LAFAYETTE BANCORPORATION
            DIRECTOR EMERITUS SUPPLEMENTAL RETIREMENT BENEFITS PLAN



                                    ARTICLE I
                                    Recitals

The  Company,  in  recognition  of the  invaluable  contribution  of  Directors'
services to its success, and in recognition of the such Directors'  considerable
and unique  knowledge  and  experience  relating  to its  business,  affairs and
operations,  desires  and  believes it to be in its best  interest  and the best
interest  of its  shareholders  to secure the  continuation  of  services of its
Directors.  To induce Directors to continue in their service as Directors of the
Company, the Company desires to provide Directors attaining ten years of service
with the Company with supplemental  retirement compensation upon retirement from
the Board of Directors.


                                   ARTICLE II
                                   Definitions


Section 2.01  Definitions.  As used herein,  the following  terms shall have the
meaning set forth below, unless the context clearly requires otherwise.

         (a) "Applicable  Event" shall mean (i) the expiration of a tender offer
or exchange  offer (other than an offer by the  Company)  pursuant to which more
than  50  percent  of the  Company's  issued  and  outstanding  stock  has  been
purchased,  or (ii)  the  approval  by the  shareholders  of the  Company  of an
agreement to merge or consolidate  the Company with or into another entity where
the Company is not the  surviving  entity,  or an agreement to sell or otherwise
dispose of all or substantially all of the Company's assets (including a plan of
liquidation).

         (b) "Bank" shall mean Lafayette Bank and Trust Company.

         (c)  "Compensation"  shall mean the total  amount of  ordinary  outside
directors fees which are actually paid to the  Participant by the Company during
a calendar year. The term  "Compensation"  shall not mean amounts paid as inside
directors fees or chairman's fees.

         (d)  "Company"  shall  mean  Lafayette  Bank and Trust  Company  and/or
Lafayette Bancorporation.

         (e) "Consecutive Years of Service" shall mean consecutive twelve-month 
periods of active board service for the Company.

         (f)  "Director"  shall mean a member of the Board of  Directors  of the
Company.

     (g) "Final  Compensation"  shall mean the total amount of outside directors
fees in force by the Company at the time of retirement  from the active  service
from the Board of Directors.

         (h) "Holding Company" shall mean Lafayette Bancorporation.

     (i)  "Participant"  shall  mean an  eligible  Director  who has  elected to
receive benefits under the Plan.

     (j)  "Plan"  shall  mean the  Lafayette  Bancorporation  Director  Emeritus
Supplemental Retirement Benefits Plan.

         (k) "Qualifying  Termination"  shall mean termination of the Director's
active  service on the Board of Directors of the Company as a result of a mutual
agreement  respecting  such  termination  between the Company and Director or by
reason of the  Director's  discharge  without  cause,  resignation,  retirement,
disability, or as a result of an Applicable Event.

     (l) "Supplemental  Retirement  Benefits" shall mean benefits payable by the
Company to the Participant pursuant to this Plan.

         (m)  "Termination  Date"  shall  mean the  date  and time at which  the
Director's  service  with the  Company  terminates  by  reason  of a  Qualifying
Termination.   If  such  Qualifying  Termination  results  from  the  Director's
resignation or retirement (including  resignation or retirement  necessitated by
the  Director's  disability),  the Director shall specify the  Termination  Date
pursuant to Section 4.02 hereof. If such Qualifying Termination results from the
Company's  discharge of the Director  (including  discharge  necessitated by the
attainment of age 70 or the  Director's  disability),  the Company shall specify
the  Termination  Date.  If  the  Company  and  Director  mutually  agree  to  a
termination of the Director's  service,  whether  necessitated by the Director's
disability or for any other reason,  the Director shall specify the  Termination
Date.


                                   ARTICLE III
                                  Participants


Section 3.01  Eligibility.  Directors who have  actively  served on the Board of
Directors for a minimum ten  Consecutive  Years of Service shall become eligible
to participate in the Plan. Also Directors who have actively served on the Board
of Directors for a minimum of three (3) consecutive years of service immediately
prior to an Applicable Event shall become eligible to participate in the Plan.


