the record
     date is prior to the date of the issuance of the stock,  except as provided
     in Section 10 below.

          (h) Non-transferability of Options.  Options may not be sold, pledged,
     assigned,  hypothecated,  transferred,  or disposed of in any manner  other
     than  by  will  or by the  laws  of  descent  and  distribution  and may be
     exercised,  during the  lifetime  of the  Optionee,  only by the  Optionee.
     Notwithstanding the immediately  preceding sentence,





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<PAGE>

     the  Administrator  may permit an Optionee to transfer  any Option which is
     not an Incentive  Stock Option to one or more of the  Optionee's  immediate
     family members or to trusts established in whole or in part for the benefit
     of the Optionee and/or one or more of such immediate family members and the
     Administrator  may permit an Optionee to transfer an Incentive Stock Option
     only if such  transfer  does  not  result  in the  Incentive  Stock  Option
     becoming a Non-Statutory Stock Option pursuant to the Code.

     7. Incentive  Stock Options.  The terms specified below shall be applicable
to all Incentive  Stock  Options,  and these terms shall,  as to such  Incentive
Stock Options, supersede any conflicting terms in Section 6 above. Options which
are specifically designated as Non-Statutory Stock Options when issued under the
Plan shall not be subject to the terms of this Section.

          (a)  Eligibility.  Incentive  Stock  Options  may only be  granted  to
     Employees who have been selected by the Administrator.

          (b) Exercise  Price.  The Exercise Price of an Incentive  Stock Option
     shall not be less than 100% of the Fair Market Value of a Share on the Date
     of Grant of such Option, except as otherwise provided for in Subsection (d)
     below.

          (c) Dollar  Limitation.  In the case of an Incentive Stock Option, the
     aggregate  Fair Market Value of the Optioned  Stock  (determined  as of the
     Date of Grant of each  Option)  with  respect  to  Options  granted  to any
     Employee  under the Plan (or any other  option  plan of the  Company or any
     Affiliate)  that may for the first time  become  exercisable  as  Incentive
     Stock  Options  during  any one  calendar  year shall not exceed the sum of
     $100,000.  To the extent the Employee  holds two or more such Options which
     become  exercisable  for the  first  time in the same  calendar  year,  the
     foregoing  limitation  on the  exercisability  of such Options as Incentive
     Stock  Options  shall be  applied  on the basis of the order in which  such
     Options  are  granted.  Any  Options  in  excess of such  limitation  shall
     automatically be treated as Non-Statutory Stock Options.

          (d) 10% Shareholder. If any Employee to whom an Incentive Stock Option
     is granted is a 10% Shareholder,  then the Exercise Price shall not be less
     than 110% of the Fair Market  Value of a Share on the Date of Grant of such
     Option,  and the Option term shall not exceed five years  measured from the
     Date of Grant of such Option.

          (e) Effect of Termination of Service.

               (i)  Termination  of Service.  Upon  termination of an Optionee's
          Service,  other  than due to death or  Disability,  the  Optionee  may
          exercise  his/her  Option,  but only on or  prior to the date  that is
          thirty (30) days following the Optionee's  Termination  Date, and only
          to the extent that the Optionee  was entitled to exercise  such Option
          on the Termination  Date (but in no event later than the expiration of
          the term of such  Option,  as set forth in the Notice of Stock  Option
          Grant to the  Option  Agreement).  If, on the  Termination  Date,  the
          Optionee is not entitled to exercise the Optionee's entire Option, the
          Shares covered by the unexercisable portion of the Option shall revert
          to the Plan. If,




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<PAGE>

          after  termination of Service,  the Optionee does not exercise his/her
          Option within the time specified  herein,  the Option shall terminate,
          and the Optioned Stock shall revert to the Plan.

               (ii)  Disability of Optionee.  In the event of  termination of an
          Optionee's  Service  due  to  his/her  Disability,  the  Optionee  may
          exercise  his/her  Option,  but only on or  prior to the date  that is
          twelve (12) months  following the  Termination  Date,  and only to the
          extent that the Optionee  was entitled to exercise  such Option on the
          Termination  Date (but in no event later than the  expiration  date of
          the term of his/her Option, as set forth in the Notice of Stock Option
          Grant to the Option  Agreement).  To the extent  the  Optionee  is not
          entitled to exercise  the Option on the  Termination  Date,  or if the
          Optionee does not exercise the Option to the extent so entitled within
          the  time  specified  herein,  the  Option  shall  terminate,  and the
          Optioned Stock shall revert to the Plan.

