Exhibit 10.6

                            FIRST INDIANA CORPORATION
                        2004 EXECUTIVE COMPENSATION PLAN

      First Indiana Corporation, an Indiana corporation ("Corporation"),
establishes the following First Indiana Corporation 2004 Executive Compensation
Plan ("Plan"), subject to the approval of its shareholders.

1.    Purpose. The purpose of the Plan is to attract and retain the best
      available talent and encourage the highest level of performance by
      directors, officers and selected employees and consultants, and to provide
      them incentives to put forth maximum efforts for the success of the
      business of the Corporation and its Subsidiaries (collectively, the
      "Employers"), in order to serve the best interests of Corporation and its
      shareholders.

2.    Effective Dates and Term.

      2.1.  The provisions of Sections 1-2, 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8,
            3.9, 3.10, 3.11, 3.12, 3.15, 3.16, 3.18, 3.19. 3.21, 3.22, 3.23,
            3.25, 6.1, 6.2, 6.3.1, 6.3.2, 6.3.4, 6.3.5, 6.3.6, 6.3.7, 6.3.8,
            6.4, 12, 14.1, 14.3, 14.4, 14.5, 18, 19, 20, 21.1, 21.4, 21.5, 21.6
            and 22 hereof shall become effective on October 20, 2004, subject to
            the approval of the Plan by the shareholders of the Corporation at
            their annual meeting in 2005. If such approval is not obtained, all
            Awards made pursuant to or subject to such provisions shall be null
            and void.

      2.2.  The remaining provisions of this Plan shall become effective on the
            date on which the Plan is approved by the shareholders of the
            Corporation.

      2.3.  The Plan will expire on the tenth anniversary of the date on which
            it is approved by the shareholders of the Corporation. No further
            Awards will be made under the Plan on or after such tenth
            anniversary.

3.    Definitions. The following terms, when used in the Plan with initial
      capital letters, will have the following meanings:

      3.1.  [Reserved]

      3.2.  Award means an award of cash or property, or a right to cash or
            property, pursuant to the Plan.

      3.3.  Bank means First Indiana Bank, N.A., a wholly-owned Subsidiary of
            the Corporation

      3.4.  Board means the Board of Directors of the Corporation.

      3.5.  Change in Control means the first to occur of the following:

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            3.5.1. The acquisition by any individual, entity or "group" within
                  the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
                  Exchange Act of 1934, as amended (the "Exchange Act")(a
                  "Person") of beneficial ownership (within the meaning of Rule
                  13d 3 promulgated under the Exchange Act) of 20% or more of
                  either (i) the then outstanding shares of common stock of the
                  Corporation (the "Outstanding Corporation Common Stock") or
                  (ii) the combined voting power of the then outstanding voting
                  securities of the Corporation entitled to vote generally in
                  the election of directors (the "Outstanding Corporation Voting
                  Securities"); provided, however, that the following
                  acquisitions of common stock shall not constitute a Change in
                  Control: (i) any acquisition directly from the Corporation
                  (excluding an acquisition by virtue of the exercise of a
                  conversion privilege by one or more Persons acting in concert,
                  and excluding an acquisition that would be a Change in Control
                  under Section 3.5.3), (ii) any acquisition by the Corporation,
                  (iii) any acquisition by any employee benefit plan (or related
                  trust) sponsored or maintained by the Corporation or any
                  corporation or other entity controlled by the Corporation,
                  (iv) any acquisition by any corporation or other entity
                  pursuant to a reorganization, merger or consolidation which
                  would not be a Change in Control under Section 3.5.3; or (v)
                  any acquisition by an Exempt Person; or

            3.5.2. Individuals who, as of the date hereof, constitute the Board
                  (the "Incumbent Board") cease for any reason to constitute at
                  least a majority of the Board; provided, however, that any
                  individual becoming a director subsequent to the date hereof
                  whose election, or nomination for election by the
                  Corporation's shareholders, was approved by a vote of at least
                  a majority of the directors then comprising the Incumbent
                  Board shall be considered as though such individual were a
                  member of the Incumbent Board, but excluding, for this
                  purpose, any such individual whose initial assumption of
                  office occurs as a result of either an actual or threatened
                  "election contest" or other actual or threatened
                  "solicitation" (as such terms are used in Rule 14a 11 of
                  Regulation 14A promulgated under the Exchange Act) of proxies
                  or consents by or on behalf of a person other than the
                  Incumbent Board; or

            3.5.3.  Consummation of a reorganization, merger, share exchange or
                    consolidation of the Corporation, unless, following such
                    reorganization, merger, share exchange or consolidation, (i)
                    75% or more of, respectively, the then outstanding shares of
                    common stock of the corporation or other entity resulting
                    from such reorganization, merger, share exchange or
                    consolidation and the combined voting power of the then
                    outstanding voting securities of such corporation or other
                    entity entitled to vote generally in the election of
                    directors is then beneficially owned, directly or
                    indirectly, by all or substantially all of the individuals
                    and entities who were the beneficial owners, respectively,
                    of the Outstanding Corporation Common Stock and Outstanding
                    Corporation Voting Securities


