Filed by Bowne Pure Compliance








EXHIBIT 10.08




FIRST AMENDMENT OF

THE NATIONAL BANK OF INDIANAPOLIS CORPORATION

EXECUTIVES’ DEFERRED COMPENSATION PLAN




WHEREAS, The National Bank of Indianapolis Corporation (the “Bank”) maintains The National
Bank of Indianapolis Corporation Executives’ Deferred Compensation Plan (Effective as of January 1,
2005) (the “Plan”); and



WHEREAS, pursuant to the authority contained in Section 6.1 of the Plan, the Bank has reserved
the right to amend the Plan; and



WHEREAS, the Bank has determined the Plan should be amended to comply with Section 409A of the
Internal Revenue Code of 1986, as amended;



NOW, THEREFORE, pursuant to the power reserved to the Bank under Section 6.1 of the Plan and
delegated to the undersigned individuals, the Plan is hereby amended, effective as of January 1,
2008, in the following particulars:




	 	1.	 	By replacing the phrase “this subsection (r)” in subsection 1.4(u) with “this
subsection (u)”.

	 
	 	2.	 	By replacing subsection 3.2(b) in its entirety with the following:







	 	“(b)	 	 Timing of Execution and Delivery of Elections.







	 	(i)	 	Base Salary Deferrals. Except as provided
below, to be effective to defer any portion of a Participant’s Base
Salary for a Plan Year, an election must be filed with the Committee
with respect to that Base Salary on or prior to the first day of that
Plan Year.

	 
	 	(ii)	 	Bonus Deferrals. Except as otherwise provided
in this subsection 3.2(b)(ii), to be effective to defer any portion of
a Participant’s Bonus for a Plan Year, an election must be filed with
the Committee with respect to that Bonus on or prior to the first day
of that Plan Year. However, the deferral election filing may be
delayed until June 30th of the Plan Year in which the services giving
rise to the Bonus are rendered if (A) the Bonus is not, as of the date
of filing, substantially certain to be paid, and (B) capable of
calculation. In addition, the Participant must be employed by the Bank
from the later of (A) the first day of the Plan Year to which the
election relates, or (B) the date the Bank establishes the
performance goals for the Bonus through the date the Participant
files his or her deferral election. If either of these requirements
are not satisfied, the deferral election must be filed in accordance
with the first sentence of this subsection 3.2(b)(ii).





 


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	 	 	 	For example, a Bonus deferral election attributable to the 2009 Plan
Year, payable in 2010, may be filed on or before June 30, 2009 so
long as the Bonus is not both substantially certain to be paid and
capable of calculation by that date and provided that the Participant
was employed by the Bank for the requisite time period described
above. If one or both of these requirements is not satisfied, the
election must have been filed not later than December 31, 2008.”







	 	3.	 	By replacing subsection 3.2(c) in its entirety with the following:







	 	“(c) 	 	Revocation and Modification of Deferral Elections. Once made,
a deferral election cannot be modified in the current Plan Year but rather can only
be modified (and then only in the case of a deferral election with respect to Base
Salary) with respect to a later Plan Year. Such modification must be made by the
time(s) specified in subsection 3.2(b). Modifications must be made on a form or
forms prescribed by the Committee.”







	 	4.	 	By replacing the phrase “as soon as practicable” in Section 4.2 with the phrase
“within 90 days”.






IN WITNESS WHEREOF, the Bank, by its duly authorized officer, and the Executive have executed
this First Amendment of The National Bank of Indianapolis Corporation Executives’ Deferred
Compensation Plan Employment Agreement this 20th day of November
 _____, 2008, but effective as of
January 1, 2008.


 


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The National Bank of Indianapolis Corporation

Executives’ Deferred Compensation Plan




Effective Date: January 1, 2005





 


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ADOPTION OF

THE NATIONAL BANK OF INDIANAPOLIS CORPORATION

EXECUTIVES’ DEFERRED COMPENSATION PLAN






Pursuant to resolutions adopted by the Board of Directors of The National Bank of Indianapolis
Corporation, an Indiana corporation (the “Corporation”), the undersigned officers of the
Corporation hereby adopt The National Bank of Indianapolis Corporation Executives’ Deferred
Compensation Plan, effective as of January 1, 2005, on behalf of the Corporation, in the form
attached hereto.




Dated this 15th day of December, 2005.



	 	 	 	 	 
	 	THE NATIONAL BANK OF INDIANAPOLIS 

CORPORATION

 	 
	 	By:  	/s/ Michael S. Maurer
 	 
	 	 	Michael S. Maurer, Chairman 	 
	 	 	 	 




ATTEST:



	 	 	 
	/s/ David R. Frick
	 	 
	 

David R. Frick, Secretary

	 	 







 


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TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE I INTRODUCTION
	 	 	1	 
	 
	 	 	 	 
	Section 1.1 Purpose
	 	 	1	 
	Section 1.2 Structure
	 	 	1	 
	Section 1.3 Administration
	 	 	1	 
	Section 1.4 Definitions
	 	 	2	 
	 
	 	 	 	 
	ARTICLE II ELIGIBILITY
	 	 	6	 
	 
	 	 	 	 
	Section 2.1 Eligibility
	 	 	6	 
	Section 2.2 No Contract of Employment
	 	 	6	 
	 
	 	 	 	 
	ARTICLE III PARTICIPANT DEFERRALS AND CORPORATION CONTRIBUTIONS
	 	 	6	 
	 
	 	 	 	 
	Section 3.1 Participant Deferrals
	 	 	6	 
	Section 3.2 Deferral Elections
	 	 	6	 
	Section 3.3 Participant Deferral Limits
	 	 	7	 
	Section 3.4 Matching Contributions
	 	 	7	 
	Section 3.5 Supplemental Contributions
	 	 	7	 
	Section 3.6 Allocation of Deferrals and Contributions
	 	 	8	 
	Section 3.7 Application of Earnings and Adjustment of Earnings Rate
	 	 	8	 
	Section 3.8 Adjustments to Bookkeeping Accounts
	 	 	8	 
	Section 3.9 Unsecured Contractual Rights
	 	 	9	 
	 