               (iii) Death of Optionee. In the event that an Optionee should die
          while in  Service,  the  Optionee's  Option  may be  exercised  by the
          Optionee's  estate  or by a  person  who has  acquired  the  right  to
          exercise the Option by bequest or inheritance, but only on or prior to
          the date that is twelve (12) months  following the date of death,  and
          only to the extent that the  Optionee  was  entitled  to exercise  the
          Option at the date of death (but in no event later than the expiration
          date of the term of  his/her  Option,  as set  forth in the  Notice of
          Stock Option Grant to the Option Agreement). If, at the time of death,
          the Optionee was not entitled to exercise  his/her Option,  the Shares
          covered by the  unexercisable  portion of the Option shall immediately
          revert to the Plan. If after death, the Optionee's  estate or a person
          who   acquires  the  right  to  exercise  the  Option  by  bequest  or
          inheritance  does not  exercise the Option  within the time  specified
          herein,  the Option  shall  terminate,  and the  Optioned  Stock shall
          revert to the Plan.

          (f) Change in Status.  Notwithstanding the foregoing,  in the event of
     an  Optionee's   change  of  status  from  Employee  to  Consultant  or  to
     Non-Employee  Director, an Incentive Stock Option held by the Optionee may,
     at the discretion of the Administrator, cease to be treated as an Incentive
     Stock Option and shall be treated for tax purposes as a Non-Statutory Stock
     Option three months and one day following such change of status.

          (g) Approved Leave of Absence.  Notwithstanding  the foregoing,  if an
     Optionee  is  on  an  approved   leave  of  absence,   and  the  Optionee's
     reemployment  upon expiration of such leave is not guaranteed by statute or
     contract, including Company policies, then on the date three months and one
     day after commencement of such leave any Incentive Stock Option held by the
     Optionee may, at the discretion of the  Administrator,  cease to be treated
     as an  Incentive  Stock  Option and shall be treated for tax  purposes as a
     Non-Statutory Stock Option.

     8. Restricted  Stock Award.  Each Restricted Stock Award shall be evidenced
by a Stock Award Agreement,  in the form approved by the  Administrator  and may
contain  such




                                       11
<PAGE>

provisions as the Administrator deems appropriate; provided, however, such Stock
Award Agreement shall comply with the terms specified below.

          (a) Risk of Forfeiture.

               (i) General Rule.  Shares issued  pursuant to a Restricted  Stock
          Award shall initially be subject to a Risk of Forfeiture.  The Risk of
          Forfeiture shall be set forth in the Stock Award Agreement,  and shall
          comply with the terms specified below.

               (ii) Lapse of Risk of  Forfeiture.  The Risk of Forfeiture  shall
          lapse as the Grantee  vests in the Granted  Stock.  The Grantee  shall
          vest in the Granted  Stock at such times and under such  conditions as
          determined  by the  Administrator  and set  forth in the  Stock  Award
          Agreement.  Notwithstanding  the  foregoing,  upon the occurrence of a
          Vesting Event with respect to the Restricted  Stock Award, the Grantee
          shall  become  100% vested in those  shares of Granted  Stock that are
          outstanding on the date of the Vesting Event.

               (iii) Forfeiture of Granted Stock. Except as otherwise determined
          by the  Administrator  in its  discretion,  the Granted  Stock that is
          subject to a Risk of Forfeiture  shall  automatically be forfeited and
          immediately returned to the Company on the Grantee's  Termination Date
          or the date on  which  the  Administrator  determines  that any  other
          conditions to the vesting of the  Restricted  Stock were not satisfied
          during the designated period of time.

          (b) Rights as a  Stockholder.  Subject to any contrary  provision of a
     Stock Award  Agreement,  upon  receipt of a  Restricted  Stock  Award,  the
     Grantee shall have the rights of a  stockholder  with respect to the voting
     of the Granted Stock and shall be entitled to dividends paid on the Granted
     Stock, subject to the conditions contained in the Stock Award Agreement.

