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                                                                  EXHIBIT 10.24


                              STEEL DYNAMICS, INC.
                   2003 EXECUTIVE INCENTIVE COMPENSATION PLAN


         1. Purpose. The purpose of the Steel Dynamics, Inc. 2003 Executive
Incentive Compensation Plan (the "Plan") is to provide annual performance-based
incentive compensation to executives, based on the financial performance
criteria described in this Plan.

         This Plan supersedes and replaces the Steel Dynamics, Inc. Amended and
Restated Officer and Manager Cash and Stock Bonus Plan (the "Old Plan"),
originally adopted, with stockholder approval, October 28, 1996 and amended,
with stockholder approval, effective January 1, 2000, except that all Stock
bonus awards previously made under the Old Plan and not yet fully vested shall
continue to be governed by the terms of the Old Plan.

         Under the Old Plan, 450,000 shares of Stock were authorized for
issuance; and, from inception of the Old Plan to date, a total of 224,835 shares
were issued, of which 95,902 shares have not yet vested. Accordingly, the
balance of 225,165 shares, together with any additional vesting forfeitures,
remaining unissued under the Old Plan will be available for issuance under this
Plan, as part of and not in addition to the total number of shares authorized
under Section 3.1 of this Plan.

         2. Effective Date and Term of Plan. The Effective Date of the Plan is
January 1, 2003, subject to stockholder approval. The Plan shall terminate on
February 28, 2008, unless extended, subject to stockholder approval, or earlier
terminated by the Board.

         3.       Shares of Stock Subject to the Plan.

                  3.1. The total number of shares of Stock of the Company
         reserved and available for issuance and distribution pursuant to the
         Plan shall not exceed, in the aggregate, 750,000 shares of the
         authorized Stock of the Company, including the 225,165 or more unused
         shares held over from the Old Plan, subject to adjustment as described
         below.

                  3.2. Stock which may be issued under the Plan may be either
         authorized but unissued shares or shares of issued Stock held in the
         Company's treasury, or both, at the discretion of the Committee.
         Whenever any Stock is forfeited under the Plan, the shares forfeited
         shall revert to authorized but unissued shares and may again be
         reissued hereunder.

                  3.3. In the event of any stock dividend, stock split,
         combination or exchange of shares, recapitalization or other change in
         the capital structure of the Company, corporate separation or division
         (including, but not limited to, split-up, split-off, spin-off or
         distribution to Company stockholders, other than a normal cash
         dividend), sale by the Company of all or a substantial portion of its
         assets, rights offering, merger, consolidation, reorganization or
         partial or complete liquidation, or any other corporate transaction or
         event having an effect similar to any of the foregoing, the aggregate
         number of shares reserved for issuance under the Plan, as the Committee
         shall deem necessary or appropriate to reflect equitably the effects of
         such changes, shall be appropriately adjusted, or new shares shall be
         issued, as determined by the Committee in its discretion.

         4. Definitions. As used in this Plan, the following terms shall have
the following meanings (such meanings to be equally applicable to both the
singular and plural forms of the terms defined):

                   "Adjusted Pre-Tax Net Income" means, for any Year,
         consolidated net income of the Company, before taxes, extraordinary
         items and bonuses payable to Participants under this Plan, as
         determined by the Company; provided, however, that, to the extent
         reasonably determinable, the effect upon Adjusted Pre-Tax Net Income of
         any start-up expenses associated with significant capital expenditures,
         for a period not to exceed twelve (12) months following start-up, shall
         be excluded from and not taken into account in determining such
         Adjusted Pre-Tax Net Income.


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2003 Executive Incentive Compensation Plan


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                  "Average Divisional ROA Assets" for a division means the sum
         of the dollar amounts of total divisional assets employed by that
         division at the end of each month during the Year and during the last
         month of the prior year, adjusted by subtracting (a) the book value of
         assets classified as construction-in-progress, (b) the book value of
         assets placed in service during the Year, and (c) fifty percent (50%)
         of the book value of assets placed in service during the prior year,
         and dividing the resulting amount by the number of months of the Year
         plus one.

