HEARTLAND BANCSHARES, INC.
1997 STOCK OPTION PLAN
(as amended by Board of Directors action approved at the annual meeting of
shareholders held April 19, 1999)

1.        PURPOSE OF THE PLAN

This Stock Option Plan
(Plan) is designed to provide an incentive to key employees of
Heartland Bancshares, Inc. (the Corporation) and any of its
subsidiaries, including officers and employee directors, and to offer an
additional inducement in obtaining the services of key personnel and
professional advisors by granting such persons options to purchase shares of the
Corporations common stock (Common Stock). The Plan provides
for the grant of (i) options intended to qualify as Incentive Stock
Options within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the Code) and (ii) non-qualified
options.

2.        STOCK SUBJECT TO THE PLAN

The shares of Common Stock to be
issued upon exercise of options granted under the Plan (the Options)
shall be made available, at the discretion of a committee of the Board of
Directors appointed hereunder, from either authorized but unissued shares of
Common Stock or shares of Common Stock held in the treasury of the Corporation
or any subsidiary of the Corporation, including shares of Common Stock purchased
in the open market or otherwise.

Subject to the provisions of the
next succeeding paragraph of this Section 2, the aggregate number of shares for
which Options may be granted under the Plan shall be 137,000. If, prior to the
expiration of the plan as provided in Section 13, the Plan remains in effect and
an Option granted under the Plan shall have terminated for any reason without
having been exercised in full, then the unpurchased shares covered by the
terminated Option shall become available for option to other
employees.

In the event that an optionee
tenders shares of Common Stock owned by the optionee in payment of the purchase
price of shares the optionee has elected to purchase pursuant to an Option, only
the net shares issued in connection with such transaction (calculated by
subtracting the number of shares tendered in payment from the number of shares
purchased under the Option) shall be considered to be shares for which Options
have been granted under the Plan, and the remaining number of shares issued
under such Option shall be considered unpurchased shares that shall again become
available for grants of Options to other employees.

In the event that the
outstanding shares of Common Stock hereafter are changed into or exchanged for a
different number or kind of shares or other securities of the Corporation by
reason of any recapitalization, reclassification, combination of shares, stock
split-up, stock dividend, or other reorganization or (in the discretion of the
Committee) in the event of any spin-off or other distribution of a substantial
portion of the assets of the Corporation to the holders of the shares of the
Corporation then subject to Options granted hereunder:

| | (a)        
the aggregate number and kind of shares subject to Options which may be granted
hereunder shall be adjusted appropriately; and
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| | (b)        
rights under outstanding Options granted hereunder, both as to the number of
subject shares and the Option price, shall be adjusted
appropriately.
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The foregoing adjustments and
the manner of application of the foregoing provisions shall be determined solely
by the Committee, and any such adjustment may provide for the elimination of
fractional share interests.

3.        ADMINISTRATION OF THE PLAN

The Plan shall be administered
by a committee of the Board of Directors (the Committee) consisting
of two or more members, each of whom shall qualify at all times as a
Non-Employee Director within the meaning of Rule 16b-3 adopted under
the Securities Exchange Act of 1934, as amended, or any successor rule
(Rule 16b- 3). The members of the Committee shall be appointed by,
and may be changed from time to time in the discretion of, the Board of
Directors of the Corporation. A majority of the members shall constitute a
quorum, and the acts of a majority of the members present at any meeting at
which a quorum is present, and any acts approved in writing by all of the
members without a meeting, shall be the acts of the Committee.