          (c)  Dividends.  The Stock Award  Agreement  may require or permit the
     immediate payment,  waiver, deferral or investment of dividends paid on the
     Granted Stock.

          (d)  Non-transferability of Restricted Stock Award. Prior to the lapse
     of all  Risks  of  Forfeiture  or  any  Vesting  Event  with  respect  to a
     Restricted Stock Award,  except as otherwise  provided for in Section 11 of
     the Plan,  Restricted  Stock  Awards  may not be sold,  pledged,  assigned,
     hypothecated,  transferred, or disposed of in any manner other than by will
     or by the laws of descent and distribution and any rights thereunder may be
     exercised,  during  the  lifetime  of the  Grantee,  only  by the  Grantee.
     Notwithstanding the immediately  preceding sentence,  the Administrator may
     permit a Grantee to transfer a Restricted Stock Award to one or more of the
     Grantee's  immediate family members or to trusts established in whole or in
     part for the  benefit of the Grantee  and/or one or more of such  immediate
     family members.

     9. Performance Stock Award. Each Performance Stock Award shall be evidenced
by a Stock Award Agreement,  in the form approved by the Administrator,  and may
contain  such




                                       12
<PAGE>

provisions as the Administrator deems appropriate; provided, however, such Stock
Award Agreement shall comply with the terms specified below.

          (a) Risk of Forfeiture.

               (i) General Rule.  Shares issued pursuant to a Performance  Stock
          Award shall initially be subject to a Risk of Forfeiture.  The Risk of
          Forfeiture shall be set forth in the Stock Award Agreement,  and shall
          comply with the terms specified below.

               (ii) Lapse of Risk of  Forfeiture.  The Risk of Forfeiture  shall
          lapse as the Grantee  vests in the Granted  Stock.  The Grantee  shall
          vest in the Granted  Stock at such times and under such  conditions as
          determined  by the  Administrator  and set  forth in the  Stock  Award
          Agreement,  which  shall  generally  be  determined  according  to the
          achievement or occurrence of specified performance goals,  objectives,
          targets  or  criteria   set  forth  in  the  Stock  Award   Agreement.
          Notwithstanding the foregoing,  upon the occurrence of a Vesting Event
          with respect to a  Performance  Stock Award,  the Grantee shall become
          100% vested in those shares of Granted Stock that are  outstanding  on
          the date of the Vesting Event.

               (iii) Forfeiture of Granted Stock. Except as otherwise determined
          by the  Administrator  in its  discretion,  the Granted  Stock that is
          subject to a Risk of Forfeiture  shall  automatically be forfeited and
          immediately returned to the Company on the Grantee's  Termination Date
          or the date on  which  the  Administrator  determines  that any  other
          conditions to the vesting of the  Performance  Stock Award,  including
          performance  goals, were not satisfied during the designated period of
          time.

          (b) Rights as a Stockholder. Subject to any contrary provisions of the
     Performance  Stock  Award  Agreement,  upon  the  lapsing  of the  Risk  of
     Forfeiture  with respect to all or a portion of a  Performance  Stock Award
     and after the issuance and release to the Grantee of the underlying Shares,
     the  Grantee  shall have the rights of a  stockholder  with  respect to the
     voting  of the  Granted  Stock and  dividends  paid on the  Granted  Stock,
     subject to the conditions contained in the Stock Award Agreement.

          (c)  Dividends.  The Stock Award  Agreement  may require or permit the
     immediate  payment,  waiver,  deferral or investment  of dividends  paid on
     Granted Stock.

          (d) Non-transferability of Performance Stock Award. Prior to the lapse
     of all  Risks  of  Forfeiture  or  any  Vesting  Event  with  respect  to a
     Performance Stock Award,  except as otherwise provided for in Section 11 of
     the Plan,  Performance  Stock  Awards may not be sold,  pledged,  assigned,
     hypothecated,  transferred, or disposed of in any manner other than by will
     or by the laws of descent and distribution and any rights thereunder may be
     exercised,  during  the  lifetime  of the  Grantee,  only  by the  Grantee.
     Notwithstanding the immediately  preceding sentence,  the Administrator may
     permit a Grantee to  transfer a  Performance  Stock Award to one or more of
     the Grantee's




                                       13
<PAGE>

     immediate  family members or to trusts  established in whole or in part for
     the  benefit of the  Grantee  and/or one or more of such  immediate  family
     members.