	 	 	 	 
	ARTICLE IV VESTING AND DISTRIBUTIONS
	 	 	9	 
	 
	 	 	 	 
	Section 4.1 Vesting
	 	 	9	 
	Section 4.2 Time of Payment of Benefits
	 	 	10	 
	Section 4.3 Form of Payment of Benefits
	 	 	10	 
	Section 4.4 Death of Participant and Beneficiary Designation
	 	 	10	 
	Section 4.5 Repayment of Benefits
	 	 	11	 
	 
	ARTICLE V PLAN ADMINISTRATION
	 	 	11	 
	 
	Section 5.1 Administration by the Committee
	 	 	11	 
	Section 5.2 Powers and Responsibilities of the Committee
	 	 	11	 
	Section 5.3 Claims Procedure
	 	 	12	 
	Section 5.4 Income and Employment Tax Withholding
	 	 	13	 
	 
	 	 	 	 
	ARTICLE VI AMENDMENT AND TERMINATION
	 	 	13	 
	 
	Section 6.1 Amendment of the Plan
	 	 	13	 
	Section 6.2 Termination of the Plan
	 	 	13	 






 


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	ARTICLE VII MISCELLANEOUS
	 	 	13	 
	 
	 	 	 	 
	Section 7.1 Gender and Number
	 	 	13	 
	Section 7.2 Severability
	 	 	13	 
	Section 7.3 Governing Law
	 	 	13	 
	Section 7.4 Headings
	 	 	14	 
	Section 7.5 Evidence
	 	 	14	 
	Section 7.6 No Effect on Employment or Service
	 	 	14	 
	Section 7.7 Participation
	 	 	14	 
	Section 7.8 Liability and Indemnification
	 	 	14	 
	Section 7.9 Nontransferability
	 	 	15	 
	Section 7.10 Funding
	 	 	15	 
	Section 7.11 Incapacity of Participant or Beneficiary
	 	 	15	 
	Section 7.12 Corporate Successors
	 	 	16	 
	Section 7.13 Evidence
	 	 	16	 
	Section 7.14 Action by the Corporation
	 	 	16	 
	Section 7.15 Information to be Furnished by Participants
	 	 	16	 







 


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ARTICLE I

INTRODUCTION




Section 1.1 Purpose. The purpose of The National Bank of Indianapolis
Corporation Executives’ Deferred Compensation Plan (the “Plan”) is to provide executive officers of
the Corporation’s wholly owned subsidiary, The National Bank of Indianapolis (the “Bank”), with
deferred compensation benefits in addition to benefits attributable to compensation deferred under
The National Bank of Indianapolis 401(k) Savings Plan (the “Savings Plan”). It is the intention of
the Corporation that the Plan constitute an unfunded arrangement maintained for the purpose of
providing deferred compensation for a select group of management or highly compensated employees
for federal income tax purposes and for purposes of Title I of the Employee Retirement Income
Security Act of 1974, as amended. Consequently, it will be administered and its provisions
interpreted consistently with that intention.



Section 1.2
Structure. The Plan is divided into three components, as
follows:




	 	(a)	 	A “Participant Deferral” component pursuant to which, effective for Plan Years
commencing on and after January 1, 2006, the Corporation may make a contribution to the
Plan on behalf of a Participant in accordance with a written deferral agreement between
the Participant and the Bank.







	 	(b)	 	A “Matching Contribution” component pursuant to which, effective for Plan Years
commencing on and after January 1, 2006, Participant Deferrals can be matched by a
contribution made by the Corporation, as follows:







	 	(i)	 	A specified match equal to 50 percent of Participant Deferrals;
and







	 	(ii)	 	An additional, discretionary match in such amount as may be
determined by the Committee in its sole discretion.







	 	(c)	 	A “Supplemental Contribution” component pursuant to which, effective for Plan
years commencing on and after the Effective Date, the Corporation may make a
contribution to the Plan on behalf of a Participant in such amount as may be determined
by the Committee in its sole discretion.







	 	 	The term “contribution” is used in the Plan solely for ease of reference. “Contributions”
hereunder are merely credits to a Participant’s bookkeeping account.






Section 1.3 Administration. The Plan will be administered by the Committee.
The Committee may, from time to time, adopt any rules and procedures it deems necessary or
desirable for the proper and efficient administration of the Plan that are consistent with the
terms of the Plan. Any notice or document required to be given or filed with the Committee will be
properly given or filed if delivered to or mailed, by certified mail, return receipt requested,
postage paid, to The National Bank of Indianapolis, 107 North Pennsylvania Street, Suite 700,
Indianapolis, Indiana 46204, Attention: Compensation Committee.


 


 









 





Section 1.4 Definitions. Whenever the initial letter of a word or phrase is
capitalized herein, the following words and phrases will have the meanings stated below unless a
different meaning is plainly required by the context:




	 	(a)	 	“Bank” means The National Bank of Indianapolis, the wholly owned subsidiary of
the Corporation.







	 	(b)	 	“Base Salary” means a Participant’s annual base salary payable by the Bank in
cash for a Plan Year, unreduced by Participant Deferrals or salary reduction
contributions made on behalf of the Participant under a plan which qualifies under
Section 401(k), 132(f) and/or 125 of the Code.