                  "Base Salary" means, with respect to a Participant, the
         regular annual salary approved as "base salary" by the Committee and
         paid during a Year for services rendered, excluding any cash or stock
         bonus payments (whether paid under this Plan or otherwise) or severance
         pay.

                  "Board" means the Board of Directors of the Company.

                  "Bonus Pool" means, for any Year, an amount determined by
         multiplying Adjusted Pre-Tax Net Income, minus an amount equal to ten
         percent (10%) of "Average Stockholders Equity," as determined by the
         Company, by a percentage amount, determined annually by the Committee
         no later than ninety (90) days after the commencement of the Year for
         which incentive compensation hereunder may be paid, that shall be no
         less than five percent (5%) nor more than six and one-half percent (6
         1/2%).

                  "Code" means the Internal Revenue Code of 1986, as amended
         from time to time.

                  "Committee" means a committee of the Board, as contemplated by
         Section 6.

                  "Company" means Steel Dynamics, Inc., an Indiana corporation,
         and its subsidiaries.

                  "Corporate Executive Officer" means those persons whose
         primary responsibilities are company-wide, consisting initially of (a)
         the Company's President and Chief Executive Officer, (b) the Company's
         Chief Financial Officer, and (c) such other persons, if any, who may be
         from time to time designated as a Corporate Executive Officer by the
         Committee, for purposes of this Plan, no later than ninety (90) days
         after the commencement of the Year for which incentive compensation
         hereunder may be paid. Unless changed by the Committee within the
         foregoing period, with respect to any Year, an officer's designation
         for Plan purposes, once made, shall continue from year to year.

                  "Corporate Officer" means those persons whose primary
         responsibilities are company-wide, consisting initially of (a) the
         Company's Vice President of Sales and Marketing and (b) such other
         persons, if any, who may be from time to time designated as a Corporate
         Officer by the Committee, for purposes of this Plan, no later than
         ninety (90) days after the commencement of the Year for which incentive
         compensation hereunder may be paid. Unless changed by the Committee
         within the foregoing period, with respect to any Year, an officer's
         designation for Plan purposes, once made, shall continue from year to
         year.

                  "Divisional Executive Officer" means those persons who have
         both company-wide and direct divisional responsibilities, consisting
         initially of (a) the Vice President and General Manager of the
         Company's Butler, Indiana Flat Rolled Division, (b) the Vice President
         and General Manager of the Company's Columbia City, Indiana Structural
         and Rail Division, and (c) such other persons, if any, who may be from
         time to time designated as a Divisional Executive Officer by the
         Committee, for purposes of this Plan, no later than ninety (90) days
         after the commencement of the Year for which incentive compensation
         hereunder may be paid. Unless changed by the Committee within the
         foregoing period, with respect to any Year, an officer's designation
         for Plan purposes, once made, shall continue from year to year.


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                  "Divisional Officer" means those persons who have both
         company-wide and direct divisional responsibilities, consisting
         initially of (a) the general manager of the Company's Pittsboro,
         Indiana Bar Products Division, (b) the president of the Company's New
         Millennium Building Systems subsidiary, and (c) such other persons, if
         any, who may be from time to time designated as a Divisional Officer by
         the Committee, for purposes of this Plan, no later than ninety (90)
         days after the commencement of the Year for which incentive
         compensation hereunder may be paid. Unless changed by the Committee
         within the foregoing period, with respect to any Year, an officer's
         designation for Plan purposes, once made, shall continue from year to
         year.

                  "Divisional Return on Assets" for a division means a
         percentage established by adding (a) the division's net income for the
         Year, as determined for corporate consolidation purposes, (b) the
         amount of certain corporate expenses allocated to that division, and
         (c) the amount of incentive bonus compensation expenses associated with
         this Plan, and then dividing that sum by the Average Divisional ROA
         Assets.