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                    immediately prior to such reorganization, merger, share
                    exchange or consolidation in substantially the same
                    proportions as their ownership, immediately prior to such
                    reorganization, merger, share exchange or consolidation,
                    (ii) no Person (excluding the Corporation, any Exempt
                    Person, any employee benefit plan (or related trust) of the
                    Corporation or such corporation or other entity resulting
                    from such reorganization, merger, share exchange or
                    consolidation and any person beneficially owning,
                    immediately prior to such reorganization, merger, share
                    exchange or consolidation, directly or indirectly, 20% or
                    more of the Outstanding Corporation Common Stock or
                    Outstanding Corporation Voting Securities, as the case may
                    be) beneficially owns, directly or indirectly, 20% or more
                    of, respectively, the then outstanding shares of common
                    stock of the corporation or other entity resulting from such
                    reorganization, merger, share exchange or consolidation or
                    the combined voting power of the then outstanding voting
                    securities of such corporation or other entity, entitled to
                    vote generally in the election of directors and (iii) at
                    least a majority of the members of the board of directors of
                    the corporation or other entity resulting from such
                    reorganization, merger, share exchange or consolidation were
                    members of the Incumbent Board at the time of the execution
                    of the initial agreement providing for such reorganization,
                    merger, share exchange or consolidation; or

            3.5.4.  Consummation of (i) a complete liquidation or dissolution of
                    the Corporation or (ii) a sale or other disposition of all
                    or substantially all of the assets of the Corporation, other
                    than to a corporation or other entity, with respect to
                    which, following such sale or other disposition, (A) 75% or
                    more of, respectively, the then outstanding shares of common
                    stock of such corporation or other entity and the combined
                    voting power of the then outstanding voting securities of
                    such corporation or other entity entitled to vote generally
                    in the election of directors is then beneficially owned,
                    directly or indirectly, by all or substantially all of the
                    Persons who were the beneficial owners, respectively, of the
                    Outstanding Corporation Common Stock and Outstanding
                    Corporation Voting Securities immediately prior to such sale
                    or other disposition in substantially the same proportion as
                    their ownership, immediately prior to such sale or other
                    disposition, of the Outstanding Corporation Common Stock and
                    Outstanding Corporation Voting Securities, as the case may
                    be, (B) no Person (excluding the Corporation, any Exempt
                    Person, any employee benefit plan (or related trust) of the
                    Corporation or such corporation or other entity and any
                    person beneficially owning, immediately prior to such sale
                    or other disposition, directly or indirectly, 20% or more of
                    the Outstanding Corporation Common Stock or Outstanding
                    Corporation Voting Securities, as the case may be)
                    beneficially owns, directly or indirectly, 20% or more of,
                    respectively, the then outstanding shares of common stock of
                    such corporation or other entity or the combined voting
                    power of the then outstanding voting securities of such
                    corporation or


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                    other entity entitled to vote generally in the election of
                    directors and (C) at least a majority of the members of the
                    board of directors of such corporation or other entity were
                    members of the Incumbent Board at the time of the execution
                    of the initial agreement or action of the Board providing
                    for such sale or other disposition of assets of the
                    Corporation; or

            3.5.5.  The occurrence of one transaction or a series of
                    transactions, which has the effect of a divestiture by the
                    Corporation of 25% or more of the combined voting power of
                    the outstanding voting securities of the Bank; or

            3.5.6.  The occurrence of any sale, lease or other transfer, in one
                    transaction or a series of transactions, of all or
                    substantially all of the assets of the Bank (other than to
                    the Corporation or one or more Exempt Persons).

            For purposes of this Section 3.5, "Exempt Person" means (i) Robert
            H. McKinney; (ii) Arlene A. McKinney; (iii) any Exempt Descendant
            (as defined below); (iv) any corporation, partnership, trust or
            other organization a majority of the beneficial ownership interest
            of which is owned directly or indirectly by one or more of Robert H.
            McKinney, Arlene A. McKinney or any Exempt Descendant; (v) any
            estate or other successor-in-interest by operation of law of Robert
            H. McKinney, Arlene A. McKinney or any Exempt Descendant; and (vi)
            with reference to an issuer, any group within the meaning of Rule
            13d-5(b) under the Exchange Act, if the majority of the shares of
            such issuer beneficially owned by such group is attributable to
            shares of such issuer which would be considered beneficially owned
            by individuals and entities described in (i) through (v) inclusive
            absent the existence of the group. For purposes of this definition,
            "Exempt Descendant" shall mean any child, grandchild or other
            descendant of Robert H. McKinney, or any spouse of any such child,
            grandchild or other descendant, including in all cases adoptive
            relationships.