	 	(c)	 	“Board” means the Board of Directors of the Corporation.







	 	(d)	 	“Bonus” means the annual bonus payable to a Participant, in the Plan Year
following the Plan Year to which the Bonus relates, under the Bank’s annual (i)
Incentive Plan, and (ii) Top Management Discretionary Bonus Plan.







	 	(e)	 	“Cause” means (i) action by a Participant involving willful misconduct or gross
negligence which is materially injurious to the Corporation, (ii) the written
requirement or direction of a federal or state regulatory agency having jurisdiction
over the Company to terminate a Participant’s employment, (iii) conviction of a
Participant of the commission of any criminal offense involving dishonesty or breach of
trust, or (iv) any intentional breach by a Participant of a material term, condition or
covenant of his severance agreement with the Corporation.







	 	(f)	 	“Change in Control of the Corporation” means:







	 	(i)	 	A Change in Control will occur on the date that any person, or
group of persons (as defined below), acquires ownership of stock of the
Corporation that, together with any stock held by the person or group,
constitutes more than 50 percent of the total fair market value or total voting
power of the issued and outstanding shares of the Corporation. However, if any
person or group is considered to own more than 50 percent of the total fair
market value or total voting power of the issued and outstanding stock of the
Corporation, the acquisition of additional stock by the same person or group
will not be considered to cause a Change in Control. An increase in the
percentage of stock owned by any person or group as a result of a transaction
in which the Corporation acquires its stock in exchange for property will be
treated as an acquisition of stock.

	 
	 	 	 	For purposes of this subsection (f), persons will not be considered to be
acting as a group solely because they purchase or own stock at the same
time. However, persons will be considered to be acting as a group if they
are owners of a corporation that enters into a merger, consolidation,
purchase or acquisition of stock or similar business transaction with the
Corporation. If a person, including an entity, owns stock in both
corporations that enter into a merger, consolidation, purchase or
acquisition of stock or similar transaction, such shareholder is considered
to be acting as a group with other shareholders in a corporation prior to
the transaction giving rise to the change and not with respect to the
ownership interest in the other corporation.





 


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	 	(ii)	 	A Change in Control will occur when: (A) any person or group
acquires, or has acquired during the 12-month period ending on the date of the
most recent acquisition by such person(s), ownership of stock of the
Corporation which possesses 50 percent or more of the total voting power of the
Corporation’s issued and outstanding stock; or (B) a majority of members of the
Board is replaced during any 12-month period by directors whose appointment or
election is not endorsed by a majority of the members of the Board prior to the
date of the appointment or election. However, if any person or group is
considered to effectively control the Corporation, the acquisition of
additional control of the Corporation by the same person(s) will not be
considered to cause a Change in Control.







	 	(iii)	 	A Change in Control will occur on the date that any person or
group acquires, or has acquired during the 12-month period ending on the date
of the most recent acquisition by such person(s), assets from the Corporation
that have a total gross fair market value equal to or more than 40 percent of
the total gross fair market value of all of the Corporation’s assets
immediately prior to such acquisition(s). For purposes of this paragraph
(iii), “gross fair market value” means the value of the assets of the
Corporation, or the value of the assets being disposed of, determined without
regard to any liabilities associated with such assets. Notwithstanding the
foregoing provisions of this paragraph (iii), there will be no Change in
Control under this paragraph (iii) in the case of a transfer to an entity that
is controlled by the shareholders of the transferring corporation immediately
after the transfer; furthermore, a transfer of assets by the Corporation is not
treated as a Change in Control if the assets are transferred to: (A) a
shareholder of the Corporation (immediately before the asset transfer) in
exchange for or with respect to his stock; (B) an entity, 50 percent or more of
the total value or voting power of which is owned, directly or indirectly, by
the Corporation; (C) a person, or group of persons, that owns, directly or
indirectly, 50 percent or more of the total value or voting power of all of the
Corporation’s issued and outstanding stock; or (D) an entity, at least 50
percent of the total value or voting power of which is owned, directly or
indirectly, by a person or group described in (C); furthermore, a transfer of
assets the proceeds of which are retained by the transferor corporation(s) to
finance continuing operations, rather than distributed to shareholders, will be
disregarded for purposes of this paragraph (iii). For purposes of this
paragraph (iii) and except as otherwise provided herein, a person’s status will
be determined
immediately after the transfer of the assets. For example, a transfer to a
corporation in which the transferor corporation has no ownership interest
before the transaction, but which is a majority-owned subsidiary of the
transferor corporation after the transaction, will not be treated as a
Change in Control.





 


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Notwithstanding the foregoing, a Change in Control of the Corporation will not
occur as a result of the issuance of stock by the Corporation in connection with any
private placement offering of its stock or any public offering of its stock.




	 	(g)	 	“Code” means the Internal Revenue Code of 1986, as amended. Reference to a
specific section of the Code or regulation thereunder will include such section,
guidance issued by the Internal Revenue Service or the Treasury Department with respect
to such section, any valid regulation promulgated under such section, and any
comparable provision of any future law, legislation or regulation amending,
supplementing or superseding such section or regulation.







	 	(h)	 	“Committee” means the Compensation Committee of the Board.







	 	(i)	 	“Corporation” means The National Bank of Indianapolis Corporation, the parent
corporation of the Bank.







	 	(j)	 	“Earnings Rate” means the monthly average constant rate of interest 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.







	 	(k)	 	“Effective Date” means January 1, 2005.







	 	(l)	 	“Matching Contributions” means amounts credited by the Corporation to a
Participant’s Matching Contribution Account in accordance with Section 3.4.







