AMERIANA BANK, SB SUPPLEMENTAL RETIREMENT PLAN

1.1

“ Account Value ” means the amount shown on Schedule A under the heading Account Value. The parties expressly acknowledge that the Account Value may be different than the liability that should be accrued by the Bank, under Generally Accepted Accounting Principles (“GAAP”), for the Bank’s obligations under this Agreement. The Account Value on any date other than the end of a Plan Year shall be determined by adding the prorated increase attributable for the current Plan Year to the Account Value for the previous Plan Year.

1.2

“ Beneficiary ” means each designated person or entity, or the estate of the deceased Director, entitled to any benefits upon the death of the Director pursuant to Article 4.

1.3

“ Beneficiary Designation Form ” means the form established from time to time by the Plan Administrator that the Director completes, signs and returns to the Plan Administrator to designate one or more Beneficiaries.

1.4

“ Board ” means the Board of Directors of the Bank as from time to time constituted.

1.5

“ Change in Control ” means a change in the ownership or effective control of the Bank, or in the ownership of a substantial portion of the assets of the Bank, as such change is defined in Code Section 409A and regulations thereunder.

1.6

“ Code ” means the Internal Revenue Code of 1986 as amended from time to time.

1.7

“ Early Termination ” means Separation from Service before attainment of Normal Retirement Age except when such Separation from Service occurs within twenty-four (24) months following a Change in Control or due to death.

1.8

“ Effective Date ” means January 1, 2008.

1.9

“ Holding Company ” means AMERIANA BANCORP.

1.10

“ Normal Retirement Age ” means the Director’s age seventy (70).

1.11

“ Normal Retirement Date ” means the later of Normal Retirement Age or Separation from Service.

1.12

“ Plan Administrator ” means the Board or such committee or person as the Board shall appoint.

1.13

“ Plan Year ” means each twelve (12) month period commencing on January 1 and ending on December 31 of each year. The initial Plan Year shall commence on the Effective Date of this Agreement and end on the following December 31.

1.14

“ Schedule A ” means the schedule attached to this Agreement and made a part hereof. Schedule A shall be updated upon a change in any of the benefits under Articles 2 or 3.

1.15

“ Separation from Service ” means termination of the Director’s service with the Bank for reasons other than death. Whether a Separation from Service has occurred is determined in accordance with the requirements of Code Section 409A based on whether the facts and circumstances indicate that the Bank and Director reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Director would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding thirty-six (36) month period (or the full period of services to the Bank if the Director has been providing services to the Bank less than thirty-six (36) months).

2.1

Normal Retirement Benefit . Upon Separation from Service after attaining Normal Retirement Age, the Bank shall distribute to the Director the benefit described in this Section 2.1 in lieu of any other benefit under this Article.

2.1.1

Amount of Benefit . The annual benefit under this Section 2.1 is Twenty Thousand Dollars ($20,000).

2.1.2

Distribution of Benefit . The Bank shall distribute the annual benefit to the Director in twelve (12) equal monthly installments commencing on the first day of the month following Separation from Service. The annual benefit shall be distributed to the Director for fifteen (15) years.

2.2

Early Termination Benefit . If Early Termination occurs, the Bank shall distribute to the Director the benefit described in this Section 2.2 in lieu of any other benefit under this Article.

2.2.1

Amount of Benefit . The benefit under this Section 2.2 is the Account Value determined as of the end of the month preceding Separation from Service.

2.2.2

Distribution of Benefit . The Bank shall distribute the benefit to the Director in a lump sum within thirty (30) days following Separation from Service.

2.3

Change in Control Benefit . If a Change in Control occurs followed within twenty-four (24) months by Separation from Service prior to Normal Retirement Age, the Bank shall distribute to the Director the benefit described in this Section 2.3 in lieu of any other benefit under this Article.

2.3.1

Amount of Benefit. The benefit under this Section 2.3 is the Account Value determined as of the end of the month preceding Separation from Service

2.3.2

Distribution of Benefit . The Bank shall distribute the benefit to the Director in a lump sum within thirty (30) days following Separation from Service.

2.4

Distributions Upon Taxation of Amounts Deferred . If, pursuant to Code Section 409A, the Federal Insurance Contributions Act or other state, local or foreign tax, the Director becomes subject to tax on the amounts deferred hereunder, then the Bank may make a limited distribution to the Director in a manner that conforms to the requirements of Code section 409A. Any such distribution will decrease the Director’s benefits distributable under this Agreement.

2.5

Change in Form or Timing of Distributions . For distribution of benefits under this Article 2, the Director and the Bank may, subject to the terms of Section 8.1, amend this Agreement to delay the timing or change the form of distributions. Any such amendment:

(a)

may not accelerate the time or schedule of any distribution, except as provided in Code Section 409A;

(b)

must, for benefits distributable under Sections 2.1, 2.2 and 2.3, delay the commencement of distributions for a minimum of five (5) years from the date the first distribution was originally scheduled to be made; and

(c)

must take effect not less than twelve (12) months after the amendment is made.