      3.6.  Code means the Internal Revenue Code of 1986, as in effect from time
            to time.

      3.7.  Committee means the Compensation Committee of the Board and, to the
            extent the administration of the Plan has been assumed by the Board
            pursuant to Section 20.1, the Board.

      3.8.  Common Stock means the Common Stock of the Corporation or any
            security into which such Common Stock may be changed by reason of
            any transaction or event of the type described in Section 16.

      3.9.  Consultant means any person, including an advisor, who is engaged by
            an Employer to render services on a regular or periodic basis and
            who is compensated for such services.


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      3.10. Continuous Status means that the Grantee's relationship with the
            Employers as a director, officer, employee or Consultant, is not
            interrupted or terminated. Continuous Status shall not be considered
            interrupted in the case of transfers between locations of an
            Employer, or between Employers, or, to the extent provided in
            Section 14.1, from an Employer to any successor of an Employer. The
            Compensation Committee in its discretion may determine (a) whether
            any leave of absence constitutes a termination of Continuous Status
            for purposes of the Plan, (b) the impact, if any, of any such leave
            of absence on Awards theretofore made under the Plan, and (c) when a
            change in a Consultant's association with the Employers constitutes
            a termination of Continuous Status for purposes of the Plan.

      3.11. Covered Participant means a Participant who is, or whom the
            Committee deems likely to become, a "covered employee" within the
            meaning of Section 162(m) of the Code.

      3.12. Date of Grant means the date specified by the Committee on which an
            Award will become effective.

      3.13. [Reserved]

      3.14. [Reserved]

      3.15. Evidence of Award means an agreement, certificate, resolution or
            other type or form of writing or other evidence approved by the
            Committee which sets forth the terms and conditions of an Award. An
            Evidence of Award may be in any electronic medium, may be limited to
            a notation on the books and records of an Employer and need not be
            signed by a representative of the Corporation or the Participant.

      3.16. Executive Compensation Plan Bonus means an award of annual incentive
            compensation made pursuant to and subject to the conditions set
            forth in Section 12.

      3.17. [Reserved]

      3.18. Market Value per Share means, with reference to a share of Common
            Stock and a given day, the per share value of Common Stock on such
            day, determined as follows.

            3.18.1. If the principal market for the Common Stock (the "Market")
                    is a national securities exchange or the National
                    Association of Securities Dealers Automated Quotation System
                    ("NASDAQ") National Market, the last sale price of Common
                    Stock on such day or, if no reported sale takes place on
                    such day, the average of the high bid and low asked price of
                    Common Stock as reported on such Market for such day
                    ("average price") or, if no


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                    such average price can be determined for such day, the most
                    recent reported sale price of Common Stock within the
                    preceding ten business days, or if no such sale shall have
                    occurred, the average price for the most recent business day
                    preceding such day for which an average price can be
                    determined, provided an average price can be determined for
                    any of the ten business days preceding such day;

            3.18.2. If the Market is the NASDAQ National List, the NASDAQ
                    Supplemental List or another market, the average of the high
                    bid and low asked price for Common Stock on such day (the
                    "average price"), or, if no such average price can be
                    determined for such day, the most recent reported sale price
                    within the preceding ten business days, or, if no such sale
                    shall have occurred, the average price for the most recent
                    business day preceding such day for which an average price
                    can be determined, provided an average price can be
                    determined for any of the ten business days preceding such
                    day; or,

            3.18.3. In the event that neither Section 3.18.1 nor Section 3.18.2
                    shall apply, the Market Value per Share of a share of Common
                    Stock on any day shall be determined in good faith by the
                    Compensation Committee.

      3.19. Non-Employee Director means a member of the Board who is not a
            regular full-time employee of the Corporation or any Subsidiary.

      3.20. [Reserved]

      3.21. Participant means, with respect to an Award, the individual to whom
            such Award is granted.

      3.22. Performance Goal means, with reference to a Performance Measure, a
            specific level that is sought to be achieved. Performance Goals may
            be set in respect of various levels of achievement. For example,
            base level, target level, base extra achievement and target extra
            achievement Performance Goals may be set in respect of the same
            Performance Measure.

      3.23. Performance Measure means, with reference to a Performance Goal, the
            business or financial econometric with reference to which the
            Performance Goal is set.

      3.24. [Reserved]

      3.25. Performance Period means, with respect to an Award, a period of time
            within which the Performance Goals relating to such Award are to be
            measured. The Performance Period for an Executive Compensation Plan
            Bonus will be a period of 12 months, and, unless otherwise expressly
            provided in the Plan, the


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            Performance Period for all other Awards will be established by the
            Committee at the time of the Award.

      3.26. [Reserved]

      3.27. [Reserved]

      3.28. [Reserved]

      3.29. [Reserved]

      3.30. [Reserved]

      3.31. Subsidiary means (i) any corporation of which at least 50% of the
            total combined voting power of all outstanding shares of stock is
            owned directly or indirectly by the Corporation, (ii) any
            partnership of which at least 50% of the profits interest or capital
            interest is owned directly or indirectly by the Corporation and
            (iii) any other entity of which at least 50% of the total equity
            interest is owned directly or indirectly by the Corporation.