	 	(m)	 	“Matching Contribution Account” means that portion of a Participant’s
individual bookkeeping account maintained in accordance with Section 3.6. attributable
to:







	 	(i)	 	Matching Contributions allocated to such Participant pursuant
to Section 3.4; and







	 	(ii)	 	Adjustments to his Matching Contributions Account, reduced by
any distributions from such account pursuant to Article IV.







	 	(n)	 	“Participant” means a salaried executive employee of the Bank designated by the
Committee as eligible to participate in the Plan.





 


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	 	(o)	 	“Participant Deferral Account” means the portion of a Participant’s individual
bookkeeping account maintained in accordance with Section 3.6. attributable to







	 	(i)	 	Participant Deferrals allocated to such Participant pursuant to
Section 3.1; and







	 	(ii)	 	Adjustments to his Participant Deferral Account, reduced by any
distributions from such account pursuant to Article IV.







	 	(p)	 	“Participant Deferrals” means amounts credited by the Corporation to a
Participant Deferral Account, at the election of a Participant, in lieu of receiving
Base Salary and/or Bonus, pursuant to a written agreement between the Participant and
the Bank.







	 	(q)	 	“Plan” means the deferred compensation plan embodied herein, as amended from
time to time, known as The National Bank of Indianapolis Executives’ Deferred
Compensation Plan.







	 	(r)	 	“Plan Year” means the 12-month period beginning each January 1 and ending on
the following December 31.







	 	(s)	 	“Supplemental Contribution Amount” means that portion of the individual
bookkeeping account maintained in accordance with Section 3.6 attributable to







	 	(i)	 	Supplemental Contributions allocated to such Participant
pursuant to Section 3.5; and







	 	(ii)	 	The Adjustments to his Supplemental Contributions Account,
reduced by any distributions from such account pursuant to Article IV.







	 	(t)	 	“Supplemental Contributions” means amounts credited by the Corporation to a
Participant’s Supplemental Contribution Account in accordance with Section 3.5







	 	(u)	 	“Total and Permanent Disability” means the inability of a Participant to engage
in any substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months. For purposes of this subsection
(r), a Participant who, by reason of any medically determinable physical or mental
impairment that can be expected to result in death or last for a continuous period of
not less than 12 months, is receiving income replacement benefits for a period of not
less than three months under an accident and health plan sponsored by the Bank will be
deemed to be Totally and Permanently Disabled. The Committee will be the sole and
final judge of disability, as defined herein, after consideration of such evidence as
it may require, including the reports of such physician or physicians as it may
designate. Notwithstanding the foregoing, a disability will not qualify under the Plan
if it is the result, as determined by the Committee in its sole discretion, of (a) an
intentionally self-inflicted injury or an intentionally self-induced sickness, or (b)
an injury or disease contracted, suffered or incurred while participating in a criminal
offense. The determination of disability for purposes of the Plan will not be
construed to
be an admission of a disability for any other purpose.





 


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ARTICLE II

ELIGIBILITY




Section 2.1 Eligibility. Participation in the Plan is limited to members of a
select group of management or highly compensated employees of the Bank who are designated by the
Board or Committee as a “Participant.” A Participant will commence participation in the Plan as of
the date specified by the Board or Committee. A Participant may be removed as an active
Participant by the Committee effective as of any date, so that he will not be entitled to make
Participant Deferrals or receive Corporation Matching Deferrals or Supplemental Contributions on or
after that date.



Section 2.2 No Contract of Employment. Neither the Plan nor any deferral or
contribution made hereunder will constitute a contract of employment. Participation in the Plan
does not give any Participant the right to be retained in the employ of the Bank and does not limit
in any way the right of the Board or the Bank to change the duties or responsibilities of any
employee or to terminate the employment of any employee.



ARTICLE III

PARTICIPANT DEFERRALS AND CORPORATION CONTRIBUTIONS




Section 3.1 Participant Deferrals. Effective for Plan Years commencing on and
after January 1, 2006, subject to the terms and limitations of this Article III, a Participant may
elect, pursuant to Section 3.2, to have up to 50 percent of his total Base Salary and Bonus for any
Plan Year, calculated on an aggregate basis, withheld from his pay and credited to his Participant
Deferral Account as a “Participant Deferral.”



Section 3.2 Deferral Elections. Participant Deferrals will be withheld from a
Participant’s Base Salary and/or Bonus and credited to the Participant’s Deferral Account in
accordance with the following:




	 	(a)	 	Requirement for Deferral Elections. As a condition to the Bank’s
obligation to withhold and the Committee’s obligation to credit Participant Deferrals
pursuant to Sections 3.1 and 3.6, the Participant must complete and file a deferral
election form with the Committee (on a form or forms prescribed by the Committee). A
Participant can make separate elections with regard to Base Salary and Bonuses.







	 	(b)	 	Timing of Execution and Delivery of Elections. To be effective, a
Participant’s deferral election must be executed and delivered to the Committee (i) in
the case of Base Salary, not later than the December 31st prior to the first day of the
Plan Year in which the Base Salary will be paid; and (ii) in the case of a Bonus paid
under the annual Incentive or Top Management Discretionary Bonus Plan, not later than
June 30th of the Plan Year in which the services which give rise to the Bonus are
rendered.





 


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	 	(c)	 	Revocation and Modification of Deferral Elections. Once made, a
deferral election with respect to Base Salary will remain in effect with respect to
future Base Salary unless the election is revoked. To be effective, a revocation of an
election to defer Base Salary must be filed on or before the 15th day of the month
prior to the month the revocation becomes effective. Once made, a deferral election
with respect to a Bonus cannot be revoked. Likewise, a deferral election with respect
to a Bonus will only apply to such Bonus. If a Participant determines to defer all or
part of a subsequent Bonus, he must timely file a new deferral election with respect to
such Bonus.