4.        OPTION PRICE

The purchase price under each
Option shall be determined by the Committee at the time of grant. In the case of
Incentive Stock Options, the purchase price must be set as follows:

| | (a)        
for persons who at the time of grant own stock possessing ten percent or less of
the total combined voting power of all classes of stock of the Corporation or
any parent or subsidiary corporation, the Option price at the time the Option is
granted must be set at no less than the fair market value of the shares of
Common Stock subject to the Option; and
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| | (b)        
for optionees who own stock possessing more than ten percent of the total
combined voting power of all classes of stock of the Corporation or of any
parent or subsidiary corporation, the Option price at the time the Option is
granted must be at least 110 percent of the fair market value of the shares of
Common Stock subject to the Option.
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The purchase
price for nonqualified Options shall be set at the fair market value of the
shares of Common Stock covered by the Option at the time of grant. Fair market
value shall be determined for purposes of Section 4 by the Committee in good
faith in accordance with all applicable requirements of the Code.

5.        OPTIONS AND ELIGIBILITY OF
OPTIONEES

The Committee may, consistent
with the purposes of the Plan, from time to time (a) grant Options to any or all
salaried employees (including officers and employee directors) of the
Corporation and any of its future subsidiaries as defined in applicable sections
of the Code, and (b) grant nonqualified Options to persons who act as
consultants (not including non-employee directors) to the Corporation but who
are not employed by the Corporation. There shall be no limitation on the
aggregate number of shares for which an Option or Options may be granted to any
one individual; provided, however, that the aggregate fair market value
(determined at the time the Option is granted) of the shares with respect to
which Incentive Stock Options are exercisable for the first time during any
calendar year (under all such plans of the Corporation and any parent or
subsidiary corporation) shall not exceed $100,000 (the Qualifying
Limit). Incentive Stock Options may not be granted under the Plan after
the expiration date of the Plan as set forth in Section 13. Notwithstanding the
above and in order that the Corporation retains the flexibility to provide
additional inducement to key personnel, the aggregate fair market value of
shares of which any individual may be granted Options that first become
exercisable in any calendar year may exceed the Qualifying Limit; provided,
however, that the Options granted in excess of the Qualifying Limit shall not be
treated as Incentive Stock Options. Employees may receive more than
one Option under the Plan.

The Committee, at the time of
each grant under this Plan, shall specify whether such grant is intended to
qualify as an Incentive Stock Option or constitute a non-qualified
Option.

The Board of Directors, without
further approval of the shareholders, may substitute new Options for prior
options of a constituent corporation or assume the prior options of a
constituent corporation. For the purposes of this Section 5, a constituent
corporation shall include any corporation which has been merged into or
consolidated with the Corporation or one or more subsidiaries of the
Corporation, or whose assets or stock has been acquired by or liquidated into
the Corporation, or by or into any one or more subsidiaries of the Corporation,
or any parent or any subsidiary of such corporation.

Subject to the terms, provisions
and conditions of the Plan, the Committee shall have exclusive jurisdiction (i)
to select the persons to whom Options may be granted, (ii) to determine the
number of shares subject to each Option, (iii) to determine the time or times
when Options will be granted, (iv) to determine the Option price of the shares
subject to each Option, which price in the case of Incentive Stock Options shall
be not less than the minimum specified in Section 4 of the Plan, (v) to
determine the time when each option may be exercised within the limits stated in
the Plan, (vi) to prescribe the form, which shall be consistent with the Plan,
of the instruments evidencing any Options granted under the Plan, and (vi) to
take any other action or make any other determination under this Plan not
expressly delegated to others by the Articles of Incorporation or Bylaws of the
Corporation, or by this Plan, or by applicable law. The Committees
determination or interpretation of any matter within the Committees
jurisdiction under the Plan shall be conclusive, final and binding upon the
Corporation, the optionees and all other interested persons.

6.        RESTRICTIONS ON
TRANSFERABILITY OF OPTIONS

No Option granted under the Plan
shall be transferable by the optionee unless the Committee, in its sole
discretion, authorizes such transfer and such transfer is permitted by, or is
not in violation of, the provisions of the Code and Rule 16b-3 (to the extent
that such are applicable to the Option). Except as specifically authorized by
the Committee, an Option shall be exercisable during the optionees
lifetime only by the optionee or, in the case of the optionees legal
disability, by the optionees guardian or legal representative.