4.    [Reserved]

5.    [Reserved]

6.    Performance Measures and Goals.

      6.1.  Performance Goals. In making Awards under the Plan, the Committee
            may establish specified Performance Goals which must be achieved
            during a specified Performance Period in order for the benefits
            under the Award to vest. Such Performance Goals may relate to the
            Participant or a particular group of Participants, to the
            Corporation or a Subsidiary, or to the Corporation and its
            Subsidiaries as a whole.

      6.2.  Modification of Performance Measures and Goals. Except as provided
            in Section 6.3 in respect of Awards to Covered Participants, the
            Committee, at any time prior to the vesting of an Award, (i) may
            shorten or extend the Performance Period specified in the Award or
            (ii) may replace or supplement the Performance Goals specified in
            the Award with new or modified Performance Goals in respect of the
            same or different Performance Measures. Awards may be made for the
            purpose of replacing earlier Awards, including earlier Awards made
            otherwise than under this Plan. Replacement Awards may specify a
            Performance Period that includes part or all of the Performance
            Period specified in the earlier Award or that continues beyond the
            Performance Period specified in the earlier Award. In setting the
            amounts and other compensation that may be earned under a
            replacement Award and the Performance Goals on which the same are
            contingent, the Committee may consider the Participant's service and
            compensation prior to


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            or subsequent to, as well as during, the Performance Period
            specified in the replacement Award and the extent to which the
            Performance Goals specified in the earlier Award were met. The terms
            of a replacement Award may not be less favorable to the Participant
            than those of the earlier Award unless the Participant agrees to
            such replacement in writing.

      6.3.  Limitations Applicable to Awards to Covered Participants. To the
            extent necessary in order for compensation received by a Covered
            Participant pursuant to an Award to qualify as "performance-based
            compensation" within the meaning of Code Section 162(m), the
            following limitations shall apply:

            6.3.1.  Such compensation shall be paid solely on account of the
                    attainment during the applicable Performance Period of one
                    or more pre-established, objective Performance Goals. Such
                    Performance Goals must be set with respect to one or more of
                    the following Performance Measures: Net Income, Net Income
                    Growth Rate, Return on Equity, Fair Market Value of Common
                    Stock, economic value added, level of non-performing loans,
                    expense management, deposits, loan originations, market
                    share, industry leadership and organizational development.
                    Such Performance Goals and all levels of attainment thereof
                    must be substantially uncertain as to outcome when
                    established by the Committee.

            6.3.2.  The maximum incentive amount that may be earned under the
                    Plan by any one Covered Participant during any one
                    Performance Period in respect of a cash-denominated Award
                    shall be the lesser of (i) the product of $50,000 times the
                    number of months in the Performance Period or (ii) such
                    amount as shall equal 100% of the Participant's base salary
                    earned during the Performance Period.

            6.3.3.  [Reserved]

            6.3.4.  The Committee shall review the Performance Goals at least
                    annually during the course of the Performance Period. If it
                    determines, based on actual results achieved by peer group
                    institutions during the portion of a Performance Period
                    preceding its review, that the economic environment in which
                    the Corporation or a Subsidiary is operating is such that
                    the Performance Goals previously established for such
                    Performance Period or portion thereof are too high or too
                    low, the Committee shall adjust the Performance Goals
                    accordingly; provided, however, that any such adjustment
                    shall be reported promptly to the affected Participants and
                    shall be made far enough before the end of the Performance
                    Period, and at such level, that attainment of the
                    Performance Goal, as adjusted, is substantially uncertain as
                    to outcome at the time of such announcement.

            6.3.5.  The Committee may establish a year-by-year schedule for the
                    attainment of the Performance Goals specified in an Award.
                    For example, it may


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                    determine that in order for the Award to vest the cumulative
                    Return on Equity for a three-year Performance Period must be
                    31.5%, that the Return on Equity for the first year of such
                    Performance Period must be 10% and that the Return on Equity
                    for second year of such Performance Period must be 10.5%. In
                    such a case, it may adjust the percentages for the first and
                    second years after the end of the first year and adjust the
                    percentage for the second year after the second year, if,
                    with respect to each such annual adjustment, it determines,
                    based on its annual review of actual results achieved by
                    peer group institutions for the prior year, that the
                    economic environment in which the Corporation or a
                    Subsidiary is operating is such that the percentages
                    previously set are too high or too low and that the
                    adjustment is needed in order for the original intent of the
                    Committee to be carried out. If the percentage established
                    for first or second year, adjusted in accordance with the
                    preceding sentence, is not attained, the Committee may
                    reduce or cancel the Award. Except to the extent the
                    Committee acts to reduce or cancel the Award within 90 days
                    after the end of an interim year in which the applicable
                    percentage is not attained, the Award shall continue in
                    effect, without regard to the attainment of the applicable
                    percentages for such interim years, subject to attainment of
                    the applicable cumulative percentage for the entire
                    Performance Period.