                  "Effective Date" has the meaning assigned to such term in
         Section 2.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
         amended from time to time.

                  "Fair Market Value" means, as of any date, the value of the
         Stock determined as follows: if the Stock is listed on any established
         stock exchange or a national market system, including without
         limitation the NASDAQ National Market of the National Association of
         Securities Dealers, Inc. Automated Quotation (NASDAQ) System, the Fair
         Market Value of a share of Stock shall be the closing sales price for
         such Stock (or the closing bid, if no sales were reported) as quoted on
         such system or exchange (or the exchange with the greatest volume of
         trading in the Stock) on the last market trading date prior to the date
         of determination, as reported by Dow Jones, in the Wall Street Journal
         or by such other source as the Committee deems reliable.

                  "Maximum ROA Target" means a Return on Assets percentage, by
         division, established by the Committee, which shall be no less than
         twenty-five percent (25%) nor more than thirty-five percent (35%).

                  "Minimum ROA Target" means a Return on Assets percentage, by
         division, established by the Committee, which shall be no less than
         four percent (4%) nor more than six percent (6%).

                  "Participant" means those Corporate Executive Officers,
         Divisional Executive Officers, Corporate Officers and Divisional
         Officers who, either as defined hereunder or by Committee designation,
         are designated or selected from time to time to be Participants under
         this Plan.

                  "Participant's Adjusted Base Salary", as applied within the
         Bonus Pool component of this Plan, (a) for purposes of either or both
         of the cash portions of the bonuses described in Sections 5.1 and 5.2,
         means (i) with respect to any Corporate Executive Officer, two and
         one-half (2 1/2) times his Base Salary, (ii) with respect to a
         Divisional Executive Officer, half of his Base Salary multiplied by two
         and one-half (2 1/2), (iii) with respect to any Corporate Officer, one
         and one-half (1 1/2) times his Base Salary, and (iv) with respect to
         any Divisional Officer twenty-five percent (25%) of his Base Salary
         multiplied by one and one-half (1 1/2); and (b) for purposes of the
         stock portions of the bonuses described in Sections 5.1 and 5.2, means
         (i) with respect to any Corporate Executive Officer, his Base Salary,
         (ii) with respect to a Divisional Executive Officer fifty percent (50%)
         of this Base Salary, (iii) with respect to any Corporate Officer,
         seventy-five percent (75%) of his Base Salary, and (iv) with respect to
         any Divisional Officer eighteen and three-quarters percent (18.75%) of
         his Base Salary.

                  "Participant's Bonus Pool Percentage" means, in any Year with
         respect to a Participant, a fraction, the numerator of which is equal
         to the Participant's Adjusted Base Salary and the denominator of which
         is equal to the sum of all of the Participants' Adjusted Base Salaries.

                  "Plan" means the Steel Dynamics, Inc. 2003 Executive Incentive
         Compensation Plan, or as it may be further amended from time to time.

                  "Remaining Bonus Pool" means the excess of the Bonus Pool over
         the sum of the aggregate cash bonus amounts payable pursuant to
         Sections 5.1.1.1 and 5.1.2.1.

                  "Restricted Stock" means Stock issued pursuant to the Plan
         that is not yet vested as contemplated by Section 8.



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                  "Retirement" means voluntary retirement by a Participant who
         is at least 60 years old.

                  "Stock" means the $0.01 par value common stock of the Company.

                  "Vested Shares" has the meaning assigned to such term in
         Section 8.

                  "Year" means the Company's fiscal year, for which incentive
         compensation may be payable hereunder.

         5. Payment of Incentive Compensation. Subject to the terms, conditions
and limitations set forth in this Plan, each Year Participants who are Corporate
Executive Officers or Corporate Officers may be entitled to receive a cash and a
stock bonus under Section 5.1; and Participants who are Divisional Executive
Officers or Divisional Officers may be entitled to receive a cash and a stock
bonus under both Sections 5.1 and 5.2.

