FIRST INDIANA CORP
SOMERSET GROUP 1991 STOCK INCENTIVE PLAN
<DOCUMENT>
<TYPE>EX-10.M
<SEQUENCE>4
<FILENAME>dex10m.txt
<DESCRIPTION>SOMERSET GROUP 1991 STOCK INCENTIVE PLAN
<TEXT>

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                            THE SOMERSET GROUP, INC.
                           1991 STOCK INCENTIVE PLAN

                                    ARTICLE I
                                    ---------

                                Name and Purpose
                                ----------------

Section 1.01. Name. This Plan shall be known as The Somerset Group, Inc. 1991
------------  ----
Stock Incentive Plan.

Section 1.02. Purpose. The purposes of this Plan are (i) to enable the Company
------------  -------
and its Affiliates to attract and retain top quality management level Employees,
(ii) to encourage such Employees to acquire capital stock of the Company, and
(iii) to create in such Employees a proprietary interest in, and a greater
concern for, the welfare of the Company and its Affiliates.

                                   ARTICLE II
                                   ----------

                                   Definitions
                                   -----------

For purposes of this Plan and any amendments hereto, the following terms, when
capitalized, shall have the following meanings, unless a different meaning is
plainly required by the context:

Section 2.01. "Affiliate" means any corporation which is or becomes (i) a
------------
"parent corporation" of the Company within the meaning of Sections 425(e) and
(g) of the Code, or (ii) a "subsidiary corporation" of the Company within the
meaning of Section 425(f) of the Code.

Section 2.02. "Award Period" means, with respect to a Performance Share award,
------------
the period during which the award is subject to forfeiture and over which
achievement of specified performance objectives is measured.

Section 2.03. "Board" means the Board of Directors of the Company.
------------

Section 2.04. "Code" means the Internal Revenue Code of 1986, as amended.
------------

Section 2.05. "Company" means The Somerset Group, Inc., an Indiana corporation.
------------

Section 2.06. "Committee" means the person or persons appointed to administer
------------
the Plan pursuant to Section 4.01 below.

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Section 2.07. "Employee" means any person, including an officer or director, who
------------
is a common-law employee of the Company or an Affiliate.

Section 2.08. "Incentive Stock Option" means an option to buy a specified number
------------
of shares of Stock, which option (i) is granted pursuant to Section 6.01 below,
(ii) is subject to the limitations and restrictions of Section 6.06 below, and
(iii) is intended to qualify under Section 422A of the Code.

Section 2.09. "Non-Qualified Stock Option" means an option to buy a specified
------------
number of shares of Stock, which option (i) is granted pursuant to Section 6.03
below, and (ii) is not intended to qualify under Section 422A of the Code.

Section 2.10. "Option" means an Incentive Stock Option or a Non-Qualified Stock
------------
Option.

Section 2.11. "Option Period" means the period from the date of the granting of
------------
an Option to the date after which such Option may no longer be exercised.

Section 2.12. "Option Price" means the per share price to be paid for shares of
------------
Stock purchased pursuant to an Option.

Section 2.13. "Participant" means an Employee who is granted a Right under the
------------
Plan.

Section 2.14. "Performance Share" means a right granted pursuant to Article VII
------------
to receive a specified number of shares of Stock, contingent upon the
achievement of specified performance objectives within a specified Award Period.

Section 2.15. "Plan" means The Somerset Group, Inc. 1991 Stock Incentive Plan as
------------
set forth in this document, and as hereafter amended.

Section 2.16. "Right" means an Option, Stock Appreciation Right or Performance
------------
Share, or any combination thereof, granted under the Plan. An Option, Stock
Appreciation Right or Performance Share shall be deemed to constitute as many
Rights as there are shares of Stock to which it relates.

Section 2.17. "Stock" means shares of the capital stock of the Company, of the
------------
class currently authorized, or capital stock of the Company issued in
substitution for such stock in a recapitalization.

Section 2.18. "Stock Appreciation Right" means a right granted under Article VI
------------
to receive an amount equal to the spread between the Value of a specified number
of shares of Stock at the time of exercise and the Option Price for such number
of shares specified in a related Option.