            6.3.6.  In determining the extent to which a Performance Goal has
                    been attained during the Performance Period or any portion
                    thereof, the Committee shall adjust the actual results for
                    such Performance Period or portion to eliminate the impact
                    thereon of items that were not considered by the Committee
                    in establishing such Performance Goal and that are deemed by
                    the Committee to be extraordinary.

            6.3.7.  If a major change in the business of the Corporation or a
                    Subsidiary occurs during a Performance Period, and if the
                    Committee determines that because of such change the
                    Performance Goals initially established for such Performance
                    Period are no longer appropriate, or can no longer be
                    measured objectively on the basis of readily available
                    financial data, the Committee may change such Performance
                    Goals in such a manner as it deems appropriate; provided,
                    however, that any such changes shall be reported promptly to
                    affected Participants and shall be made far enough before
                    the end of the Performance Period, and shall be of such a
                    nature, that attainment of the Performance Goals, as
                    changed, is substantially uncertain as to outcome at the
                    time of the announcement.

            6.3.8.  Following the completion of each Performance Period, the
                    Committee shall certify in writing whether the applicable
                    Performance Goals have been attained for such Performance
                    Period and the incentive amounts, if any, payable Covered
                    Participants for such Performance Period. The Committee, in
                    its discretion, may eliminate or reduce the incentive amount


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                    payable to a Covered Participant; provided, however, that no
                    such action may have the effect of increasing the incentive
                    amount payable to another Covered Participant.
                    Notwithstanding the foregoing, if a Change in Control occurs
                    after the beginning of a Performance Period and prior to the
                    close thereof, no such elimination or reduction shall be
                    made.

      6.4.  Generally Applicable Provisions. The following special provisions
            shall apply to Awards made pursuant to a written incentive program
            adopted by the Committee pursuant to the Plan, unless and except to
            the extent such written incentive program provides otherwise:

            6.4.1.  Definitions.

                     (i)    Equity means with respect to any calendar year the
                            average stockholders' equity of the Corporation for
                            such year as determined by the Corporation's
                            Independent Auditors.

                     (ii)   Full Award means with reference to a Participant's
                            Award Award, the aggregate of all amounts and other
                            compensation that may be earned by such Participant
                            pursuant to such Award.

                     (iii)  Growth Rate with respect to a Performance Period
                            means the growth rate determined by measuring the
                            specific performance being measured during the first
                            year of the Performance Period as compared to such
                            performance during the calendar year immediately
                            preceding the beginning of the Performance Period;
                            the growth rate determined by measuring such
                            performance during the second year of the
                            Performance Period as compared to such performance
                            during the first year of the Performance Period; the
                            growth rate determined by measuring such performance
                            during the third year of the Performance Period as
                            compared to such performance during the second year
                            of the Performance Period; and then calculating a
                            simple arithmetic average of the individual year
                            growth rates to determine the applicable growth rate
                            for the Performance Period.

                     (iv)   Independent Auditors means with respect to any
                            calendar year the independent public accountants
                            appointed by the Board of Directors of the
                            Corporation to audit the consolidated financial
                            statements of the Corporation on behalf of the
                            shareholders and Board of Directors of the
                            Corporation.

                     (v)    Net Income means with respect to any calendar year
                            the consolidated net income of the Corporation for
                            such year after provision for all costs and
                            expenses, including the expenses


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                            incurred by the Plan, and federal, state and foreign
                            income taxes; all as determined by the Independent
                            Auditors.

                     (vi)   Performance Goals means the goals related to the
                            performance criteria designated in Section 4 above,
                            which Performance Goals will be established by the
                            Committee for a Performance Period.

                     (vii)  Performance Period means each period of service in
                            respect of which the Committee establishes an
                            incentive program. The Committee may implement an
                            incentive program for a Performance Period at any
                            time before or within 90 days after the beginning of
                            such Performance Period.

                     (viii) Pro-Rata Award means a fraction of the Participant's
                            Full Award, the numerator of which fraction is the
                            number of full calendar months during the
                            Performance Period for such award (and ending prior
                            to the last date for making the election referred to
                            in Section 14.4.2, if such election is made by such
                            Participant) in which the Participant was employed
                            by the Employers (or to the extent provided in
                            Section 14.1, by the successor of an Employer, an
                            affiliate of such successor, or any successor of
                            such successor of such successor or any such
                            affiliate), and the denominator of which fraction is
                            the number of full calendar months during such Award
                            Period.

                     (ix)   Return on Equity" or "ROE" means, with respect to
                            any calendar year, Net Income for such year divided
                            by Equity for such year.