7.        EXERCISE OF OPTIONS;
REPLACEMENT OPTIONS

Each Option granted under the
Plan shall expire not later than ten years from the date the Option was granted.
The Committee may, in its discretion, prescribe a shorter period for the
expiration of any Option or Options.

Subject to the provisions of
this Section 7 and of Section 8 hereof, each Option may be exercised in whole or
from time to time in part with respect to the number of shares as to which it is
then exercisable in accordance with the terms of the Plan and the determinations
of the Committee. Except as otherwise provided in Section 8 hereof, no Option
that is intended to qualify as an Incentive Stock Option may be exercised unless
the optionee shall have been in the employ of the Corporation or one of its
subsidiaries at all times during the period beginning with the date of grant of
such Option and ending on the date three (3) months prior to the date of
exercise of such Option. The Committee may impose additional conditions upon the
right of an optionee to exercise any Option granted hereunder that are not
inconsistent with the terms of the Plan or, in the case of an Option intended to
qualify as an Incentive Stock Option, with the requirements for qualification as
an Incentive Stock Option under Section 422 of the Code.

A person exercising an Option
shall give written notice to the Corporation of such exercise and the number of
shares the optionee has elected to purchase and shall at the time of purchase
tender an amount in cash, in shares of Common Stock of the Corporation owned by
such person, or in any combination of cash and such shares of Common Stock,
equal in value to the purchase price of the shares the optionee has elected to
purchase. Until the purchaser has made such payment and has been issued a
certificate or certificates for the shares so purchased, the optionee shall
possess no shareholder rights with respect to any such share or
shares.

In the event that an optionee
tenders shares of Common Stock owned by such optionee in payment (in whole or in
part) of the purchase price of shares that the optionee has elected to purchase
under an Option, the Corporation shall be obligated to use its best efforts to
issue to such optionee a replacement option of the same type (Incentive Stock
Option or nonqualified Option) (a Replacement Option) as the Option
exercised (the Exercised Option) and with the same expiration date
as the Exercised Option. Such Replacement Option shall entitle the optionee to
purchase a number of shares equal to the number of shares tendered to the
Corporation to purchase shares under the Exercised Option, and shall specify an
exercise price equal to the fair market value of the shares of Common Stock on
the date of exercise of the Exercised Option. Such Replacement Option shall not
be exercisable during the twelve months following the date of exercise of the
Exercised Option and shall be cancelled if, during such period, the optionee
sells any shares of Common Stock of the Company other than in payment of the
exercise price of another Option under the Plan, or pursuant to a corporate
transaction in which all holders of shares of Common Stock are obligated to sell
or otherwise dispose of their shares. Replacement Options shall be issuable upon
exercise of other Replacement Options granted under this paragraph if all
conditions for such issuance are satisfied.

8.        TERMINATION OF EMPLOYMENT

(a)        
Termination Other Than for Disability, Retirement or Upon Death. In the event
that any optionees employment by the Corporation and its subsidiaries
shall terminate for any reason, other than permanent and total disability as
such term is defined in Section 22(e)(3) of the Code (Permanent and Total
Disability), retirement or death, all of such optionees Options
(regardless of whether they are intended to be Incentive Stock Options), and all
of such optionees rights to purchase or receive shares of Common Stock
pursuant thereto, as the case may be, may be exercised, to the extent that the
Optionee was entitled to exercise such Options at the date of such termination
of employment, by the optionee until the earlier of (i) the respective
expiration dates of such Options or (ii) (x) if the Option is an Incentive Stock
Option, on the date that is three (3) months after the date of such termination
of employment or (y) if the Option is a nonqualified Option, on the date that is
one (1) year after the date of such termination of employment. If, however, an
optionees employment is terminated for cause, the provisions of the
preceding sentence shall not apply and any Option held by such optionee will
terminate automatically upon the termination of the optionees employment.
Options granted under the Plan shall not be affected by any change in service or
employment so long as the optionee continues to be employed by or in the service
of the Corporation or any of its subsidiaries, or a corporation (or a parent or
subsidiary of such corporation) issuing or assuming an Option in a transaction
in accordance with applicable Code requirements.