If a deferral election is revoked, a deferral election cannot be made for the Plan
Year in which the revocation is effective but rather can only be made with respect
to a later Plan Year. Such new election must be made by the time(s) specified in
subsection 3.2(b). Once made, a deferral election cannot be modified in the current
Plan Year but rather can only be modified (and then only in the case of a deferral
election with respect to Base Salary) with respect to a later Plan Year. Such
modification must be made by the time(s) specified in subsection 3.2(b).
Revocations and modifications must be made on a form or forms prescribed by the
Committee.



Section 3.3 Participant Deferral Limits. A Participant may elect to defer, on
an aggregate basis, up to 50 percent of his Base Salary and any Bonus for a Plan Year.



Example: A Participant’s Base Salary is $200,000 and his total Bonus for a Plan Year
is $100,000. The Participant can defer up to $150,000 (50 percent of $300,000) in any combination.
Thus, the Participant could defer 50 percent of his Base Salary and 100 percent of his Bonus.



For purposes of applying the 50 percent limitation to a Bonus, the Bonus will be counted in
the Plan year to which it relates rather than the Plan Year in which it is paid.



Section 3.4 Matching Contributions. For each Plan Year commencing on and
after January 1, 2006, the Bank will and may, respectively, make a Matching Contribution on behalf
of a Participant who has made Participant Deferrals for such Plan Year, as follows:




	 	(a)	 	Specified Matching Contribution. A specified Matching Contribution
equal to 50 percent of the Participant Deferrals for the Plan Year.







	 	(b)	 	Discretionary Matching Contribution. An additional Matching
Contribution in such amount as may be determined by the Committee in its discretion.






Section 3.5 Supplemental Contributions. For each Plan Year commencing on and
after the Effective Date, the Bank may contribute on behalf of a Participant a Supplemental
Contribution in such amount as may be determined by the Committee in its discretion, on a
Participant-by-Participant basis.


 


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Section 3.6 Allocation of Deferrals and Contributions.




	 	(a)	 	Bookkeeping Account. The Committee will establish and maintain a
bookkeeping account in the name of each Participant, to which the Committee will credit
all amounts to be allocated to each Participant pursuant to this Article. Each
bookkeeping account will be comprised of whichever of the following subaccounts are
applicable: Participant Deferral Account, Matching Contributions Account and
Supplemental Contributions Account.







	 	(b)	 	Allocations to Bookkeeping Accounts. A Participant’s Deferral Account
will be credited with Participant Deferrals made under Section 3.1 as of the date on
which the Base Salary and/or Bonus to which the Participant’s deferral election relates
would have otherwise been paid to him. In addition, as of the last day of each Plan
Year, a Participant’s bookkeeping account will be credited with the Matching and/or
Supplemental Contributions for the Participant under Sections 3.5 and 3.6 for that
year.






Section 3.7 Application of Earnings and Adjustment of Earnings Rate. Each
Participant’s bookkeeping account will be credited with a hypothetical rate of return based on the
Earnings Rate. Not later than December 1st of each Plan Year, the Committee will communicate the
Earnings Rate for the following Plan Year to all Participants.




	 	(a)	 	Crediting of Earnings. As of the last day of each calendar quarter,
each Participant’s bookkeeping account will be credited with a hypothetical amount of
investment earnings for the quarter then ended based on the Earnings Rate in effect for
such period, in accordance with Section 3.6(b).







	 	(b)	 	Notification to Participants. Not later than December 1st of each Plan
Year, the Committee will notify each Participant in writing of the Earnings Rate for
the next Plan Year.






Section 3.8 Adjustments to Bookkeeping Accounts. As of the last day of each
calendar quarter (and as of any other date selected by the Committee), Participants’ bookkeeping
accounts will be adjusted as follows:




	 	(i)	 	First, by charging a Participant’s Deferral, Matching and
Supplemental Contributions Accounts, on a pro rata basis, with any payments
made to or on behalf of the Participant or his Beneficiary since the last
quarterly accounting.







	 	(ii)	 	Second, by crediting the balances in each Participant’s
accounts with an amount equal to one-fourth of the annual Earnings Rate
multiplied by the account balances determined under the previous step.







	 	(iii)	 	Third, by crediting each Participant’s Deferral Account with
any Participant Deferrals that are required to be credited to such account as
of that date in accordance with Section 3.6.





 


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	 	(iv)	 	Finally, by crediting each Participant’s Matching and
Supplemental Contributions Accounts with any Matching and/or Supplemental
Contributions that are to be credited to such account as of that date.






Section 3.9 Unsecured Contractual Rights. The Plan at all times shall be
unfunded and shall constitute a mere promise by the Corporation to make benefit payments in the
future. Notwithstanding any other provision of the Plan, neither a Participant nor his designated
beneficiary will have any preferred claim on, or any beneficial ownership interest in, any assets
of the Employer prior to the time benefits are paid as provided in Article IV, including any Base
Salary and/or Bonus deferred hereunder by the Participant. All rights created under the Plan are
mere unsecured contractual rights of the Participant.



ARTICLE IV

VESTING AND DISTRIBUTIONS




Section 4.1 Vesting. A Participant’s Deferral Account will at all times be
100 percent vested. Subject to the provisions of Section 4.5, a Participant’s Matching and/or
Supplemental Contributions Accounts will be 100 percent vested as of the earliest to occur of:




	 	(a)	 	The date the Participant attains age 62;







	 	(b)	 	The date the Participant dies;







	 	(c)	 	The date the Participant becomes Totally and Permanently Disabled; or







	 	(d)	 	The date on which there is a Change in Control.






