Exhibit 10.07
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Compensation of Named Executive Officers

         Base Salary
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         Each executive officer is reviewed individually by the Compensation
Committee, which review includes an analysis of the performance of the
Corporation and the Bank. In addition, the review includes, among other things,
an analysis of the individual's performance during the past fiscal year,
focusing primarily upon the following aspects of the individual's job or
characteristics of the individual exhibited during the most recent fiscal year:
quality and quantity of work; supervisory skills; dependability; initiative;
attendance; overall skill level; and overall value to the Corporation.

         As previously reported on the Corporation's Form 8-K dated July 29,
2005, Morris L. Maurer, the President and Chief Executive Officer of the
Corporation and the Bank, will receive a base salary of $295,000 from July 1,
2005 through June 30, 2006. Philip B. Roby, the Executive Vice President and
Chief Operating Officer of the Corporation and the Bank, will receive a base
salary of $261,000 from July 1, 2005 through June 30, 2006. The salaries of
Messrs. Maurer and Roby have historically been adjusted on July 1 of each year.
At that time, the Compensation Committee may determine to adjust the respective
salaries.

         As previously reported on the Corporation's Form 8-K dated January 9,
2006, Debra L. Ross, the Chief Financial Officer of the Corporation, will
receive a base salary of $150,000 for 2006. On February 16, 2006, the Bank
appointed Mark E. Bruin as Senior Vice President & Chief Client Officer and
Terry K. Scott as First Vice President and Chief Credit Officer. Messrs. Bruin
and Scott will receive a base salary of $200,000 and $120,000, respectively, for
2006.

         Bonus Amounts
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         For 2006 the Board of Directors expects to approve an incentive bonus
plan ("Incentive Bonus Plan") for all employees of the Bank. Under the terms of
the Incentive Bonus Plan, all employees will be entitled to receive a bonus of
up to certain percentage of their salary, depending upon the amount, if any, by
which the Bank exceeded its profit plan.

         The Board of Directors also expects to approve a discretionary bonus
plan for 2006 (the "2006 Discretionary Bonus Plan"). Employees, other than
Morris L. Maurer and Philip B. Roby, will also be entitled to participate in the
2006 Discretionary Bonus Plan. Under this plan, all eligible employees,
including Debra L. Ross, Mark E. Bruin and Terry K. Scott may receive a bonus as
determined in the discretion of Messrs. Maurer and Roby. These amounts are
determined by a comparison of the specific employee's goals and objectives with
actual performance.


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         The Board of Directors also expects to approve a separate bonus plan
for Morris L. Maurer and Philip B. Roby (the "2006 Top Management Bonus Plan").
Bonuses are paid from this plan for exceptional individual performance in areas
considered critical to the success of the Corporation and the Bank. This bonus
will be based upon a review of compensation levels in other financial
institutions similar in size to the Corporation and the Bank; a comparison of
the Corporation's performance compared to the 2006 goals for growth in assets,
loans, "wealth management" assets under management, and net income; and,
consideration of non-financial performance, including the results of regulatory
examinations.

         Stock Plans
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         2005 Plan. On April 21, 2005, the Board of Directors of the Corporation
approved The National Bank of Indianapolis Corporation 2005 Equity Incentive
Plan (the "2005 Plan"), which was approved by shareholders on June 16, 2005 at
the Annual Meeting of Shareholders of the Corporation. All employees of the
Corporation or its subsidiaries are eligible to become participants in the 2005
Plan. The Compensation Committee will administer the 2005 Plan and will
determine the specific employees who will be granted awards under the 2005 Plan
and the type and amount of any such awards.

         The 2005 Plan authorizes the issuance of up to 333,000 shares of the
Corporation's common stock to participants pursuant to the award of shares of
restricted stock or the grant of options. The 2005 Plan's effective date is July
1, 2005 and it will continue in effect until terminated by the Board of
Directors; provided, however, no awards of "incentive stock options" may be
granted under the 2005 Plan after the ten-year anniversary of its approval by
the shareholders. Any awards that are outstanding after the 2005 Plan terminates
will remain subject to the terms of the 2005 Plan.

         The Administrative Committee of the 2005 Plan may grant an incentive
stock option or non-qualified stock option to purchase stock at a specified
exercise price. The exercise price for an option cannot be less than the fair
market value of the stock to which the option relates at the time the option is
granted. The exercise price of an option may not be decreased after the date of
grant nor may an option be surrendered to Corporation as consideration for the
grant of a replacement option with a lower exercise price, except as approved by
our shareholders or as adjusted for corporate transactions described above.

         Options will be exercisable in accordance with the terms established by
the Administrative Committee. The full purchase price of each share of stock
purchased on the exercise of any option will be paid at the time of exercise.
Except as otherwise determined by the Administrative Committee, the exercise
price will be payable in cash, by promissory note (as permitted by law), in
shares of stock owned by the optionee (valued at fair market value as of the day
of exercise), or a combination thereof. The Committee, in its discretion, may
impose such conditions, restriction, and contingencies on stock acquired
pursuant to the exercise of an option as it determines to be desirable.


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         Terminated 1993 Plans. On April 21, 2005, the Board of Directors of the
Corporation terminated the Amended and Restated 1993 Key Employees' Stock Option
Plan and the Amended and Restated 1993 Restricted Stock Plan (collectively, the
"1993 Plans") subject to the shareholders of the Corporation approving the 2005
Plan, which approval was received on June 16, 2005, at the Annual Meeting of
Shareholders of the Corporation. The effective date of the termination of the
1993 Plans was June 30, 2005. The awards which are outstanding under the 1993
Plans will remain outstanding following the termination of the 1993 Plans
subject to their terms, until they are expired, are forfeited or otherwise lapse
or expire.

         Other Compensation Plans
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         On December 15, 2005, the Board of Directors of the Corporation adopted
The National Bank of Indianapolis Corporation Executives' Deferred Compensation
Plan (the "Deferred Compensation Plan"). Morris L. Maurer and Philip B. Roby are
the only two executives currently eligible to participate in the Plan. Under the
terms of the Deferred Compensation Plan, participants may defer up to 50% of
total cash compensation, and the Corporation will match 50% of the executive's
deferral. The Plan is unfunded and accruals and earnings on the deferrals will
be recorded as a liability on the Corporation's financial statements. The Plan
will be administered by the Compensation Committee of the Board of Directors.
Earnings will accrue interest at a rate equal to the interest rate on 10-year
Treasury securities for the 12-month period ended on September 30 of the year
prior to the plan year to which the earnings rate will apply, plus 150 basis
points. The Corporation may also make additional matching contribution in any
amount as may be determined by the Committee in its sole discretion. In
addition, the Committee may make supplemental contributions. Matching and
supplemental contributions under the plan will vest upon the first to occur of
the following events: five years of service, the participant attaining age 62,
the death of the participant, the total and permanent disability of the
participant, or the date on which there is a change of control of the
Corporation.

         The Corporation also has adopted certain broad-based employee benefit
plans for all employees. Senior executives are permitted to participate in these
plans on the same terms as non-executive employees who meet applicable
eligibility criteria, subject to any legal limitations on the amount that may be
contributed or the benefits that may be payable under the plans. These plans
include such customary employee benefit plans as medical insurance, life
insurance, and a 401(k) plan.

         The Corporation sponsors The National Bank of Indianapolis Corporation
401(k) Savings Plan for the benefit of substantially all of the employees of the
Corporation and its subsidiaries. All employees of the Corporation and its
subsidiaries become participants in the 401(k) Plan after completing one year of
service for the Corporation or its subsidiaries and attaining age 21.


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