     10. Adjustments Upon Changes in Capitalization.

          (a) Changes in Capitalization.  The limitations set forth in the Plan,
     the  number of Shares  that  pertain  to each  outstanding  Award,  and the
     Exercise  Price of each Option  shall be  proportionately  adjusted for any
     increase  or  decrease  in the  number of  issued  and  outstanding  Shares
     resulting  from  a  stock  split,  reverse  stock  split,  stock  dividend,
     recapitalization,  combination or  reclassification of the Common Stock, or
     any other  increase  or  decrease  in the number of issued and  outstanding
     Shares,  effected without the receipt of consideration by the Company. Such
     adjustment shall be made by the Administrator,  to the extent possible,  so
     that the  adjustment  shall not result in an accounting  consequence  under
     then applicable accounting principles,  opinions and guidelines and so that
     the  adjustment  shall  not  result  in any  taxes  to the  Company  or the
     Participant.   The  Administrator's   determination  with  respect  to  the
     adjustment shall be final, binding, and conclusive.

          (b)  Dissolution  or  Liquidation.   In  the  event  of  the  proposed
     dissolution or liquidation of the Company,  the Administrator  shall notify
     each Participant as soon as practicable prior to the effective date of such
     proposed transaction. In such event, the Administrator,  in its discretion,
     may provide for a Participant to fully vest in his/her Option, and the Risk
     of Forfeiture to lapse on his/her  Granted Stock.  To the extent it has not
     been  previously  exercised,  an Award will terminate  upon  termination or
     liquidation of the Company.

     11.  Cancellation and Regrant of Awards.  The Administrator  shall have the
authority to effect,  at any time and from time to time, with the consent of the
affected  Optionee,  the  cancellation of any or all outstanding  Options and to
grant in  substitution  new Options  covering the same or a different  number of
Shares but with an Exercise  Price per Share based on the Fair Market  Value per
Share on the new Date of Grant of the Option. The Administrator  shall also have
the authority to effect,  at any time and from time to time, with the consent of
the affected  Grantee,  the cancellation of any or all outstanding  Stock Awards
and to grant in  substitution  new Stock Awards covering the same or a different
number of Shares.  The Administrator may also, in its sole discretion and at any
time, take any action, including any action that may be considered a "repricing"
under any applicable accounting,  stock exchange or other rule or regulation, to
effect an offer to  exchange  outstanding  Awards  for cash or any other type of
Award permitted hereunder.  For purposes of Section 4 hereof,  Shares underlying
any Award  cancelled  by the Company in such  exchange  shall be  available  for
issuance  under the Plan;  furthermore,  except  with  respect to a  Participant
subject to Section  162(m),  a grant of any Award to a  Participant  pursuant to
such exchange  shall be  disregarded  for purposes of  determining  whether such
Participant  has exceeded any limitations  hereunder  limiting the amount of any
type of Award or aggregate amount of Awards that may be granted to a Participant
(except to the extent the number of Shares  underlying  such Awards  exceeds the
number of Shares underlying the Participant's cancelled Awards).





                                       14
<PAGE>

     12. Share Escrow/Legends. Unvested Shares issued under the Plan may, in the
Administrator's  discretion,  be  held  in  escrow  by  the  Company  until  the
Participant's  interest  in such Shares  vests or may be issued  directly to the
Participant  with  restrictive  legends  on the  certificates  evidencing  those
unvested Shares.

     13. Tax Withholding.

          (a) For corporate purposes, the Company's obligation to deliver Shares
     upon the exercise of Options,  or deliver Shares or remove any  restrictive
     legends  upon vesting of such Shares under the Plan shall be subject to the
     satisfaction  of  all  applicable  federal,  state  and  local  income  and
     employment tax withholding requirements.

          (b) To the extent permitted under the  Sarbanes-Oxley  Act of 2002 and
     the regulations  adopted pursuant thereto,  the  Administrator  may, in its
     discretion,  provide any or all holders of Non-Statutory  Stock Options, or
     unvested  Shares  under the Plan with the  right to use  previously  vested
     Shares in satisfaction of all or part of the Taxes incurred by such holders
     in connection with the exercise of their  Non-Statutory  Stock Options,  or
     the vesting of their Shares;  provided,  however, that this form of payment
     shall be limited to the  withholding  amount  calculated  using the minimum
     statutory rates. Such right may be provided to any such holder in either or
     both of the following formats:

               (i) Stock Withholding: The election to have the Company withhold,
          from  the  Shares  otherwise   issuable  upon  the  exercise  of  such
          Non-Statutory  Stock Option,  or the vesting of such Shares, a portion
          of those Shares with an aggregate Fair Market Value equal to the Taxes
          calculated using the minimum statutory withholding rates.