If a Participant’s employment with the Bank ends due to any circumstances other than those
described in subsections (a) through (c) or if there has been no Change in Control at the time the
Participant’s bookkeeping account is otherwise scheduled for distribution, the vested portion of
his Matching and Supplemental Contributions Accounts will be determined under the following
schedule:



	 	 	 	 	 	 	 	 	 
	Years of Service	 	Vested Percentage	 	 	Forfeited Percentage	 
	Less than 1
	 	 	0	%	 	 	100	%
	1
	 	 	20	%	 	 	80	%
	2
	 	 	40	%	 	 	60	%
	3
	 	 	60	%	 	 	40	%
	4
	 	 	80	%	 	 	20	%
	5 or more
	 	 	100	%	 	 	0	%






For purposes of this Section, a Participant’s years of service from and after the Effective
Date will be counted; and, years of service will be calculated on the same basis as years of
service under the Savings Plan.


 


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Notwithstanding any other provision of the Plan or any written agreement between a Participant
and the Corporation or Bank, if a Participant (i) incurs a termination of service for Cause;
(ii) incurs a termination of service for a reason other than Cause but the Board thereafter
determines, in its sole discretion, that while the Participant was employed, he committed one or
more acts that would have constituted grounds for termination of service for Cause; or (iii) after
the Participant’s termination of service, he violates any provision of a non-competition,
non-disclosure or non-solicitation agreement with the Corporation or Bank, as determined by the
Board in its sole discretion, the entire unpaid balance of his bookkeeping account, if any, whether
or not vested, will be forfeited.



Section 4.2 Time of Payment of Benefits. All amounts credited to a
Participant’s bookkeeping account will be distributed to or for the benefit of the Participant or
his Beneficiary as soon as practicable following the earlier of (a) the date the Participant
terminates employment with the Bank for any reason, or (b) a Change in Control.



Section 4.3 Form of Payment of Benefits. The balance of a Participant’s
bookkeeping account will be distributed, in cash, in a single sum, based on the amount allocated to
his bookkeeping account as of the last day of the calendar quarter which coincides with or precedes
the date of distribution.




Section 4.4 Death of Participant and Beneficiary Designation.




	 	(a)	 	Form and Time of Payment. If a Participant dies prior to the time his
Plan benefit is to be distributed, that benefit will be paid to his Beneficiary in a
single sum. Such distribution will be made as soon as practicable following the
Participant’s death.







	 	(b)	 	Designation of Beneficiaries. The Participant may designate a primary
and contingent Beneficiary on forms provided for such purpose by the Committee. Such
designation may be changed at any time for any reason by the Participant. If the
Participant fails to designate a Beneficiary, or if such designation is for any reason
illegal or ineffective, or if the designated Beneficiary(ies) does not survive the
Participant, his benefits under the Plan will be paid: (i) to his surviving spouse;
(ii) if there is no surviving spouse, to the duly appointed and qualified executor or
other personal representative of the Participant to be distributed in accordance with
the Participant’s will or applicable intestacy law; or (iii) in the event that there is
no such representative duly appointed and qualified within 60 days after the date of
death of the Participant, then to such persons as, at the date of his death, who would
be entitled to share in the distribution of the Participant’s estate under the
provisions of the applicable statutes then in force governing the descent of intestate
property, in the proportions specified in such statute. The Committee may determine
the identity of the distributees, and in so doing may act and rely upon any information
it may deem reliable upon reasonable inquiry, and upon any affidavit, certificate, or
other document believed by it to be genuine, and upon any evidence believed by it to be
sufficient.





 


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Section 4.5 Repayment of Benefits. Notwithstanding any other provision of the
Plan or any written agreement between the Participant and the Corporation or Bank, if the
Participant (i) incurs a termination of service for Cause; (ii) incurs a termination of service for
reasons other than Cause but the Board later determines, in its sole discretion, that while the
Participant was employed, he committed one or more acts or omissions that would have constituted
grounds for termination of service for Cause; or (iii) after the Participant’s termination of
service, he violates any provision of a non-competition, non-disclosure or non-solicitation
agreement with the Corporation or Bank, as determined by the Board in its sole discretion, the
Participant or his Beneficiary, as the case may be, must repay to the Corporation the portion of
his benefit attributable to Matching and/or Supplemental Contributions previously paid to such
Participant or his Beneficiary. If the Board makes such determination, it will notify the
Participant, or Beneficiary, and, within 30 days of receipt of such notice, the Participant, or his
Beneficiary, will repay such benefit to the Corporation.



ARTICLE V

PLAN ADMINISTRATION




Section 5.1 Administration by the Committee. The Committee will be
responsible for administering the Plan. Except as the Board may otherwise expressly determine, the
Committee will be charged with the full power and responsibility for administering the Plan in all
its details.




Section 5.2 Powers and Responsibilities of the Committee.




	 	(a)	 	The Committee will have all powers necessary to administer the Plan, including
the power to construe and interpret the Plan documents; to decide all questions
relating to an individual’s eligibility to participate in the Plan; to require
information from a Participant or Beneficiary; to determine whether a Participant has
actually terminated employment; to determine a Participant’s bookkeeping account
balance; to determine the amount, manner and timing of any distribution of benefits
under the Plan; to resolve any claim for benefits in accordance with Section 5.3, and
to appoint or employ advisors, including legal counsel, to render advice with respect
to any of the Committee’s responsibilities under the Plan. Any construction,
interpretation, or application of the Plan by the Committee will be final, conclusive
and binding on all parties. The Committee, in its sole discretion and on such terms
and conditions as it may provide, may delegate all or any part of its authority and
powers under the Plan to one or more members of the Committee.