                                       2
<PAGE>

Section 2.19. "Termination of Employment" means an Employee's separation from
------------
the service of the Company and its Affiliates; provided, however, that an
Employee who is on an authorized leave of absence shall not be considered to
have terminated his employment until such leave shall have expired and he shall
have failed to return to work. For purposes of the foregoing, the term
"authorized leave of absence" shall include and be limited to the following: (i)
in the case of an Employee who has left or leaves a position (other than a
temporary position) with the Company or an Affiliate in order to perform
training and service as a member of the Armed Forces of the United States, any
absence from work occurring after such departure and prior to the close of the
period during which his right to re-employment is preserved by law; or (ii) in
the case of any other Employee, any absence from work not in excess of ninety
(90) days, which is intended by the Employee and the Company or the employing
Affiliate to be temporary and which, at the request of the Employee, is
authorized in writing by the Company or such Affiliate for a definite period of
time not in excess of ninety (90) days. An Employee who separates from the
service of the Company but continues in the service of an Affiliate (or
separates from the service of an Affiliate but continues in the service of the
Company) shall not be deemed to have incurred a Termination of Employment by
reason of such separation.

Section 2.20. "Value" means, with reference to Stock and a certain date, the
------------
per-share fair market value of Stock on such date, as determined by the
Committee in good faith in accordance with any applicable Treasury Regulations
under Sections 422A(b) (4) and 422A(c) (1) of the Code.

                                   ARTICLE III
                                   -----------

                              Stock Subject to Plan
                              ---------------------

Section 3.01. Maximum Number of Shares. The aggregate number of shares of Stock
------------  ------------------------
in respect of which Options and Performance Shares may be granted under the Plan
is limited to 100,000 shares, subject to adjustment in accordance with Section
3.03. Such aggregate number of shares may consist, in whole or in part, of
unissued shares or reacquired shares. The aggregate number of shares in respect
of which Stock Appreciation Rights may be granted under the Plan is limited to
the aggregate number of shares in respect to which Options are outstanding. For
this purpose, a Stock Appreciation Right shall be deemed to have been granted in
respect of the same shares in respect of which the Option to which it relates
were granted.

Section 3.02. Lapsed Rights. If shares of Stock originally subject to an Option
------------  -------------
or Performance Share under the Plan cease for any reason to be subject to
issuance or transfer pursuant to such Option or Performance Share, then the
shares shall again be available for inclusion in future grants under the Plan.
For this purpose, (i) the payment of cash or shares upon exercise of a Stock
Appreciation Right

                                       3
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issued with respect to an Option shall be deemed an issuance or transfer of the
shares with respect to which such Stock Appreciation Right is exercised and (ii)
the payment of cash in lieu of shares upon vesting of a Performance Share award
shall be deemed an issuance or transfer of the shares subject to such award.

Section 3.03. Adjustment Occasioned by Corporate Changes. If any change is made
------------  ------------------------------------------
in the Stock subject to the Plan or subject to any Rights granted under the
Plan, whether through merger, consolidation, reorganization, recapitalization,
stock dividend, split-up, combination of shares, exchange of shares, issuance by
dividend of rights to subscribe, change in capital structure or otherwise,
appropriate adjustments shall be made by the Committee as to the maximum number
of shares of Stock subject to the Plan, the maximum number of shares of Stock
for which Rights may be granted to anyone Employee or classification of
Employees, the number of shares of Stock to which each outstanding Right
relates, and the Option Price in respect of each outstanding Option as shall be
equitable to prevent dilution or enlargement of such Rights.

Except as otherwise provided in this Section 3.03, the holder of a Right shall
have no rights by reason of any subdivision or consolidation of shares of stock
of any class, or by reason of the payment of any stock dividend or any other
increase or decrease in the number of shares of any class, or by reason of any
dissolution, liquidation, merger, or consolidation or spin-off of assets or
stock of another corporation and any issue by the Company of shares of stock of
any class, or securities convertible into shares of stock of any class, shall
not affect, and no adjustment by reason thereof shall be made with respect to,
the number or Option Price of shares of Stock subject to a Right.

The grant of a Right pursuant to the Plan shall not affect in any way the right
or power of the Company to make adjustments, reclassifications, reorganizations
or changes of its capital or business structure or to merge or consolidate or to
dissolve, liquidate or sell, or transfer all or any part of its business or
assets.