(b)        
Disability. In the event that any optionees employment shall terminate as
a result of the Permanent and Total Disability of such optionee, such optionee
(or the optionees guardian or legal representative), may exercise, to the
extent that the optionee was entitled to exercise any such Options at the date
of such termination of employment, any Options granted to the optionee pursuant
to the Plan at any time prior to the earlier of (i) the respective expiration
dates of any such Options or (ii) (x) if the Option is an Incentive Stock
Option, on the date that is one year after the date of such termination of
employment or (y) if the Option is a nonqualified Option, on the date that is
three (3) years after the date of such termination of employment.

(c)        
Death. In the event that any optionees employment shall terminate as a
result of the death of the optionee, any Options granted to any such optionee,
may be exercised, to the extent that the optionee was entitled to exercise any
such Options at the date of death, by the person or persons to whom the
optionees rights under any such Options pass by will or by the laws of
descent and distribution (including the optionees estate during the period
of administration) at any time prior to the earlier of (i) the respective
expiration dates of any such Options or (ii) the date which is three (3) years
after date of death of such optionee.

(d)        
Retirement. In the event that any optionees employment terminates as a
result of the optionees retirement on or after attaining the age of 62 and
after the optionee has been employed by the Corporation for at least three (3)
years, such optionee (or the optionees guardian or legal representative),
may exercise, to the extent that the optionee was entitled to exercise any such
Option at the date of such termination of employment, any Options granted to the
optionee pursuant to the Plan at any time prior to the earlier of (i) the
respective expiration dates of any such Options or (ii) the date which is three
(3) years after the date of such termination of employment. In the event that an
optionees employment terminates as a result of the optionees
retirement and such optionee has not been employed by the Corporation for at
least three (3) years at the time of such retirement, then, on the date of such
optionees retirement, all of such optionees Options and rights to
purchase or receive shares of Common Stock pursuant thereto shall terminate.

(e)        
Nonqualified Options. Notwithstanding the above provisions of this Section 8,
the Committee in its sole discretion may extend the termination date of any
nonqualified Option to a date not later than the scheduled expiration date of
the nonqualified Option.

(f)        
Termination of Options. To the extent that any Option granted under the Plan to
any optionee whose employment by the Corporation terminates shall not have been
exercised within the applicable period set forth in this Section 8, as it may be
extended by the Committee hereunder, any such Option, and all rights to purchase
shares pursuant thereto, shall terminate on the last date of the applicable
period.

9.        EFFECT OF CORPORATE
REORGANIZATIONS

Upon the dissolution or
liquidation of the Corporation, or upon a reorganization, merger or
consolidation of the Corporation as a result of which the outstanding securities
of the class then subject to Options hereunder are changed into or exchanged for
cash or property or securities not of the Corporations issue, or upon a
sale of substantially all the property of the Corporation to another corporation
or person, the Plan shall terminate, unless provision shall be made in writing
in connection with such transaction for the continuance of the Plan and/or for
the assumption of Options theretofore granted, or the substitution for such
Options of options covering the stock of a successor employer corporation, or a
parent or a subsidiary thereof, with appropriate adjustments as to the number
and kind of shares and prices, in which event the Plan and Options theretofore
granted shall continue in the manner and under the terms so provided. If the
Plan and unexercised Options shall terminate pursuant to the foregoing sentence,
all persons entitled to exercise any unexercised portions of Options then
outstanding shall have the right, at such time prior to the consummation of the
transaction causing such termination as the Corporation shall designate, to
exercise the unexercised portions of their Options, including the portions
thereof which would, but for this Section 9, not yet be exercisable.