	 	(b)	 	The Committee may adopt any rule or rules it deems necessary, desirable, or
appropriate in the administration of the Plan. When making a determination or
calculation, the Committee will be entitled to rely upon information furnished by a
Participant or Beneficiary.





 


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	 	(c)	 	The Committee may require a Participant or Beneficiary to complete and file
with it an application for a benefit, and to furnish all pertinent information
requested by it. The Committee may rely upon all the information so furnished to it,
including the Participant’s or Beneficiary’s current mailing address.






Section 5.3 Claims Procedure. Any Participant or Beneficiary may file a
written claim for a Plan benefit with the Committee or with a person named by the Committee to
receive claims under the Plan.




	 	(a)	 	Filing a Claim. If filed, a claim for a Plan benefit must be filed
with the Committee or with a person named by the Committee to receive claims under the
Plan in writing.







	 	(b)	 	Notice of Denial of Claim. In the event of a denial or limitation of
any benefit or payment due to or requested by any Participant or Designated Beneficiary
under the Plan (“claimant”), the claimant will be given a written notification
containing specific reasons for the denial or limitation of his benefit. The written
notification will contain specific reference to the pertinent Plan provisions on which
the denial or limitation is based. In addition, it will contain a description of any
other material or information necessary for the claimant to perfect a claim, and an
explanation of why such material or information is necessary. The notification will
further provide appropriate information as to the steps to be taken if the claimant
wishes to submit his claim for review. This written notification will be given to a
claimant within 90 days after receipt of his claim by the Committee, unless special
circumstances require an extension of time for processing the claim. If such an
extension of time for processing is required, written notice of the extension will be
furnished to the claimant prior to the termination of the 90-day period, and that
notice will indicate the special circumstances which make the postponement appropriate.







	 	(c)	 	Right of Review. In the event of a denial or limitation of his
benefit, the claimant or his duly authorized representative will be permitted to review
pertinent documents and to submit to the Committee issues and comments in writing. In
addition, the claimant or his duly authorized representative may make a written request
for a full and fair review of his claim and its denial by the Committee; provided,
however, that such written request must be received by the Committee within 60 days
after receipt by the claimant of written notification of the denial or limitation of
the claim. The 60-day requirement may be waived by the Committee in appropriate cases.







	 	(d)	 	Decision on Review. A decision will be rendered by the Committee
within 60 days after the receipt of the request for review, provided that where special
circumstances require an extension of time for processing the decision, it may be
postponed on written notice to the claimant (prior to the expiration of the initial
60-day period) for an additional 60 days after the receipt of such request for review.
Any decision by the Committee will be furnished to the claimant in
writing and will set forth the specific reasons for the decision and the specific
Plan provisions on which the decision is based.





 


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	 	(e)	 	Court Action. No Participant or Designated Beneficiary will have the
right to seek judicial review of a denial of benefits, or to bring any action in any
court to enforce a claim for benefits prior to filing a claim for benefits or
exhausting his rights to review under this Section.






Section 5.4 Income and Employment Tax Withholding. The Bank will be
responsible for withholding of all applicable federal, state, city and local taxes, and the
Participant or Beneficiary agrees to the withholdings from the distribution of his benefit under
the Plan by accepting a benefit under the Plan.



ARTICLE VI

AMENDMENT AND TERMINATION




Section 6.1 Amendment of the Plan. The Board may amend the Plan at any time
in whole or in part in its sole discretion; provided, however, that no amendment can be adopted
that would (i) cause a Participant’s Plan benefit to be taxable prior to the date of its
distribution or otherwise violate any provision of Code Section 409A, or (ii) reduce or take away a
benefit from a Participant that the Participant had accrued under the Plan prior to the effective
date of the amendment. Provided, further, no amendment can be effective on a retroactive basis,
unless such amendment is determined by the Committee in its sole discretion to be required to
maintain the Plan’s status as an unfunded, unsecured deferred compensation plan which complies with
the applicable requirements of Code Section 409A.



Section 6.2 Termination of the Plan. The Board may terminate the Plan at any
time or, on a prospective basis, reduce or cease benefit accruals at any time in its sole
discretion, but may not reduce or take away a benefit from a Participant that the Participant had
accrued under the Plan prior to the termination.



ARTICLE VII

MISCELLANEOUS




Section 7.1 Gender and Number. Except where otherwise indicated by the
context, any masculine term used herein also includes the feminine, the plural includes the
singular, and the singular includes the plural.



Section 7.2 Severability. In the event any provision of the Plan is held
illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts
of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provision had
never been included herein.



Section 7.3 Governing Law. Except to the extent preempted by federal law, the
Plan and all other documents executed in connection therewith will be construed in accordance with
and governed by the laws of the State of Indiana without giving effect to any choice or conflict of
law provisions, principles or rules (whether of the State of Indiana or any other jurisdiction)
that would cause the application of any laws of any jurisdiction other than the State of
Indiana. The Plan and all Award Agreements are intended to comply, and will be construed by the
Board and Committee in a manner which complies, with the applicable provisions of Code Section
409A. To the extent there is any conflict between a provision of the Plan or a deferral election
and a provision of Code Section 409A, the applicable provision of Code Section 409A will control.


 


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Section 7.4 Headings. The descriptive headings and sections of the Plan are
provided herein for convenience of reference only and will not serve as a basis for interpretation
or construction of the Plan.



Section 7.5 Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person relying thereon considers
pertinent and reliable, and signed, made or presented by the proper party or parties.