                                   ARTICLE IV
                                   ----------

                                 Administration
                                 --------------

Section 4.01. Composition and Duties of Committee. The administration of the
------------  -----------------------------------
Plan shall be supervised by a Committee of three or more directors of the
Company appointed by the Board. Each member of the Committee must be a
"disinterested person" within the meaning of the definition of that term
contained in Reg. (S) 16b-3 promulgated under the Securities Exchange Act of
1934, as amended. A majority of the members of the Committee shall constitute a
quorum, and the action of a majority of the members present at any meeting at
which a quorum is

                                       4
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present shall be deemed the action of the Committee. The Committee may take
action without a meeting if, prior to such action, written consents thereto are
signed by all of the members of the Committee. The Committee may appoint a
secretary to keep minutes of its meetings and may make such rules and
regulations for the conduct of its business as it shall deem advisable. The
day-to-day administration of the Plan shall be carried out by such officers and
Employees as shall be designated by the Committee.

Section 4.02. Power of Committee. The Committee, after consultation with the
------------  ------------------
Chairman and President of the Company, shall have full power and authority from
time to time to make recommendations to the Board with respect to the Employees
who shall participate in the Plan and the extent and nature of their
participation. With respect to any director participating in the Plan, the
recommendations of the Committee shall be final and conclusive, unless otherwise
determined by the Board if a majority of the Board and a majority of the
directors acting in the matter are disinterested persons. The interpretation and
construction by the Committee of any provision of the Plan or of any agreement
entered into by the Company pursuant to the Plan, and any determination by the
Committee pursuant to the Plan or any such agreement, shall be final and
conclusive unless otherwise determined by the Board, in which latter event the
determination of the Board shall be final and conclusive; provided, however,
that with respect to any such interpretation, construction or determination
affecting a participating director, such interpretation, construction or
determination shall be final and conclusive, unless otherwise determined by the
Board if a majority of the Board and a majority of the directors acting in the
matter are disinterested persons.

                                    ARTICLE V
                                    ---------

                                   Eligibility
                                   -----------

Section 5.01. Eligible Employees. Rights shall be granted only to Employees who,
------------  ------------------
in the opinion of the Committee, are, or give promise of becoming, responsible
for the direction and management of the operations of the Company, an Affiliate,
or any department or division of the Company or an Affiliate. An Employee who
has been granted a Right may, if he is otherwise eligible, be granted an
additional Right or Rights. No Employee may be granted a Right if he holds (or
thereby would become the holder of) more than fifty percent (50%) of all of the
Rights then outstanding under the Plan. In the event the Board shall by
resolution establish further limitations upon the maximum number of Rights
available under the Plan to any Employee or class of Employees, the Committee
shall adhere thereto.

                                       5
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                                   ARTICLE VI
                                   ----------

                      Options and Stock Appreciation Rights
                      -------------------------------------

Section 6.01. Awards of Incentive Stock Options. Subject to Section 3.01 above
------------  ---------------------------------
and Section 6.02 below, Incentive Stock Options may be granted to such eligible
Employees, at such times, and for such number of shares of Stock, as the
Committee may from time to time determine.

Section 6.02. Annual Limitation on Awards of Incentive Stock Options. The
------------  ------------------------------------------------------
aggregate Value of Stock with respect to which Incentive Stock Options are
exercisable for the first time by a Participant during any calendar year under
the Plan or any other plan of the Company or its Affiliates shall not exceed
$100,000. For purposes of the foregoing, the Value of Stock subject to an
Incentive Stock Option shall be determined as of the date such Incentive Stock
Option is granted.

Section 6.03. Awards of Non-Qualified Stock Options. Subject to Section 3.01
------------  -------------------------------------
above, Non-Qualified Stock Options may be granted to such eligible Employees, at
such times and for such number of shares of Stock, as the Committee may from
time to time determine.

Section 6.04. Awards of Stock Appreciation Rights. Stock Appreciation Rights may
------------  -----------------------------------
be granted at such times and to such eligible Employees as the Committee may
from time to time determine. Each Stock Appreciation Right shall relate only to
one or more shares of Stock subject to a specific Option and may be granted
concurrently with the Option to which it relates or any time prior to the
exercise, termination or expiration of the Option to which it relates. However,
at no time shall the total number of shares of Stock with respect to which Stock
Appreciation Rights remain outstanding and unexercised exceed the total number
of shares subject to Options then outstanding and unexercised.