3.1

Death During Active Service . If the Director dies prior to Separation from Service, the Bank shall distribute to the Beneficiary the benefit described in this Section 3.1. This benefit shall be distributed in lieu of any benefit under Article 2.

3.1.1

Amount of Benefit . The benefit under this Section 3.1 one hundred percent (100%) of the Account Value determined as of the date of the Director’s death.

3.1.2

Distribution of Benefit . The Bank shall distribute the benefit to the Beneficiary in a lump sum on the first day of the fourth month following the Director’s death. The Beneficiary shall be required to provide the Director’s death certificate to the Bank.

3.2

Death During Distribution of a Benefit . If the Director dies after any benefit distributions have commenced under this Agreement but before receiving all such distributions, the Bank shall distribute to the Beneficiary the remaining benefits at the same time and in the same amounts they would have been distributed to the Director had the Director survived.

3.3

Death Before Benefit Distributions Commence. If the Director is entitled to benefit distributions under this Agreement but dies prior to the date that commencement of said benefit distributions are scheduled to be made under this Agreement, the Bank shall distribute to the Beneficiary the same benefits to which the Director was entitled prior to death, except that the benefit distributions shall be paid in the manner specified in Section 3.1.2 and shall commence on the first day of the fourth month following the Director’s death.

4.1

In General . The Director shall have the right, at any time, to designate a Beneficiary to receive any benefit distributions under this Agreement upon the death of the Director. The Beneficiary designated under this Agreement may be the same as or different from the beneficiary designated under any other plan of the Bank in which the Director participates.

4.2

Designation . The Director shall designate a Beneficiary by completing and signing the Beneficiary Designation Form and delivering it to the Plan Administrator or its designated agent. If the Director names someone other than the Director’s spouse as a Beneficiary, the Plan Administrator may, in its sole discretion, determine that spousal consent is required to be provided in a form designated by the Plan Administrator, executed by the Director’s spouse and returned to the Plan Administrator. The Director’s beneficiary designation shall be deemed automatically revoked if the Beneficiary

predeceases the Director or if the Director names a spouse as Beneficiary and the marriage is subsequently dissolved. The Director shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Plan Administrator’s rules and procedures. Upon the acceptance by the Plan Administrator of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be cancelled. The Plan Administrator shall be entitled to rely on the last Beneficiary Designation Form filed by the Director and accepted by the Plan Administrator prior to the Director’s death.

4.3

Acknowledgment . No designation or change in designation of a Beneficiary shall be effective until received, accepted and acknowledged in writing by the Plan Administrator or its designated agent.

4.4

No Beneficiary Designation . If the Director dies without a valid beneficiary designation, or if all designated Beneficiaries predecease the Director, then the Director’s spouse shall be the designated Beneficiary. If the Director has no surviving spouse, any benefit shall be paid to the Director’s estate.

4.5

Facility of Distribution . If the Plan Administrator determines in its discretion that a benefit is to be distributed to a minor, to a person declared incompetent or to a person incapable of handling the disposition of that person’s property, the Plan Administrator may direct distribution of such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Plan Administrator may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Any distribution of a benefit shall be a distribution for the account of the Director and the Beneficiary, as the case may be, and shall completely discharge any liability under this Agreement for such distribution amount.

5.1

Forfeiture . The Director shall forfeit any non-distributed benefits under this Agreement if during the term of this Agreement and within five (5) years following a Separation from Service, the Director, directly or indirectly, engages in or becomes an owner, agent, officer, director or shareholder, as defined hereinafter, of any business which competes with any of the businesses conducted by the Bank, the Holding Company or any of the subsidiaries of either in any of the following states, to-wit: Indiana, Ohio, Kentucky, Illinois and/or Michigan. The Bank and the Director agree that the term of this covenant not to compete and the geographic area described here are reasonable given the nature of the businesses conducted by the Bank, the Holding Company and their subsidiaries and given the plans for the conduct of business made by the Bank in its strategic plans. In the event the Director breaches this provision, the Bank may cancel all benefits provided herein upon giving the Director twenty one (21) days written notice and an opportunity to cure said breach. For purposes of this section, the Director shall be deemed a shareholder if the Director acquires five percent (5%) or more of any publicly traded or privately held entity that competes with the Bank as aforesaid.

6.1

Plan Administrator Duties . The Plan Administrator shall administer this Agreement according to its express terms and shall also have the discretion and authority to (i) make, amend, interpret and enforce all appropriate rules and regulations for the administration of this Agreement and (ii) decide or resolve any and all questions, including interpret