                                   ARTICLE IV
                             Qualifying Termination


Section  4.01  Death  Prior to a  Qualifying  Termination.  The  Participant  is
entitled to Supplemental  Retirement Benefits hereunder only if his service with
the  Company  terminates  by reason of a  Qualifying  Termination  as defined in
Section  2.01(k)  hereof.  If the Director  dies prior to the  Termination  Date
specified  pursuant to Section  2.01(m)  hereof in connection  with a Qualifying
Termination,  then the termination of the Participant's service with the Company
shall be deemed to have occurred by reason of the  Director's  death rather than
by reason of a Qualifying  Termination and no Supplemental  Retirement  Benefits
shall be payable to the Director (or to his  beneficiary  or  successors)  under
this Plan.

Section 4.02 Notice of Resignation or Retirement.  For purposes of this Plan the
Director's  service with the Company shall be deemed to have been  terminated by
resignation or retirement  only if the Director  submits to the Company,  during
the Director's lifetime, a written notice,  signed by the Director,  stating his
intention  to resign or  retire,  as  applicable,  and  specifying  therein  the
Termination  Date as of which such  resignation or retirement shall be effective
(which date and time shall not be earlier  than the date and time such notice is
received by the Company).  Such  resignation or retirement shall be effective as
of the Termination Date so specified.


                                    ARTICLE V
                        Supplemental Retirement Benefits

Section 5.01 Amount of Supplemental  Retirement Benefits Payments. The amount of
each  payment  payable to the  Participant  will equal 50% of the  Participant's
Final Compensation.

Section 5.02 Benefit Period. Benefits will be provided to Participants beginning
on the first payment date following the  Termination  Date and continuing  until
the payment  immediately  preceding the death of the Participant,  at which time
all obligation to pay additional benefits under the Plan shall cease.

Section  5.03  Method of Payment.  Payments  will be made at the time and in the
manner of payments made to active Board members.  If the Board no longer exists,
the payments will be made monthly.


                                   ARTICLE VI
                                  Miscellaneous

Section 6.01 Succession.  This Plan shall inure to the benefit of and be binding
upon the Participant and the Company.  The Company shall assign this Plan to any
person that succeeds to all or  substantially  all of its business and assets by
merger,  consolidation,  sale of  assets or  otherwise,  and  shall  obtain  the
assumption hereof by such successor. In such event, all references herein to the
Company  shall be deemed  and  construed  to be  references  to such  successor,
provided, however that such assignment and assumption shall not reduce or affect
any of the  obligations  of the  assignor  hereunder,  which  obligations  shall
continue in full force and effect as the  obligations  of a principal and not as
the  obligations of a surety to the same extent as though no assignment had been
made.

Section 6.02 Legal Expenses. In the event that the Participant or his successors
institute any legal action to enforce their rights under,  or to recover damages
for breach of, the provisions of this Plan, the  Participant or his  successors,
if the  prevailing  party,  shall be entitled to recover from the Company actual
expenses  (including  attorneys'  fees)  incurred in connection  with such legal
action.

Section  6.03  Titles.  The titles of sections  hereof are  intended  solely for
convenience, and no provision hereof is to be construed by reference to any such
title.

Section  6.04  Amendment  or  Termination  of Plan.  The  Company  may  amend or
terminate the Plan at any time,  without the consent of Participants.  Provided,
however, that no amendment or termination of the Plan shall divest any Director,
Participant or Beneficiary of his contractual right to receive payment under the
Plan prior to and after the date of such amendment or termination.

Section 6.05 Severability.  In the event that any provision or portion hereof is
determined  to be  invalid  or  unenforceable  for  any  reason,  the  remaining
provisions and portions  hereof shall be unaffected  thereby and shall remain in
full force and effect to the fullest extent permitted by law; provided, however,
that if the remaining  provisions  and portions  hereof are so  essentially  and
inseparably connected,  and so dependent upon, the provision or portion declared
invalid that they are  incomplete  and  incapable of being given effect  without
such  provision or portion,  then this entire Plan shall be deemed to be invalid
and unenforceable.