A Stock Appreciation Right shall confer upon the recipient thereof the right to
receive from the Company or employing Affiliate, upon surrender of an Option or
a portion thereof, but without payment to the Company or such Affiliate, an
amount equal to the Value, on the exercise date, of the total number of shares
of Stock for which the Stock Appreciation right is exercised, less the Option
Price which the Participant would otherwise have been required to pay upon
purchase of such shares. The amount payable by the Company or Affiliate upon the
exercise of the Stock Appreciation Right may be paid in cash or in shares of
Stock or any combination thereof, as the Committee shall determine. Any shares
of Stock so paid shall satisfy such amount to the extent of the Value of such
shares on the business day next preceding the date of payment. No fractional
shares shall be issuable pursuant to any Stock Appreciation Right, but the
Participant shall instead be entitled to receive cash equal to the value of the
same fraction as would otherwise have been issuable. The value of such

                                       6
<PAGE>

fraction shall be determined with reference to the Value of a full share of
Stock as of the exercise date.

The Committee may fix, with respect to Stock Appreciation Rights granted under
this Plan, such waiting periods, exercise dates or other limitations as it shall
deem appropriate, provided that no Stock Appreciation Right shall be exercisable
prior to the date when the Option to which it relates first becomes exercisable
or after the expiration of said Option. The Committee may impose at any time
after the grant of any Stock Appreciation Right a total prohibition on the
exercise of such Stock Appreciation Right for such period or periods as it, in
its sole discretion, deems to be in the best interests of the Company and its
Affiliates.

Section 6.05. Terms and Conditions of Options and Stock Appreciation Rights.
------------  -------------------------------------------------------------
Options granted pursuant to the Plan shall be evidenced by agreements in such
form as the Committee shall from time to time approve. Stock Appreciation
Rights, if any, shall be evidenced by agreements amending and forming a part of
the Option agreements to which such rights relate. All such agreements shall
comply with and be subject to the following terms and conditions:

     Clause 6.05(a). Number of Shares. Each Option agreement shall state the
     --------------  ------------------
     total number of shares of Stock which are subject to the Option and, if
     applicable, the total number of shares with respect to which any related
     Stock Appreciation Right shall be exercisable.

     Clause 6.05(b). Option Price. The Option Price for the shares of Stock to
     --------------  ------------
     be issued pursuant to any Option granted under the Plan shall be determined
     by the Committee at the time such Option is granted, but such price in no
     event shall be less than the fair market value, as determined by the
     Committee, consistent with Treas. Reg. Section 20.2031-2 and any
     requirements of Section 422A of the Code, of such stock on the date in
     which such option is granted; provided, however, that the Committee shall
     have discretion to award non-qualified stock options to Participants at a
     price no less than 75% of the fair market value of the Stock on the date of
     grant, as determined by the Committee, consistent with Treas. Reg. Section
     20.2031-2.

     Clause 6.05(c). Term of Options and Stock Appreciation Rights. An Option
     --------------  ---------------------------------------------
     shall not be exercisable after the expiration of such period as shall be
     fixed by the Committee at the time of the grant thereof, but such period in
     no event shall exceed ten (10) years and one day from the date on which
     such Option is granted; provided, that Incentive Stock Options granted
     hereunder shall have terms not in excess of ten (10) years. Options shall
     be subject to earlier termination as hereinafter provided. Each Stock
     Appreciation Right shall expire not later than the expiration of the Option
     to which it relates.

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     Clause 6.05(d). When Exercisable. No Option or related Stock Appreciation
     --------------  ----------------
     Right shall be exercisable during the period of six (6) months following
     the date of grant of the Option. No Stock Appreciation Right which is held
     by a person who is, or within the preceding six months has been, a director
     or officer of the Company for purposes of Section l6(b) of the Securities
     Exchange Act of 1934, as amended, may be exercised during a period
     beginning on the third business day following the date of release of a
     summary statement of the Company's quarterly or annual sales and earnings
     and ending on the twelfth business day following such date; provided,
     however, that this restriction shall not apply in the event the Committee
     elects, upon exercise of a Stock Appreciation Right, to have the entire
     amount payable by the Company upon such exercise paid in shares of Stock.
     Each Option agreement shall specify any other period or periods of time
     during which the Option or related stock Appreciation Right granted therein
     may not be exercised. Except as provided above or so specified, any Option
     or Stock Appreciation Right may be exercised in whole at any time or in
     part from time to time during its term.

     Clause 6.05(e). Effect of Exercising Options or Stock Appreciation Rights.
     --------------  ---------------------------------------------------------
     Upon the exercise of a Stock Appreciation Right, the Option to which it
     relates shall terminate with respect to the number of shares of Stock as to
     which the Stock Appreciation Right is so exercised. Conversely, upon the
     exercise of an Option, any related Stock Appreciation Right shall terminate
     to the extent the total number of shares of Stock with respect to which
     such Stock Appreciation Right remains outstanding would otherwise exceed
     the total number of shares of Stock with respect to which such Option
     remains unexercised.