            6.4.2.  If a Participant's employment with the Corporation and its
                    Subsidiaries terminates during a Performance Period
                    otherwise than by reason of a qualifying circumstance, the
                    Participant's participation in the Plan shall terminate
                    forthwith, and he or she shall not be entitled to receive
                    any portion of his Award for such Performance Period, except
                    as provided in Section 14 below in the event of a Change in
                    Control. If a Participant's employment terminates during a
                    Performance Period by reason of a qualifying circumstance,
                    and if the Performance Goals for that Performance Period
                    ultimately are met, the Participant may, at the discretion
                    of the Committee, receive his or her Pro-Rata Award for such
                    Performance Period [or his or her Full Share, to the extent
                    provided in Section 14.4.3 in the event of a Change in
                    Control]. A termination shall be deemed to be by reason of a
                    qualifying circumstance if (i) it occurs due to the
                    Participant's death or Disability, (ii) it occurs after the
                    Participant has attained age 62 and completed 25 years of
                    service, or (iii) it is due to a reduction in force,
                    reallocation of responsibilities or similar initiative


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                    of the Corporation or employing Subsidiary and is unrelated
                    to any dissatisfaction, merited or unmerited, with the
                    Participant's job performance. For purposes of this section,
                    a Participant's employment shall be deemed to terminate
                    before the end of a Performance Period, even if it does not
                    actually so terminate, if, before the end of such
                    Performance Period, and before the occurrence of a Change in
                    Control, (i) such Participant gives notice of his or her
                    resignation to the Corporation or employing Subsidiary,
                    effective as of a date before or within 60 days after the
                    end of such Performance Period, (ii) such Participant takes
                    any action, such as accepting another job, that indicates he
                    or she definitely plans to terminate his or her employment
                    before or within 60 days after the end of such Performance
                    Period, or (iii) the Corporation or employing Subsidiary
                    gives notice to such Participant that his or her employment
                    is being terminated as of a date prior to or within 30 days
                    after the end of such Performance Period.

7.    [Reserved]

8.    [Reserved].

9.    [Reserved]

10.   [Reserved]

11.   [Reserved]

12.   Executive Compensation Plan Bonuses. The Committee may from time to time
      authorize payment of annual incentive compensation in the form of an
      Executive Compensation Plan Bonus to a Participant, which will become
      payable upon achievement of specified Performance Goals. Executive
      Compensation Plan Bonuses will be payable upon such terms and conditions
      as the Committee may determine in accordance with the following
      provisions:

      12.1. The Committee will specify the Performance Goals that, if achieved,
            will result in the payment of the Executive Compensation Plan Bonus.

      12.2. The Committee will specify the time and manner of payment of an
            Executive Compensation Plan Bonus which becomes payable, which
            payment may be made in (i) cash, (ii) shares of Common Stock having
            an aggregate Market Value per Share equal to the aggregate value of
            the Executive Compensation Plan Bonus which has become payable or
            (iii) any combination thereof, as determined by the Committee in its
            discretion at the time of payment.

      12.3. Each grant may be evidenced by an Evidence of Award, which will
            contain such terms and provisions as the Committee may determine
            consistent with the Plan, including without limitation provisions
            relating to the Participant's termination of


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            employment by reason of retirement, death, disability or otherwise.

13.   [Reserved]

14.   Change in Control Provisions. Unless and except the extent the applicable
      Evidence of Award provides otherwise, outstanding Awards are subject to
      the following special provisions in the event of a Change in Control:

      14.1. If a Participant, in connection with a Change in Control, ceases to
            be a director, officer, employee or Consultant of the Employers and
            becomes a director, officer, employee or Consultant of the successor
            to an Employer or an affiliate of such successor, his or her
            Continuous Status shall not be deemed to have terminated or been
            interrupted unless and until he or she ceases to be a director,
            officer, employee or Consultant of such successor or affiliate and
            its successors. For purposes of determining such a Participant's
            Pro-Rata Award pursuant to Section 6.4.1 (viii), service with such
            successor or affiliate and its successors shall be treated as
            service with the Employers.

      14.2. [Reserved]

      14.3. Except as otherwise specified in the applicable Evidence of Award,
            if a Change in Control occurs after the grant of a Restricted Shares
            or Deferred Shares Award under this Plan (or under a Prior Plan if
            such grant is subject to Performance Goals or Performance Measures
            adopted pursuant to this Plan or to the terms and conditions of any
            incentive program established pursuant to this Plan), such Award
            shall continue in effect according to its terms or, if there is a
            successor employer, there shall be substituted for the Restricted
            Shares or Deferred Shares covered by such Award restricted shares or
            deferred shares of the successor employer or a parent of the
            successor employer having the same value, as of the effective date
            of such Change in Control, as the Restricted Shares or Deferred
            Shares of the predecessor for which it is substituted. In the event
            the Participant's Continuous Status is terminated by his or her
            Employer or its successor without cause, as defined for purposes of
            any written agreement under which the Participant is employed by
            such Employer or its successor, or by the Participant for good
            reason, as defined for purposes of any such agreement, prior to the
            end of the employment term provided in any such agreement, such
            Restricted Shares or Deferred Shares or substituted restricted
            shares or deferred shares shall become and remain fully vested and
            transferable, notwithstanding such termination of Continuous Status.