               (ii) Stock Delivery:  The election to deliver to the Company,  at
          the time the  Non-Statutory  Stock  Option is  exercised or the Shares
          vest,  one or more Shares  previously  acquired by such holder  (other
          than  in  connection  with  the  Option  exercise,  or  Share  vesting
          triggering the Taxes) with an aggregate Fair Market Value equal to the
          Taxes calculated using the minimum statutory rates.

     14.  Effective Date and Term of the Plan. The Plan was adopted by the Board
on ____________, 2005, and shall become effective on the date of its approval by
the Company's shareholders.  Unless sooner terminated by the Administrator,  the
Plan shall continue until  _____________,  2015.  When the Plan  terminates,  no
Awards shall be granted under the Plan  thereafter.  The termination of the Plan
shall not affect any Shares  previously  issued or any Award previously  granted
under the Plan.

     15. Time of Granting  Awards.  The Date of Grant of an Award shall, for all
purposes,  be the date on which the  Administrator  makes the  determination  to
grant  such  Award,  or such  other  date as  determined  by the  Administrator;
provided, however, that any Award granted prior to the date on which the Plan is
approved by the  Company's  shareholders  shall be subject to the  shareholder's
approval of the Plan. Notice of the determination shall be given to each Service
Provider to whom an Award is so granted within a reasonable period of time after
the date of such grant.




                                       15
<PAGE>

     16. Amendment and Termination of the Plan.

          (a) Amendment and Termination. The Board may at any time amend, alter,
     suspend, or discontinue the Plan, but no amendment, alteration, suspension,
     or  discontinuation  shall be made  which  would  impair  the rights of any
     Participant  under any grant  theretofore  made  without the  Participant's
     consent. In addition,  to the extent necessary and desirable to comply with
     Section 422 of the Code and Section 162(m) (or any other  applicable law or
     regulation,  including the  requirements  of any stock exchange or national
     market  system  upon which the Common  Stock is then  listed),  the Company
     shall obtain  shareholder  approval of any Plan  amendment in such a manner
     and to such a degree as required.

          (b)  Effect  of  Amendment  and  Termination.  Any such  amendment  or
     termination of the Plan shall not affect Awards already  granted,  and such
     Awards  shall  remain in full force and effect as if this Plan had not been
     amended  or  terminated,  unless  mutually  agreed  otherwise  between  the
     Participant and the Board, which agreement must be in writing and signed by
     the Participant and the Company.

          (c)  Section  409A.   Notwithstanding  the  foregoing  limitations  on
     amendment,  in the event the Board  determines that Section 409A applies to
     this  Plan  and/or  any  Award,  Stock  Option  Agreement  or  Stock  Award
     Agreement,  then the Board may amend  this Plan  and/or  any  Award,  Stock
     Option Agreement or Stock Award Agreement in order to comply with the terms
     of Section  409A and each  Participant  shall take such  action and execute
     such amendments as the Board requests in that regard.

     17. Regulatory Approvals.

          (a) The implementation of the Plan, the granting of any Awards and the
     issuance of any Shares upon the  exercise  of any granted  Awards  shall be
     subject to the Company's  procurement of all approvals and permits required
     by regulatory  authorities  having  jurisdiction  over the Plan, the Awards
     granted under it, and the Shares issued pursuant to it.

          (b) No Shares or other assets  shall be issued or delivered  under the
     Plan unless and until there shall have been  compliance with all applicable
     requirements of federal and state securities laws, including the filing and
     effectiveness of the Form S-8 registration  statement (if required) for the
     Shares issuable under the Plan, and all applicable listing  requirements of
     any stock exchange (or the Nasdaq Stock Market, if applicable) on which the
     Common Stock is then listed for trading (if any).