     Clause 6.05(f). Procedure for Exercise. An Option or Stock Appreciation
     --------------  ----------------------
     Right may not be exercised for a fractional share of Stock. An Option or
     Stock Appreciation Right shall be deemed to be exercised when, in
     accordance with the terms of the Option agreement, written notice of such
     exercise has been given to the Company or employing Affiliate by the person
     entitled to do so and, in the case of the exercise of an Option, full
     payment for the shares with respect to which the Option is exercised has
     been received by the Company or employing Affiliate. Payment shall be made
     either (i) in cash (including check, bank draft or money order) or (ii) if
     permitted by the Committee, by delivering (a) shares of Stock held by the
     Participant for a period of at least one year and having a Value equal to
     the applicable Option Price or (b) a combination of cash and such shares of
     Stock.

     Clause 6.05(g). Exercise Following Termination of Employment. Except as
     --------------  --------------------------------------------
     provided in Clause 6.05(h) and Clause 6.05(i), an Option or Stock
     Appreciation Right may not be exercised more than thirty (30) days after
     the grantee's Termination of Employment. If a Participant's employment is
     terminated by the Company or

                                       8
<PAGE>

     employing Affiliate for cause, his Options and Stock Appreciation Rights
     shall, to the extent not previously exercised, terminate immediately. The
     foregoing provisions shall remain operative notwithstanding any
     re-employment of the Participant within such thirty (30) day period or
     thereafter.

     Clause 6.05(h). Exercise Following Retirement. A Participant who incurs a
     --------------  -----------------------------
     Termination of Employment after becoming eligible to retire (as determined
     for purposes of any pension plan of the Company or employing Affiliate for
     non-union Employees as then in effect) may exercise his Option or Stock
     Appreciation Right, to the extent it is exercisable upon the effective date
     of such termination, within three months after such effective date, but in
     no event after the expiration of the term of such Option or Stock
     Appreciation Right or after the close of such three month period; provided,
     however, that if such termination was effected by the Company or employing
     Affiliate for cause, said Option or Stock Appreciation Right shall, to the
     extent not previously exercised, terminate immediately. The foregoing
     provisions shall remain operative notwithstanding any re-employment of the
     Participant within such three month period or thereafter.

     Clause 6.05(i). Exercise Upon Death. If a Participant dies while he is
     --------------  -------------------
     employed by the Company or an Affiliate or within thirty (30) days after he
     incurs a Termination of Employment (unless such termination was by the
     Company or employing Affiliate for cause), his Option or Stock Appreciation
     Right may be exercised, whether or not exercisable on the date of his
     death, by the personal representative or other person at the time entitled
     by law to his rights under the Option agreement, at any time within one
     year after his Termination of Employment (whether by death or otherwise),
     but in no event after the expiration of the term of the Option or Stock
     Appreciation Right or after the close of such one year period.

     Clause 6.05(j). Non-Transferability. An Option or Stock Appreciation Right
     --------------  -------------------
     granted under the Plan may not be sold, pledged, assigned, hypothecated,
     transferred or disposed of in any manner other than by will or by the laws
     of descent and distribution. A Stock Appreciation Right may never be
     transferred except to the transferee of the Option to which it relates.
     During the lifetime of a Participant, his Option or related Stock
     Appreciation Right may be exercised only by him.

     Clause 6.05(k). Modification of Options. Subject to the express provisions
     --------------  -----------------------
     of the Plan, and within the limitations of the Plan, the Committee may
     modify, extend or renew outstanding Options and Stock Appreciation Rights
     or accept the surrender of outstanding Options and Stock Appreciation
     Rights and authorize the granting of new Options and Stock Appreciation
     Rights in substitution therefore. However, no modification of an Option or
     Stock Appreciation Right shall impair the rights of the holder thereof


                                       9
<PAGE>

     without his consent. The Committee may not decrease, directly or indirectly
     (by cancellation and substitution of Options or otherwise) the Option Price
     applicable to any Option; however, this prohibition shall not prevent the
     granting of an additional Option to a person holding an earlier Option
     which is exercisable at a higher Option Price.