                  5.1. Incentive Compensation for Corporate Executive Officers
         and Corporate Officers. Each Participant who is a Corporate Executive
         Officer or a Corporate Officer may be entitled to receive, each Year,
         incentive compensation based upon a performance-based consolidated
         Bonus Pool determined in the manner described in Sections 5.1.1 and
         5.1.2.

                           5.1.1.   Corporate Executive Officers.

                                    5.1.1.1. Cash Bonus. Each Participant who is
                           a Corporate Executive Officer shall receive a cash
                           bonus in an amount, if any, equal to the product of
                           (i) the Participant's Bonus Pool Percentage and (ii)
                           the Bonus Pool; provided, however, that the cash
                           bonus shall not exceed two and one-half (2 1/2) times
                           the Corporate Executive Officer's Base Salary.

                                    5.1.1.2. Stock Bonus. Each Participant who
                           is a Corporate Executive Officer shall also be
                           entitled to receive a stock bonus if there are
                           unallocated amounts remaining in the Remaining Bonus
                           Pool. Any such amounts shall be distributed in the
                           form of Restricted Stock as follows: that number of
                           shares of Restricted Stock having, at the time of
                           issuance, a Fair Market Value equal to the product of
                           (i) the Participant's Bonus Pool Percentage and (ii)
                           the Remaining Bonus Pool; provided, however, that the
                           aggregate Fair Market Value of the Restricted Stock
                           so issued shall not exceed the Corporate Executive
                           Officer's Base Salary.

                           5.1.2.   Corporate Officers.

                                    5.1.2.1 Cash Bonus. Each Participant who is
                           a Corporate Officer shall receive a cash bonus in an
                           amount, if any, equal to the product of (i) the
                           Participant's Bonus Pool Percentage and (ii) the
                           Bonus Pool; provided, however, that the cash bonus
                           shall not exceed one and one-half (1 1/2) times the
                           Corporate Officer's Base Salary.

                                    5.1.2.2 Stock Bonus. Each Participant who is
                           a Corporate Officer shall be entitled to receive a
                           stock bonus if there are unallocated amounts
                           remaining in the Remaining Bonus Pool. Any such
                           amounts shall be distributed in the form of
                           Restricted Stock as follows: that number of shares of
                           Restricted Stock having, at the time of issuance, a
                           Fair Market Value equal to the product of (i) the
                           Participant's Bonus Pool Percentage and (ii) the
                           Remaining Bonus Pool; provided, however, that the
                           aggregate Fair Market Value of the Restricted Stock
                           so issued shall not exceed seventy-five percent (75%)
                           of the Corporate Officer's Base Salary.

                  5.2. Incentive Compensation for Divisional Executive Officers
         and Divisional Officers. Each Participant who is a Divisional Executive
         Officer or a Divisional Officer may be entitled to receive, each Year,
         a cash and a stock bonus, in part, based on a Company-wide
         performance-based bonus pool determined in the manner described in
         Section 5.2.1 and, in part, based on divisional performance, determined
         in the manner described in Section 5.2.2.



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2003 Executive Incentive Compensation Plan                                    4


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                           5.2.1.   Divisional Executive Officers.

                                    5.2.1.1. Incentive Compensation Based on the
                           Consolidated Bonus Pool.

                                            (a) Cash Bonus. Each Participant who
                                    is a Divisional Executive Officer shall
                                    receive a cash bonus in an amount, if any,
                                    equal to the product of (i) the
                                    Participant's Bonus Pool Percentage and (ii)
                                    the Bonus Pool; provided, however, that the
                                    cash bonus shall not exceed two and one-half
                                    (2 1/2) times his Base Salary multiplied by
                                    fifty percent (50%), or a total of 125% of
                                    his Base Salary.

