Schedule 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, the Corporation's wholly-owned subsidiary. 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.

     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, and a base salary of $311,000 from July 1, 2006
through June 30, 2007. 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 and a base salary of $275,000
from July 1, 2006 through June 30, 2007. The salaries of Messrs. Maurer and Roby
have historically been adjusted on July 1 of each year.

     Debra L. Ross, the Chief Financial Officer of the Corporation, will receive
a base salary of $150,000 for 2006. Mark E. Bruin, the chief client officer of
the Bank, will receive a base salary of $200,000 for 2006. Terry K. Scott, the
chief credit officer of the Bank, will receive a base salary of $120,000 for
2006.

     Bonus Amounts
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     On April 20, 2006, the Compensation Committee of the Corporation approved
the terms and conditions for the 2006 Incentive Plan, the 2006 Discretionary
Bonus Plan, and the 2006 Top Management Discretionary Bonus Plan. Following is a
description of such plans.

     All employees of the Corporation and the Bank, its wholly-owned subsidiary,
are eligible to participate in the 2006 Incentive Plan. To be eligible to
receive awards under the 2006 Incentive Plan, an individual must be employed by
the Corporation or the Bank at December 31, 2006. Under the terms of the 2006
Incentive Plan, all participating employees will receive a specified percentage
of their annual salary, depending upon the net income of the Bank. The maximum
amount that an individual may receive under the 2006 Incentive Plan would be an
amount equal to 18% of that individual's annual salary. Under the terms of the
2006 Incentive Plan, all individuals will receive the same percentage of their
annual salary as the bonus payment.


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     The 2006 Discretionary Bonus Plan is to be used to reward individuals who
have provided performance critical to the success of the Corporation and the
Bank and to supplement the amounts received under the 2006 Incentive Bonus Plan.
The individuals who are eligible to receive a bonus payment pursuant to this
Plan and the amount of any bonus awarded under this Plan are determined by the
Compensation Committee, after considering recommendations by Morris L. Maurer,
the President of the Corporation and the Bank, and Philip B. Roby, the Executive
Vice President and Chief Operating Officer of the Corporation and the Bank.
Neither Mr. Maurer nor Mr. Roby are eligible to participate in the 2006
Discretionary Bonus Plan. The aggregate amount of bonus payments which can be
made under this plan is $77,000. Awards under the 2006 Discretionary Bonus Plan
are not subject to a formula payout (unlike the 2006 Incentive Bonus Plan).

     The only individuals eligible to participate in the 2006 Top Management
Discretionary Bonus Plan are Morris L. Maurer, the President of the Corporation
and the Bank, and Philip B. Roby, the Executive Vice President and Chief
Operating Officer of the Corporation and the Bank. The aggregate amount which
could awarded under this Plan equals $86,000, or approximately 15% of the base
salary of the two participants in this Plan. Awards under this Plan are made in
the discretion of the Compensation Committee and are not subject to a formula
payout (unlike the 2006 Incentive Bonus Plan). Although the Compensation
Committee did not establish specific performance goals under the terms of this
Plan, in determining awards under this Plan the Compensation Committee will
consider matters such as annual growth in total assets, loans, assets under
management, net income and earnings per share; employee turnover; client
retention; and, 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


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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.

     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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     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.