     Clause 6.05(l). Effect of Change in Control. If a tender offer or exchange
     --------------  ---------------------------
     offer for Stock (other than such an offer by the Company) is commenced, or
     if the stockholders of the Company approve an agreement providing either
     for a transaction in which the Company will cease to be an independently
     publicly owned corporation or for a sale or other disposition of all or
     substantially all the assets of the Company and, prior to such approval, a
     resolution specifically approving such agreement shall not have been
     adopted by at least a majority of the Board, then, unless the Committee
     shall have otherwise provided in the Option Agreement, each Option
     previously granted and not fully exercisable shall become exercisable in
     full upon the happening of such event and shall remain so exercisable for a
     period of sixty (60) days following such date after which it shall revert
     to being exercisable in accordance with its terms.

     Clause 6.05(m). Other Provisions. The Option agreements authorized under
     --------------  ----------------
     this Section 6.05 may contain such other provisions, including, without
     limitation, restrictions on the exercise of the Option or related Stock
     Appreciation Right, as the Committee or the Board shall deem advisable.

Section 6.06. Additional Terms and Conditions Applicable to Incentive Stock
------------  -------------------------------------------------------------
Options. Incentive Stock Option agreements shall comply with and be subject to
-------
the following additional terms and conditions:

     Clause 6.06(a). Ten Percent Shareholders. If a Participant, at the time an
     --------------  ------------------------
     Incentive Stock Option is granted, owns stock possessing more than ten
     percent of the total combined voting power of all classes of stock of the
     Company or any Affiliate of the Company, then

          (i)  the Exercise Price for the shares of Stock to be issued pursuant
          to such Incentive Stock Option shall be not less than 110% of the
          Value of such shares at such time, and

          (ii)  the Option Period with respect to such Incentive Stock Option
          shall not exceed five years.

     Clause 6.06(b). Related Stock Appreciation Rights. A Stock Appreciation
     --------------  ---------------------------------
     Right which is related to an Incentive Stock Option shall be exercisable
     only when the Value of the Stock exceeds the Option Price specified in such
     related Incentive Stock Option and only when such related Incentive Stock
     Option is otherwise exercisable.

                                       10
<PAGE>

                                   ARTICLE VII
                                   -----------

                               Performance Shares
                               ------------------

Section 7.01. Award of Performance Shares. Performance Shares shall be granted
------------  ---------------------------
to such eligible Employees, at such times, and in such numbers, as the Committee
may from time to time determine.

A Performance Share award shall confer upon the recipient thereof the right to
receive a specified number of shares of Stock contingent upon the achievement of
specified performance objectives within a specified Award Period.

The Committee shall determine the duration of each Award Period, but in no event
shall an Award Period consist of less than one year or more than five years.
Award Periods may run consecutively or concurrently, in whole or in part.

The Committee shall select the Employees entitled to participate for each Award
Period and the number of Performance Shares to be awarded to each. The
objectives which must be achieved in order for such shares to vest may be the
same with respect to all Participants or may be determined separately for each
Participant or for different classifications of Participants. Such objectives
may be expressed in terms of a progression within a specified range, with the
participant being entitled to all shares covered by a Performance Share award
only in the event a specified maximum objective is met or surpassed but being
entitled to a percentage of such shares in the event a specified minimum
objective is met or surpassed and to increasing percentages of such shares in
the event specified intermediate objectives are met or surpassed. Such
objectives shall be determined by the Committee, after consultation with the
Chairman and President of the Company, within sixty (60) days after the
beginning of the Award Period. Such objectives may be expressed in terms of (i)
the net earnings of the Company or an Affiliate; (ii) the return on invested
capital of the Company or an affiliate; (iii) the profitability of any division
or department of the Company or an Affiliate; (iv) any combination of the
foregoing; or (v) any other standard or standards deemed appropriate by the
Committee. Not more than sixty (60) days after the beginning of an Award Period,
the Committee shall cause each Participant to be notified in writing of the
performance objectives applicable to him for that Award Period. After such
notice shall have been given, such performance objectives shall not be changed.

Section 7.02. Terms and Conditions of Performance Share Awards. Performance
------------  ------------------------------------------------
Share awards shall be evidenced by agreements in such form as the Committee
shall from time to time approve, which agreements shall comply with and be
subject to the following terms and conditions:

     Clause 7.02(a). Nature of Award. Each Performance Share agreement shall
     --------------  ---------------
     specify the number of Performance Shares to which it relates and, with
     respect to each such Performance Share, the performance objectives which
     must be satisfied in order for the

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<PAGE>

     Performance Share to vest and the Award Period within which such objectives
     must be satisfied.