                                            (b) Stock Bonus. Each Participant
                                    who is a Divisional Executive Officer shall
                                    receive a stock bonus if there are
                                    unallocated amounts remaining in the
                                    Remaining Bonus Pool. Any such amounts shall
                                    be distributed in the form of Restricted
                                    Stock as follows: that number of shares of
                                    Restricted Stock having, at the time of
                                    issuance, a Fair Market Value equal to the
                                    product of (i) the Participant's Bonus Pool
                                    Percentage and (ii) the Remaining Bonus
                                    Pool; provided, however, that the aggregate
                                    Fair Market Value of the Restricted Stock so
                                    issued shall not exceed fifty percent (50%)
                                    of his Base Salary.

                                    5.2.1.2. Incentive Compensation Based on
                           Divisional Performance. No later than ninety days
                           after the commencement of the Year for which
                           incentive compensation may be paid, the Committee
                           shall make two preliminary determinations: (a) a
                           threshold return on assets percentage (the "Minimum
                           ROA Target," as defined) for each separate division,
                           which must be achieved by each such division before
                           any cash or stock bonus may be paid under this
                           Section 5.2 in respect of that division, and (b) a
                           maximum return on assets percentage (the "Maximum ROA
                           Target," as defined) at which level the Divisional
                           Executive Officer or Divisional Officer will be
                           entitled to receive the Divisional Executive
                           Officer's Maximum Divisional Cash Bonus, as defined
                           in Section 5.2.1.1(a), the Divisional Executive
                           Officer's Maximum Divisional Stock Bonus, as defined
                           in Section 5.2.1.1(b), the Divisional Officer's
                           Maximum Divisional Cash Bonus, as defined in Section
                           5.2.1.2(a), or the Divisional Officer's Maximum
                           Divisional Stock Bonus, as defined in Section
                           5.2.1.2(b).

                                            (a) Cash Bonus. Each Participant who
                                    is a Divisional Executive Officer shall
                                    receive, for a particular Year, a cash
                                    bonus, if any, in an amount equal to that
                                    percentage of the Divisional Executive
                                    Officer's Maximum Divisional Cash Bonus for
                                    that Year, established by linear
                                    interpolation and derived by (a) dividing
                                    the number of whole number increments
                                    between the applicable Minimum ROA Target
                                    for that Year and the applicable Maximum ROA
                                    Target for that Year into one hundred (100),
                                    and (b) multiplying the result by the number
                                    of whole number increments, expressed as a
                                    percentage, between the applicable Minimum
                                    ROA Target and the actual Divisional Return
                                    on Assets for that Year (rounded down from
                                    .4 and up from .5). For purposes of this
                                    Section 5.2.1.2(a), the term "Divisional
                                    Executive Officer's Maximum Divisional Cash
                                    Bonus" means an amount, payable in cash,
                                    equal to two and one-half times his Base
                                    Salary multiplied by fifty percent (50%), or
                                    a total of one hundred twenty-five percent
                                    (125%) of his Base Salary.

                                            (b) Stock Bonus. Each Participant
                                    who is a Divisional Executive Officer shall
                                    receive, for a particular Year, a stock
                                    bonus, if any, in an amount equal to that
                                    percentage of the Divisional Executive
                                    Officer's Maximum Divisional Stock Bonus for
                                    that Year, established by linear
                                    interpolation and derived by (a) dividing
                                    the number of whole number increments
                                    between the applicable Minimum ROA Target
                                    for that Year and the applicable Maximum ROA
                                    Target for that Year into one hundred (100),
                                    and (b) multiplying the result by the number
                                    of whole number increments, expressed as a
                                    percentage, between the applicable Minimum
                                    ROA Target and the actual Divisional Return
                                    on Assets for that Year (rounded down from
                                    .4 and up from .5). For purposes of this
                                    Section 5.2.1.2(b), the term "Divisional
                                    Executive Officer's Maximum Divisional Stock
                                    Bonus" means an amount, payable in shares of
                                    Restricted Stock, having, at the time of
                                    issuance, a Fair Market Value equal to fifty
                                    percent (50%) of his Base Salary.

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                           5.2.2.   Divisional Officers.