Section 6.06 No Participant Interest or Trust. Neither anything contained herein
nor any action  taken  pursuant  to the  provisions  hereof  shall  create or be
construed to create an interest of the  Participant  in any insurance or annuity
policy  purchased  and  owned by the  Company  for the  purpose  of  paying  the
retirement benefits payable hereunder, and neither anything contained herein nor
any such action  shall create or be construed to create a trust of any kind or a
fiduciary relationship between the Company and the Participant,  his beneficiary
or any other person.  Any funds that may be set aside or invested by the Company
for the purpose of paying the Supplemental Retirement Benefits payable hereunder
shall  continue  for all  purposes  to be a part  of the  general  funds  of the
Company, and no person other than the Company shall, by virtue of the provisions
hereof,  have any interest in such funds. To the extent that any person acquires
a right to receive payments from the Company  hereunder,  such right shall be no
greater than the right of any unsecured general creditor of the Company.

Section 6.07 Other Benefits. Nothing contained herein shall be deemed to exclude
a  Director  from any  supplemental  compensation,  bonus,  pension,  insurance,
severance pay or other benefit to which he might otherwise be or become entitled
as a Director of the Company.

Section 6.08 Expenses.  Costs of  administration of the Plan will be paid by the
Company.

Section 6.09 Notices.  Any Notice or other election  required or permitted to be
given  hereunder  shall be in  writing  and shall be deemed to have filed on the
date it is personally delivered to the Secretary of the Company; or

         (a) three  business  days after it is sent by  registered  or certified
mail, addressed to such Secretary at P.O. Box 1130, Lafayette, IN 47902.

Section  6.10 No  Guarantee of  Continued  Service.  No Director  shall have any
rights  whatsoever  against the  Company as a result of this Plan  except  those
expressly  granted  hereunder.  Nothing  herein  shall be construed to grant any
Participant the right to remain a Director.

Section  6.11 Gender and Number.  Pronouns and other  similar  words used in the
masculine gender shall be read as the feminine gender where  appropriate and the
singular form of words shall be read as the plural where appropriate.

Section 6.12 Governing Law.  Except as otherwise  required by law, the validity,
construction and  administration of this Plan shall be determined under the laws
of the State of Indiana.

Executed on Behalf of the company by the respective Chairman.

LAFAYETTE BANK AND TRUST COMPANY          LAFAYETTE BANCORPORATION

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Signature                                  Signature

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Chairman of the Board of Directors         Chairman of the Board of Directors

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Date                                        Date

<PAGE>

             DIRECTOR EMERITUS SUPPLEMENTAL RETIREMENT BENEFITS PLAN
         Director's Termination Notification and Election to Participate


To:      The Chairman of the Board of Directors

From:    ________________________________, Director's Name

This is to inform  you in  writing  of my  termination  of  service as an active
member  of  the  Board  of  Directors   beginning  on  the  determined  date  of
___________________, _______.

Pursuant  to  the  terms  of  the  Lafayette  Bancorporation  Director  Emeritus
Supplemental  Retirement  Benefits  Plan (the  "Plan"),  I hereby elect to begin
receiving  payments  under the Plan as of the next  payment  date.  I understand
that,  under the terms of the Plan,  payments  of 50% of the  amount of  outside
directors  fees in  force  at the  time  of my  retirement  from  the  Board  of
Directors,  will continue until the payment  immediately  preceding my death, at
which time all  obligation to receive  additional  benefits under the Plan shall
cease.  I further  understand  that the payments will be made at the time and in
the manner of payments made to active Board members.

Please mail payments to me at the following address:

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I will notify you in writing of any changes to my mailing address.

I understand  that  nothing in this Plan shall  require the  segregation  of any
account from the general assets of the Company.  Further,  I understand that any
funds that may be set aside or invested by the Company for the purpose of paying
the Supplemental  Retirement  Benefits payable  hereunder shall continue for all
purposes to be a part of the general  funds of the Company,  and no person other
than the Company shall, by virtue of the provisions hereof, have any interest in
such funds. To the extent that any person  acquires a right to receive  payments
from the Company hereunder, such right shall be no greater than the right of any
unsecured general creditor of the Company.

Signed this __________________ day of ________________________, ________.

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Participant Name (Print)                             Signature

LAFAYETTE BANK AND TRUST COMPANY OR LAFAYETTE BANCORPORATION

By: _______________________________
Chairman of the Board of Directors