10.        OTHER EMPLOYEE STOCK BENEFIT
PLANS

The Corporation reserves the
right, in the discretion of its Board of Directors, to establish other plans
during the term of this Plan under which employees and others providing services
to the Corporation and its subsidiaries (including officers and Directors
thereof) may be entitled (in addition to their rights under Options granted
under this Plan) to receive or purchase shares of the Corporations capital
stock or other securities, or cash amounts determined in relation to the
earnings, dividends, net worth or market appreciation of shares of the
Corporations capital stock or other securities, including, but not limited
to, restricted stock, stock appreciation rights, stock bonuses, book value
stock, and the like.

11.        AMENDMENTS TO PLAN

The Committee may from time to
time prescribe, amend and rescind rules and regulations relating to the Plan
and, subject to the approval of the Board of Directors of the Corporation, may
at any time terminate, modify or suspend the operation of the Plan, provided
that no such modification shall be effected without approval of the shareholders
if such modification would cause the Plan to no longer to comply with Rule 16b-3
or any successor rule or other regulatory or legal requirements.

12.        MISCELLANEOUS
        (a)        
Compliance with Law.

(i)        
The Corporation shall not be required to sell or issue any shares under any
Option if the issuance of such shares shall constitute or result in a violation
by the optionee or the Corporation of any provisions of any law, statute or
regulation of any governmental authority. Without limiting the generality of the
foregoing, in connection with the Securities Act of 1933 (the Securities
Act), upon exercise of any Option, the Corporation shall not be required
to issue shares unless the Committee has received evidence satisfactory to it to
the effect that registration under the Securities Act and applicable state
securities laws is not required or that such registration is effective. Any
determination in this connection by the Committee shall be final, binding and
conclusive. If shares are issued under any Option without registration under the
Securities Act or applicable state securities laws, the Optionee may be required
to accept the shares subject to such restrictions on transferability as may in
the reasonable judgment of the Committee be required to comply with exemptions
from registration under such laws. The Corporation may, but shall in no event be
obligated to, register any securities covered hereby pursuant to the Securities
Act or applicable state securities laws. The Corporation shall not be obligated
to take any other affirmative action in order to cause the exercise of an option
or the issuance of shares pursuant thereto to comply with any law or regulation
of any governmental authority.

(ii)        
With respect to persons subject to Section 16 of the Securities Exchange Act of
1934 (the 1934 Act), transactions under this Plan are intended to
comply with all applicable conditions of Rule 16b-3 or its successors under the
1934 Act. To the extent any provision of the Plan or action by the Committee
fails to so comply, it shall be deemed null and void to the extent permitted by
law and deemed advisable by the Committee.

(b)        
Vesting. The Committee, in its sole discretion, shall determine the conditions,
if any, for the vesting of rights in Options granted pursuant to the Plan.

(c)        
Tenure. Nothing in the Plan or in any Option granted hereunder or in any
agreement relating thereto shall confer upon any officer or employee the right
to continue in such position with the Corporation or any subsidiary thereof.

(d)        
Withholding Taxes. Where an optionee is entitled to receive shares pursuant to
the exercise of an Option pursuant to the Plan, the Corporation shall have the
right to require the optionee to pay the Corporation the amount of any taxes
which the Corporation is required to withhold with respect to such shares, or,
in lieu thereof, to retain, or sell without notice, a number of such shares
sufficient to cover the amount required to be withheld.

(e)        
Singular, Plural; Gender. Whenever used herein, nouns in the singular shall
include the plural, and the feminine pronoun shall include the masculine
gender.

(f)        
Headings, Etc., No Part of the Plan. Headings of sections and paragraphs hereof
are inserted for convenience of reference; they constitute no part of the
Plan.

(g)        
Governing Law. The Plan shall be governed by and construed in accordance with
the laws of the State of Indiana except to the extent that Federal law shall be
deemed to apply.

13.        EFFECTIVE DATE

The Plan shall become effective
on the date of adoption by the Board of Directors and the Shareholders (the
Effective Date). The Plan shall expire ten years from the date of
adoption of this Plan, after which no Options may be granted under the
Plan.