                                    5.2.2.1. Incentive Compensation Based on the
                           Consolidated Bonus Pool.

                                            (a) Cash Bonus. Each Participant who
                                    is a Divisional Officer shall receive a cash
                                    bonus in an amount, if any, equal to the
                                    product of (i) the Participant's Bonus Pool
                                    Percentage and (ii) the Bonus Pool;
                                    provided, however, that the cash bonus shall
                                    not exceed one and one-half times (1 1/2)
                                    times his Base Salary multiplied by
                                    twenty-five percent (25%), or a total of
                                    thirty-seven and one-half percent (37.5%) of
                                    his Base Salary.

                                            (b) Stock Bonus. Each Participant
                                    who is a Divisional Officer shall also be
                                    entitled to receive a stock bonus if there
                                    are unallocated amounts remaining in the
                                    Remaining Bonus Pool. Any such amounts shall
                                    be distributed in the form of Restricted
                                    Stock as follows: that number of shares of
                                    Restricted Stock having, at the time of
                                    issuance, a Fair Market Value equal to the
                                    product of (i) the Participant's Bonus Pool
                                    Percentage and (ii) the Remaining Bonus
                                    Pool; provided, however, that the aggregate
                                    Fair Market Value of the Restricted Stock so
                                    issued shall not exceed seventy-five percent
                                    (75%) of his Base Salary multiplied by
                                    twenty-five percent (25%), or a total of
                                    eighteen and three-quarters percent (18.75%)
                                    of his Base Salary.

                                    5.2.2.2. Incentive Compensation Based on
                           Divisional Performance.

                                            (a) Cash Bonus. Each Participant who
                                    is a Divisional Officer shall receive, for a
                                    particular Year, a cash bonus, if any, in an
                                    amount equal to that percentage of the
                                    Divisional Officer's Maximum Divisional Cash
                                    Bonus for that Year, established by linear
                                    interpolation and derived by (a) dividing
                                    the number of whole number increments
                                    between the applicable Minimum ROA Target
                                    for that Year and the applicable Maximum ROA
                                    Target for that Year into one hundred (100),
                                    and (b) multiplying the result by the number
                                    of whole number increments, expressed as a
                                    percentage, between the applicable Minimum
                                    ROA Target and the actual Divisional Return
                                    on Assets for that Year (rounded down from
                                    .4 and up from .5). For purposes of this
                                    Section 5.2.2.2(a), the term "Divisional
                                    Officer's Maximum Divisional Cash Bonus"
                                    means an amount, payable in cash, equal to
                                    one and one-half (1 1/2) times his Base
                                    Salary multiplied by seventy-five percent
                                    (75%), or a total of one hundred twelve and
                                    one-half percent (112.5%) of his Base
                                    Salary.

                                            (b) Stock Bonus. Each Participant
                                    who is a Divisional Officer shall receive,
                                    for a particular Year, a stock bonus, if
                                    any, in an amount equal to that percentage
                                    of the Divisional Officer's Maximum
                                    Divisional Stock Bonus for that Year,
                                    established by linear interpolation and
                                    derived by (a) dividing the number of whole
                                    number increments between the applicable
                                    Minimum ROA Target for that Year and the
                                    applicable Maximum ROA Target for that Year
                                    into one hundred (100), and (b) multiplying
                                    the result by the number of whole number
                                    increments, expressed as a percentage,
                                    between the applicable Minimum ROA Target
                                    and the actual Divisional Return on Assets
                                    for that Year (rounded down from .4 and up
                                    from .5). For purposes of this Section
                                    5.2.2.2(b), the term "Divisional Officer's
                                    Maximum Divisional Stock Bonus" means an
                                    amount, payable in shares of Restricted
                                    Stock, having, at the time of issuance, a
                                    Fair Market Value equal to seventy-five
                                    percent (75%) of his Base Salary multiplied
                                    by seventy-five percent (75%), or a total of
                                    fifty-six and one-quarter percent (56.25%)
                                    of his Base Salary.