Section 7.6 No Effect on Employment or Service. Neither the Plan nor being
designated as a Participant will confer upon any Participant any right to continued employment by
the Corporation or Bank, or will interfere with or limit in any way the right of the Corporation or
Bank to terminate any employee’s employment or service at any time, with or without Cause.
Employment with the Corporation or Bank is on an at-will basis only, unless otherwise provided by a
written employment or severance agreement, if any, between the employee and the Corporation or
Bank. If there is any conflict between the provisions of the Plan and an employment or severance
agreement between an employee and the Corporation or Bank, the provisions of the Plan will control.



Section 7.7 Participation. No executive officer or other employee of the Bank
will have the right to be selected to participate in the Plan or, having been selected, to remain a
Participant. Participation in the Plan will not give any Participant any right or claim to any
benefit under the Plan, unless such right or claim has specifically accrued under the terms of the
Plan.



Section 7.8 Liability and Indemnification. No member of the Board, the
Committee or any officer or employee of the Corporation or Bank will be personally liable for any
action, failure to act, decision or determination made in good faith in connection with the Plan.
By participating in the Plan, each Participant agrees to release and hold harmless the Corporation
and Bank (and their directors, officers and employees) and the Committee from and against any tax
liability, including, but not limited to, interest and penalties, incurred by the Participant in
connection with his participation in the Plan. Each person who is or was a member of the
Committee, or of the Board, will be indemnified and held harmless by the Corporation against and
from (a) any loss, cost, liability or expense (including, but not limited to, attorneys’ fees) that
may be imposed upon or reasonably incurred by him in connection with or resulting from any claim,
action, suit or proceeding to which he may be a party or in which he may be involved by reason of
any action taken or failure to act under the Plan; and (b) any and all amounts paid by him in
settlement thereof, with the Corporation’s prior written approval, or paid by him in satisfaction
of any judgment in any such claim, action, suit or proceeding against him; provided, however, that
he will give the Corporation an opportunity, at the Corporation’s expense, to
handle and defend such claim, action, suit or proceeding before he undertakes to handle and
defend the same on his own behalf. The foregoing right of indemnification is exclusive of any
other rights of indemnification to which such persons may be entitled under the Corporation’s
Articles of Incorporation or By-Laws, by contract, as a matter of law or otherwise, or under any
power that the Corporation may have to indemnify them or hold them harmless.


 


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The Corporation will not recommend, facilitate or agree or consent to a transaction or series
of transactions which would result in a Change in Control of the Corporation unless and until the
person or persons or entity or entities acquiring control of the Corporation as a result of such
Change in Control agree(s) to be bound by the terms of the Plan insofar as it pertains to deferrals
theretofore made and agrees to assume and perform the obligations of the Corporation and its
successor hereunder.



Section 7.9 Nontransferability. No Plan benefit can be sold, transferred,
assigned, margined, encumbered, bequeathed, gifted, alienated, hypothecated, pledged or otherwise
disposed of, whether by operation of law, whether voluntarily or involuntarily or otherwise, other
than by will or by the laws of descent and distribution. In addition, no Plan benefit will be
subject to execution, attachment or similar process. Any attempted or purported transfer of a Plan
benefit in contravention of the Plan will be null and void ab initio and of no force or effect
whatsoever.



Section 7.10 Funding. Benefits payable under the Plan to any person will be
paid by the Corporation and/or Bank from their general assets. Neither the Corporation nor the
Bank will be required to segregate on its books or otherwise establish any funding procedure for
any amount to be used for the payment of benefits under the Plan. The Corporation or Bank may,
however, in their sole discretion, set funds aside in investments to meet any anticipated
obligations under the Plan. Any such action or set-aside will not be deemed to create a trust of
any kind between the Corporation or Bank and any Participant or other person entitled to benefits
under the Plan or to constitute the funding of any Plan benefits. Consequently, any person
entitled to a payment under the Plan will have no rights greater than the rights of any other
unsecured general creditor of the Corporation or Bank.



Section 7.11 Incapacity of Participant or Beneficiary. If any person entitled
to receive a distribution under the Plan is physically or mentally incapable of personally
receiving and giving a valid receipt for any payment due (unless a prior claim for the distribution
has been made by a duly qualified guardian or other legal representative), then, unless and until a
claim for the distribution has been made by a duly appointed guardian or other legal representative
of that person, the Committee may provide for the distribution or any part thereof to be made to
any other person or institution then contributing toward or providing for the care and maintenance
of the claimant. Any payment made for the benefit of the person under this Section will be a
payment for the account of that person and a complete discharge of any liability of the
Corporation, the Bank and the Plan.


 


15









 





Section 7.12 Corporate Successors. The Plan will not be terminated by a
transfer or sale of assets of the Corporation or Bank or by the merger or consolidation of the
Corporation or Bank into or with any other corporation or other entity (a “Transaction”), but will
be binding after the Transaction upon the transferee, purchaser or successor entity.



Section 7.13 Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person relying on the evidence
considers pertinent and reliable, and signed, made or presented by the proper party or parties.



Section 7.14 Action by the Corporation. Any action required of or permitted
by the Corporation under the Plan will be by resolution of the Board, or by a person or persons
authorized by resolution of the Board.



Section 7.15 Information to be Furnished by Participants. Participants and
Beneficiaries must furnish the Committee with any and all documents, evidence, data or other
information the Committee considers necessary or desirable for the purpose of administering the
Plan. Benefit payments under the Plan are conditioned on the Participant or Beneficiary furnishing
full, true and complete data, evidence or other information to the Committee, and on the prompt
execution of any document reasonably related to the administration of the Plan requested by the
Committee.




 


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