     18. No Employment/Service Rights. Nothing in the Plan shall confer upon the
Participant any right to continue in Service for any period of specific duration
or interfere with or otherwise restrict in any way the rights of the Company (or
any Affiliate  employing or retaining such person) or of the Participant,  which
rights are hereby expressly reserved by each, to terminate such person's Service
at any time for any reason, with or without cause.

     19.  Governing  Law.  This Plan shall be governed by Indiana  law,  applied
without regard to conflict of laws principles.




                                       16
<PAGE>

     20. Special Provisions  Applicable To Covered Employees.  Awards to Covered
Employees  (as  defined in  subparagraph  (j),  below)  shall be governed by the
conditions of this Section in addition to the requirements of the other Sections
of this Plan.  Should  conditions set forth under this Section conflict with the
requirements  of the other Sections of this Plan, the conditions of this Section
shall prevail.

          (a) All  Performance  Goals (as defined in  subparagraph  (h),  below)
     related to the Performance Criteria (as defined in subparagraph (g), below)
     for a relevant  Performance  Period (as defined in subparagraph (i), below)
     shall be established by the Committee for each Covered  Employee in writing
     prior to the beginning of the  Performance  Period,  or by such other later
     date for the Performance Period as may be permitted under Section 162(m).

          (b) The  Performance  Goals shall be objective and shall satisfy third
     party  "objectivity"  standards under Section  162(m),  and the regulations
     promulgated thereunder.

          (c) The  Performance  Goals shall not allow for any  discretion by the
     Committee as to an increase in any Stock Award,  but  discretion to lower a
     Stock Award is permissible.

          (d)  Each  Stock  Award  and  payment  of any  Stock  Award  shall  be
     contingent upon the attainment of the Performance Goals that are applicable
     to such Stock  Award.  The  Committee  shall  certify  in writing  prior to
     payment of any such Stock Award that such applicable  Performance  Criteria
     have been satisfied.  Written  resolutions  adopted by the Committee may be
     used for this purpose.

          (e) The total  number of Options and Stock  Awards that may be awarded
     under the Plan to any Covered  Employee in any taxable  year may not exceed
     125,000  shares,  subject to adjustments  provided for in Section 10 of the
     Plan.

          (f) All  Awards  under  this  Plan to  Covered  Employees  or to other
     Participants  who may become  Covered  Employees at a relevant  future date
     shall be  further  subject  to such  other  conditions,  restrictions,  and
     requirements  as the  Committee  may determine to be necessary to carry out
     the purposes of this Section  which is to avoid the loss of  deductions  by
     the Company under Section 162(m).

          (g)  "Performance  Criteria"  means  any of  the  following  areas  of
     performance  of the Company,  or any  Affiliate,  as determined  under U.S.
     Generally  accepted  accounting  principles or as publicly  reported by the
     Company (determined either in absolute terms or relative to the performance
     of one or more similarly  situated  companies or a published index covering
     the  performance of a number of companies):  net income;  return on average
     assets  ("ROA");  cash ROA;  return on average  equity  ("ROE");  cash ROE;
     earnings per share ("EPS"); cash EPS; stock price; and efficiency ratio.

          (h) "Performance Goal" means an objectively  determinable  performance
     goal  established  by the Committee  with respect to a given Award that, if
     the Award is intended to comply with the  requirements  of Section  162(m),
     relates  to one or more




                                       17
<PAGE>

     Performance   Criteria.   Performance   Goals  may  be   established  on  a
     Company-wide  basis  or with  respect  to one or  more  business  units  or
     divisions.  When establishing  Performance Goals, the Committee may exclude
     any or  all  "extraordinary  items"  as  determined  under  U.S.  generally
     accepted accounting principles including,  without limitation,  the charges
     or  costs  associated  with  restructurings  of the  Company,  discontinued
     operations,  other  unusual  or  non-recurring  items,  and the  cumulative
     effects of accounting changes.

          (i)  "Performance  Period" means a period of one or more years, not in
     excess of 10 years, established by the Committee, for which the Performance
     Criteria  shall be  determined  for purposes of  determining  the amount or
     vesting of a Stock Award. Performance Periods may, but are not required to,
     have overlapping years.

          (j) "Covered Employee" means a Participant who is a "covered employee"
     as defined in Section 162(m)(3) of the Code and the regulations promulgated
     thereunder.



                                       18