     Clause 7.02(b). Vesting. A Participant shall become vested with respect to
     --------------  -------
     a Performance Share if the performance objectives with respect to such
     Performance Share are satisfied in full within the Award Period with
     respect to such Performance Share. Otherwise, the participant's rights with
     respect to such Performance Share shall be forfeited.

     Clause 7.02(c). Payment of Awards. Payments to Participants in respect of
     --------------  -----------------
     vested Performance Shares shall be made within sixty (60) days after the
     last day of the Award Period to which such award relates. Such payment may
     be made entirely in shares of Stock, entirely in cash, or in such
     combination of shares of Stock and cash as the Committee shall determine.
     The amount of cash payable per Performance Share shall be the per share
     Value of shares of Stock on the business day next preceding the date of
     payment.

     Clause 7.02(d). Termination of Employment. If a Participant incurs a
     --------------  -------------------------
     Termination of Employment prior to the expiration of an Award Period, the
     Performance Shares issued to him with respect to such Award Period shall be
     forfeited and he shall not be entitled to any payment with respect thereto;
     provided, however, that the Committee may provide for partial or complete
     exceptions to this rule where such Termination of Employment is due to the
     retirement, disability or death of the Participant and occurs within a
     period of six (6) months prior to the expiration of the Award Period;
     provided further, unless the Committee shall have provided otherwise in the
     agreement evidencing the Performance Share award, that this rule shall not
     apply in the event such termination is involuntary on the part of the
     Participant and occurs after a change in control. For purposes of the
     foregoing, the term "change in control" means anyone of the following
     events occurring after the commencement of the Award Period:

          (i) Any person, including a "group" as defined in Section 13(d) (3) of
          the Securities Exchange Act of 1934, shall become the beneficial owner
          of shares of the Company with respect to which twenty percent (20%) or
          more of the total number of votes for the election of the Board may be
          cast.

          (ii) As a result of, or in connection with, any cash tender offer,
          exchange offer, merger or other business combination, sale of assets
          or contested election, or combination of the foregoing, the persons
          who, at the beginning of the Award Period, are directors of the
          Company shall cease to constitute a majority of the Board of Directors
          of the Company.

                                       12
<PAGE>

          (iii) The stockholders of the Company approve an agreement providing
          either for a transaction in which the Company will cease to be an
          independently publicly owned corporation or for a sale or other
          disposition of all or substantially all the assets of the Company.

          (iv) During any period of two consecutive years beginning after the
          commencement of the Award Period, individuals, who at the beginning of
          such period constitute the Board, cease for any reason to constitute
          at least a majority thereof, unless the election of each director who
          was not a director at the beginning of such period has been approved
          in advance by directors representing at least two-thirds of the
          directors then in office who were directors at the beginning of such
          period.

     However, "change of control" shall not include an event by which control of
     the Company is acquired in connection with a reorganization which involves
     solely the acquisition of control of the Company by a corporation whose
     shares subsequent to such acquisition of control are owned by the same
     shareholders and in the same amounts as the shares of the Company are owned
     immediately prior to such acquisition of control, nor shall it include any
     subsequent acquisition of shares by a person or group which prior to the
     beginning of the Award Period was the beneficial owner of shares of the
     Company with respect to which twenty percent (20%) or more of the total
     number of votes for the election of the Board may be cast. The above events
     of "change of control" shall occur at the time of the change in share
     ownership under subparagraph (i), the cessation of the directorships under
     subparagraph (ii), the approval of an agreement under subparagraph (iii),
     or a change in the majority of the Board under subparagraph (iv), whichever
     first occurs.



                                  ARTICLE VIII
                                  ------------

                                  Miscellaneous
                                  -------------

Section 8.01. Reservation of Shares. The Company during the term of this Plan,
------------  ---------------------
will at all times reserve and keep available such number of shares of Stock as
shall be sufficient to satisfy the requirements of the Plan. However, no
Participant shall have any right in or against any shares so reserved.

Section 8.02. Rights as a Stockholder. The holder of an Option or Performance
------------  -----------------------
Share shall have no rights as a stockholder with respect to shares covered
thereby until the date of the issuance to him of a stock certificate for such
shares. Except as provided in Section 3.03, no adjustment shall be made for
dividends or other distributions or

                                       13
<PAGE>

rights for which the record date is prior to the date of such issuance.