      14.4. Awards Under Incentive Programs. The following special provisions
            shall apply to Awards made pursuant to a written incentive program
            adopted by the Committee pursuant to the Plan, unless and except to
            the extent such written incentive program provides otherwise:


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<PAGE>

            14.4.1. If substantially all of the assets and business of an
                    Employer are acquired by such Employer's successor in
                    connection with a Change in Control, and if any Awards under
                    the Plan are then outstanding for a Performance Period then
                    still open, then such successor shall be required to assume
                    the Plan and such Awards, and all rights and obligations of
                    the Employers, as to all Participants who become employees
                    of such successor or any affiliate thereof in connection
                    with such acquisition. The Employers, in connection with any
                    Change in Control by which the successor to an Employer
                    acquires substantially all of the assets and business of
                    such Employer, (i) shall advise such successor of the
                    existence of the Plan and of the terms of each Award then
                    outstanding under the Plan and (ii) shall require such
                    successor (A) to acknowledge that the Plan and all such
                    Awards are valid and enforceable against such Employer in
                    accordance with their terms and the determinations of the
                    Committee, (B) to assume the rights and obligations of the
                    Employers with respect to the Plan and any such Awards then
                    outstanding to Participants who become employees of such
                    successor or any affiliate thereof, and (C) to agree to
                    impose similar obligations upon any corporation or other
                    entity acquiring such assets and business from such
                    successor or its successors.

            14.4.2. If a Change in Control occurs after the beginning but more
                    than four months before the end of a Performance Period, a
                    Participant may elect to receive his or her Pro-Rata Share
                    for the portion of such Performance Period preceding the
                    Effective Date of such Change in Control (which Pro-Rata
                    Share then shall be payable regardless of whether the
                    Performance Goals for such Performance Period ultimately are
                    attained) in lieu of continuing his or her participation for
                    the remainder of such Performance Period. Such an election
                    must be made in writing to the Committee before or within 30
                    days after the occurrence of such Change in Control and no
                    later than four months before the end of such Performance
                    Period. Payment of a Participant's Pro-Rata Share pursuant
                    to such an election shall be made before or within 15 days
                    after the later of the occurrence of such Change in Control
                    or the delivery of such writing. If such an election is
                    made, then the Participant shall forfeit the balance of his
                    or her award for such Performance Period, regardless of
                    whether the Performance Goals for such Performance Period
                    ultimately are achieved, unless Section 14.4.3 applies. [A
                    Participant who terminates employment within 30 days after
                    the occurrence of a Change in Control shall be deemed to
                    have made and perfected an election under this subsection at
                    the time of such termination of employment, if he or she did
                    not actually do so earlier.]

            14.4.3. If a Change in Control occurs after the beginning but before
                    the end of a Performance Period, then a Participant shall be
                    entitled to receive his or her Full Award for such
                    Performance Period, regardless of whether the


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<PAGE>

                    Performance Goals for such Performance Period ultimately are
                    achieved, in each of the following events:

                         (i) Substantially all of the assets and business of an
                    Employer are acquired in connection with such Change in
                    Control and the entity acquiring such assets and business
                    either (A) fails to assume (directly or through an
                    affiliate) such Award and the Plan as to such Participant or
                    (B) if a written employment agreement between such
                    Participant and an Employer is in effect or becomes
                    effective at the time of such Change in Control, fails to
                    assume and agree to honor such agreement for the balance of
                    the term thereunder or to enter into a new written
                    employment agreement with such Participant which amends or
                    supersedes such agreement.

                         (ii) Upon or after such Change in Control and prior to
                    the end of such Performance Period, an Employer or the
                    successor to an Employer terminates such Participant's
                    employment without cause prior to the end of the term
                    provided for in any written employment agreement between
                    such Participant and an Employer that is in effect or
                    becomes effective upon such Change in Control or in any new
                    written agreement between such Participant and an Employer
                    or the successor to an Employer which amends or supersedes
                    any such agreement.

            14.4.4. If substantially all of the assets and business of an
                    Employer are acquired by a successor in a transaction or
                    series of transactions that constitute or result in a Change
                    in Control, it is contemplated that the Committee
                    administering the Plan as to Participants who transfer to
                    and become employees of such successor or an affiliate
                    thereof will be a Committee appointed by such successor or
                    affiliate, and that such newly-appointed Committee will be
                    able to avail itself of the authority granted under Sections
                    6.2 and 6.3.7 to establish new Performance Goals that relate
                    to the assets and business acquired from such Employer and
                    to the role of such Participants in preserving and growing
                    such assets and business. Anything herein to the contrary
                    notwithstanding, in the event of a Change in Control
                    occurring after the beginning but before the end of a
                    Performance Period, no changes shall be made pursuant to
                    Section 6.2, 6.3.4, 6.3.5 or 6.3.6 in the Performance Goals
                    previously established for such Performance Period, and no
                    new Performance Goals shall be established pursuant to
                    Sections 6.2 or 6.3.7 for such Performance Period, either by
                    the Committee appointed by the Corporation or by the
                    Committee appointed by the successor to an Employer's assets
                    and business, unless such changed or new Performance Goals
                    are at least as likely to be attained as the prior
                    Performance Goals would have been had there been no change
                    in the business of the Employers and no Change in Control.