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         6.       Administration.

                  6.1. The Plan shall be administered by the Compensation
         Committee of the Board of Directors (the "Committee"), unless the Board
         otherwise provides. The Committee shall in all events and at all times
         consist of not less than three members of the Board, each of whom shall
         (a) meet the definition of "independence" prescribed from time to time
         by applicable SEC rules and as required under the applicable listing
         standards prescribed by Nasdaq or by such other national securities
         exchange on which the Company's Stock is listed, (b) be a "non-employee
         director," as such term is defined in Rule 16b-3 promulgated under
         Section 16 of the Exchange Act or any successor provision, and (c) be
         an "outside director," as that term is used in Section 162(m) of the
         Code and the regulations promulgated thereunder. In the absence of the
         appointment or functioning of a Committee, however, the Board members
         who meet all of the foregoing three criteria shall together constitute
         and function as the Committee.

                  6.2. The Committee shall administer the Plan so as to comply
         at all times with Rule 16b-3 of the Exchange Act, and Section 162(m) of
         the Code and any other qualifying laws or rules, including applicable
         independence rules, that may be applicable from time to time. To the
         extent that any provision hereof is found not to be in compliance with
         any such rule or requirement, the Committee shall have the full power
         and authority to effect such changes or amendments, without the
         necessity of any further approval by stockholders. Subject to the
         foregoing, the Board may from time to time increase the size of the
         Committee, appoint additional members, remove members (with or without
         cause), substitute new members, and fill vacancies (however caused). A
         majority of the members of the Committee shall constitute a quorum, and
         the actions of a majority of the members of the Committee at a meeting
         at which a quorum is present shall be the actions of the Committee.

                  6.3. The Committee shall have the exclusive power, authority
         and discretion to adopt, alter and repeal such administrative rules,
         guidelines and practices governing the Plan as it shall from time to
         time deem advisable and to interpret the terms and provisions of the
         Plan. The Committee's interpretation of the Plan shall be final,
         binding and conclusive on all parties.

                  6.4. The Committee shall have the authority and discretion to:
         (a) annually determine the Bonus Pool, within the limitations described
         in Section 4; (b) annually designate those persons who shall be
         classified as Corporate Officers, Corporate Executive Officers,
         Divisional Officers, or Divisional Executive Officers; (c) annually
         establish the Minimum ROA Target and the Maximum ROA Target; (d)
         annually determine, notwithstanding the percentage multiplier specified
         in Section 4 used to calculate a Divisional Executive Officer's Maximum
         Divisional Cash Bonus or a Divisional Executive Officer's Maximum
         Divisional Stock Bonus, what that multiplier shall be, within a range
         of not less than forty percent (40%) nor more than sixty percent (60%),
         together with any necessary conforming or reciprocal adjustments to the
         related percentage multipliers; and (e) annually determine,
         notwithstanding the percentage multiplier specified in Section 4 used
         to calculate a Divisional Cash Bonus or a Divisional Officer's Maximum
         Divisional Stock Bonus, what that multiplier shall be, within a range
         of not less than sixty-five percent (65%) nor more than eighty-five
         percent (85%), together with any necessary conforming or reciprocal
         adjustments to the related percentage multipliers.

                  The Committee's exercise of its authority and discretion
         hereunder shall in no event be exercised to increase the incentive
         compensation payable to any Participant subject to Section 162(m) of
         the Code in excess of the amount determined by the performance measures
         applicable to that Participant.


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2003 Executive Incentive Compensation Plan                                    7


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                  6.5. The Committee may employ such legal counsel, consultants
         and agents as it may deem desirable for the administration of the Plan
         and may rely upon any opinion received from any such counsel or
         consultant and any computation received from any such consultant or
         agent. Expenses incurred by the Committee in engaging such counsel,
         consultant or agent shall be paid by the Company.

                  6.6. The Committee shall have the right, in its sole
         discretion, to waive the forfeiture provisions found in Section 8
         below.

