EXHIBIT 10.08
                                                                   -------------












                  THE NATIONAL BANK OF INDIANAPOLIS CORPORATION
                     EXECUTIVES' DEFERRED COMPENSATION PLAN



                         EFFECTIVE DATE: JANUARY 1, 2005




<PAGE>

                                   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

<PAGE>

                                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


                                       i
<PAGE>

         Section 6.2   Termination of the Plan................................13


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














                                       ii
<PAGE>

                                   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.


<PAGE>

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

                                       2
<PAGE>

                           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.

                  (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

                                       3
<PAGE>

                           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.

                           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.

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

                                       4
<PAGE>

                  (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

                                       5
<PAGE>

                  of a disability for any other purpose.


                                   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.

                                       6
<PAGE>

         (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.

                                       7
<PAGE>

         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.

                                       8
<PAGE>

                  (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.


                                       9
<PAGE>

         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.

                                       10
<PAGE>

         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.

                                       11
<PAGE>

         (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

                                       12
<PAGE>

                  writing and will set forth the specific reasons for the
                  decision and the specific Plan provisions on which the
                  decision is based.

         (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

                                       13
<PAGE>

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.

         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

                                       14
<PAGE>

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.

         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
<PAGE>

         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.












                                       16