Section 8.03. Conditions Upon Issuance of Shares. Shares shall not be issued
------------  ----------------------------------
with respect to any Right granted under the Plan unless the issuance and
delivery of such shares pursuant thereto shall comply with all relevant
provisions of law (including, by way of illustration, the Securities Act of
1933, as amended, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange upon which the shares may then be listed) and
shall further be subject to the approval of counsel for the Company with respect
to such compliance. If, at the time of the exercise or vesting of any Right, it
is necessary or desirable, in the opinion of counsel for the Company, in order
to comply with any then applicable laws or regulations relating to the sale of
securities, that the holder shall agree to hold any shares issued to him for
investment and without any present intention to resell or distribute the same
and that the holder will dispose of such shares only in compliance with such
laws and regulations, the holder will, upon the request of the Company, execute
and deliver to the Company an agreement to such effect.

Section 8.04. Preemption of Applicable Laws and Regulations. Anything in the
------------  ---------------------------------------------
Plan or any Option or Performance Share agreement to the contrary
notwithstanding, if, at any time specified herein or therein for the issuance of
shares or the payment of consideration to the holder as a result of the exercise
of any Stock Appreciation Right, as the case may be, any law, regulation, or
requirement of any governmental authority having jurisdiction in the premises,
shall require either the Company, an Affiliate or the holder to take any action
in connection with the shares then to be issued or such payment, the issuance of
such shares or the making of such payment, as the case may be, shall be deferred
until such action shall have been taken.

Section 8.05. Withholding Taxes. The Committee may adopt and apply rules to
------------  -----------------
ensure that the Company and its Affiliates will be able to comply with
applicable provisions of any federal, state or local relating to the withholding
of tax.

Section 8.06. No Right to Continued Employment. Neither the adoption and
------------  --------------------------------
maintenance of the Plan nor the grant of any Right pursuant to the Plan shall be
deemed (i) to give any Employee the right to remain in the employ of the Company
or any Affiliate; (ii) to affect the right of the Company or an Affiliate to
discipline or discharge any Employee at any time; (iii) to give the Company or
an Affiliate the right to require any Employee to remain in its employ; or (iv)
to affect any Employee's right to terminate his employment at any time.

Section 8.07. Interpretation of Plan. The Company intends that Incentive Stock
------------  ----------------------
Options granted under the Plan shall comply with the provisions of Section
422A(b) of the Code, and the provisions of the

                                       14
<PAGE>

Plan and all Incentive Stock Option agreements entered into pursuant to the Plan
shall be construed to effectuate such intention.

Section 8.08. Applicable Law. The Plan and any Right agreements entered into
------------  --------------
pursuant to the Plan shall be construed, regulated, interpreted and administered
under and in accordance with the laws of the State of Indiana.

Section 8.09. Successors. This Plan shall be binding upon the successors and
------------  ----------
assigns of the Company.

                                   ARTICLE IX
                                   ----------

                            Amendment and Termination
                            -------------------------

Section 9.01. Term of Plan. The Plan shall become effective upon its adoption by
------------  ------------
the Board, subject to ratification of the Plan by the stockholders of the
Company. Unless the stockholders of the Company fail to ratify the Plan within
one year after its adoption, or unless the Plan is sooner terminated under
Section 9.02 below, the Plan shall continue in effect for a term of ten (10)
years after its adoption.

Section 9.02. Amendment and Termination. The Board may from time to time alter,
------------  -------------------------
amend, suspend, or terminate this Plan; provided, however, that no such action
may, without the approval of the stockholders of the Company, alter the
provisions of the Plan so as to (a) increase the maximum number of shares of
Stock with respect to which Rights may be granted under the Plan, except as
provided in Section 3.03 hereof; (b) change the class of persons eligible to
receive Rights under the Plan; (c) extend the term of the Plan; (d) withdraw the
administration of the Plan from the Committee; (e) permit any member of the
Committee to be eligible to receive a Right under the Plan; (f) extend beyond
ten (10) years and one day the maximum term which may be specified for Options
or Stock Appreciation Rights granted under the Plan; or (g) extend beyond five
(5) years the maximum term which may be specified for an Award Period with
respect to performance Shares granted under the Plan.

Section 9.03. Effect of Amendment or Termination. No amendment or termination of
------------  ----------------------------------
the Plan may, without the consent of the Participant, adversely affect the
rights of any Participant under a Right awarded before the date thereof. The
termination of the Plan shall not affect or impair the power, authority and
discretion of the Committee with respect to any Right granted prior to the
termination.

                                       15
</TEXT>
</DOCUMENT>