         7. Amendment and Termination. The Board may at any time or from time to
time amend this Plan in whole or in part; provided, however, that any amendment
that must be approved by the Company's stockholders in order to comply with
applicable law or with the rules of any national securities exchange or market
upon which the Company's Stock is traded or quoted or to satisfy the
requirements for "performance-based compensation" within the meaning of Section
162(m) of the Code shall not be effective unless and until such approval has
been obtained. Presentation of this Plan or any amendment hereof for stockholder
approval shall not be deemed to limit the Company's authority to offer similar
or dissimilar benefits in plans that do not require stockholder approval or in
plans for which stockholder approval is not sought. The Board may also terminate
this Plan at any time.

         8. Forfeiture and Vesting of Restricted Stock. Restricted Stock issued
to a Participant shall vest and become nonforfeitable as follows: one-third
(1/3) of the Restricted Stock shall vest immediately upon issuance, an
additional one-third (1/3) will vest one year later, and the balance will vest
on the second anniversary of the initial issuance date. Upon termination of the
Participant's employment for any reason other than Retirement, all shares of
Restricted Stock of the Participant which are not Vested Shares at the time of
termination of employment shall be forfeited and returned to the Company, and
the Participant shall no longer be the owner of or have any interest whatsoever
in the forfeitable Restricted Stock.

         9. Restriction on Transfer of Restricted Stock. Restricted Stock that
is forfeitable under the terms of this Plan may not be transferred, assigned,
sold, pledged, hypothecated, or otherwise disposed of in any manner and shall
not be subject to levy, attachment, or other legal process.

         10. Certificates. Restricted Stock issued under this Plan shall be
registered in the name of each Participant. Stock certificates so issued shall
be held by the Company. Stock certificates shall bear such restrictive legends
as the Committee may prescribe.

         Subject to all the terms, conditions, and limitations of this Plan,
including provisions concerning forfeiture and restrictions on transfer, the
Participant shall be the owner of the Restricted Stock with full dividend and
voting rights. Upon the request of a Participant, separate stock certificates
shall be issued and delivered to the Participant with respect to Vested Shares.

         11.      General Provisions.

                  11.1. No Guarantee of Employment. The adoption of the Plan
         shall not confer upon any Participant any right to continued employment
         with the Company nor shall it interfere in any way with the right of
         the Company to terminate its relationship with any Participant at any
         time.

                  11.2. Participant Titles for Plan Purposes Only. The use of
         "Executive" or "Officer," alone or in combination anywhere in this
         Plan, are for purposes solely of establishing different categories of
         benefits provided by this Plan. Such designations are not intended to
         confer nor shall they be deemed to confer any status as an officer of
         the Company, nor shall any such designations be deemed to differentiate
         the duties, titles or responsibilities of any existing or future
         officer of the Company.

                  11.3. Withholding of Taxes. No later than the date as of which
         an amount first becomes includible in the gross income of a Participant
         for federal income tax purposes with respect to any Restricted Stock
         under the Plan, the Participant shall pay to the Company or make
         arrangements satisfactory to the Committee regarding the payment of any
         federal state or local taxes of any kind required by law to be withheld
         with respect to such amount. The obligations of the Company under the
         Plan shall be conditioned on such payment or arrangements and the
         Company, to the extent permitted by law, shall have the right to deduct
         any such taxes from any payment of any kind otherwise due to the
         Participant.


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2003 Executive Incentive Compensation Plan                                    8


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                  11.4. Expenses. The expenses of administering the Plan shall
         be borne by the Company.

                  11.5. Fractional Shares. No fractional shares of Stock shall
         be issued, and the Committee shall determine, in its discretion,
         whether cash shall be given in lieu of fractional shares or whether
         such fractional shares shall be eliminated by rounding up.

                  11.6. Governing Law. To the extent not governed by federal
         law, the Plan shall be construed in accordance with and governed by the
         laws of the State of Indiana.




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2003 Executive Incentive Compensation Plan                                    9