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<PAGE>

            14.5.   Nothing contained in the Plan or any Evidence of Award shall
                    be construed to give a Participant the right to enjoin the
                    Corporation or any Subsidiary from taking any corporate
                    action which is deemed by it to be appropriate or in its
                    best interest, whether or not such action would have an
                    adverse effect on outstanding Awards. Any right of a
                    Participant, beneficiary or other person respecting such a
                    corporate action shall be limited to a claim for actual
                    damages and attorneys fees.

15.   [Reserved]

16.   [Reserved]

17.   [Reserved]

18.   Settlement by Subsidiaries. Settlement of Awards held by employees of a
      Subsidiary shall be made by and at the expense of the Subsidiary.

19.   Withholding Taxes. To the extent that an Employer is required to withhold
      federal, state, local or foreign taxes in connection with any payment made
      or benefit realized by a Participant or other person under the Plan, and
      the amounts available to such Employer for such withholding are
      insufficient, it will be a condition to the receipt of such payment or the
      realization of such benefit that the Participant or such other person make
      arrangements satisfactory to such Employer for payment of the balance of
      such taxes required to be withheld. In addition, if permitted by the
      Committee, the Participant or such other person may elect to have any
      withholding obligation of such Employer satisfied with shares of Common
      Stock that would otherwise be transferred to the Participant or such other
      person in payment of the Participant's Award. However, without the consent
      of the Committee, shares of Common Stock will not be withheld in excess of
      the minimum number of shares required to satisfy such Employer's
      withholding obligation.

20.   Administration of the Plan.

      20.1. Unless the administration of the Plan has been expressly assumed by
            the Board pursuant to a resolution of the Board, the Plan will be
            administered by the Committee, which at all times will consist of
            two or more Directors appointed by the Board, all of whom (i) will
            meet all applicable independence requirements of the Nasdaq Stock
            Market or the principal national securities exchange on which the
            Common Stock is traded and (ii) will qualify as "non-employee
            directors" as defined in Rule 16b-3 and as "outside directors" as
            defined in regulations adopted under Section 162(m) of the Code, as
            such terms may be amended from time to time. A majority of the
            Committee will constitute a quorum, and the action of the members of
            the Committee present at any meeting at which a quorum is present,
            or acts unanimously approved in writing, will be the acts of the
            Committee.

      20.2. The Committee has the full authority and discretion to administer
            the Plan and to take any action that is necessary or advisable in
            connection with the


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<PAGE>

            administration of the Plan, including without limitation the
            authority and discretion to interpret and construe any provision of
            the Plan or of any agreement, notification or document evidencing an
            Award. The interpretation and construction by the Committee of any
            such provision and any determination by the Committee pursuant to
            any provision of the Plan or of any such agreement, notification or
            document will be final and conclusive. No member of the Committee
            will be liable for any such action or determination made in good
            faith.

21.   Amendments and Other Matters.

      21.1. The Plan may be amended from time to time by the Committee or the
            Board but may not be amended without further approval by the
            shareholders of the Corporation if such amendment would result in
            the Plan no longer satisfying any applicable requirements of the
            Nasdaq Stock Market (or the principal national securities exchange
            on which the Common Stock is traded), Rule 16b-3 or Section 162(m)
            of the Code.

      21.2. [Reserved]

      21.3. [Reserved]

      21.4. The Plan may be terminated at any time by action of the Board. The
            termination of the Plan will not adversely affect the terms of any
            outstanding Award.

      21.5. The Plan does not confer upon any Participant any right with respect
            to continuance of employment or other service with any Employer, nor
            will it interfere in any way with any right an Employer otherwise
            would have to terminate such Participant's employment or other
            service at any time.

      21.6. If the Committee determines, with the advice of legal counsel, that
            any provision of the Plan would prevent the payment of any Award
            intended to qualify as performance-based compensation within the
            meaning of Section 162(m) of the Code from so qualifying, such Plan
            provision will be invalid and cease to have any effect without
            affecting the validity or effectiveness of any other provision of
            the Plan.

22.   Governing Law. The Plan, all Awards and all actions taken under the Plan
      and the Awards will be governed in all respects in accordance with the
      laws of the State of Indiana, including without limitation, the Indiana
      statute of limitations, but without giving effect to the principles of
      conflicts of laws of such State.


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