Exhibit 10.5 2003 Stock Option Plan for Nonemployee Directors.


                           HEARTLAND BANCSHARES, INC.

                2003 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS

SECTION 1.  PURPOSE

      The purpose of this Heartland Bancshares,  Inc. 2003 Stock Option Plan for
Nonemployee  Directors ("Plan") is to increase the proprietary interest of those
members of the Board of Directors  who are not employees of the  Corporation  or
its affiliates ("Nonemployee Directors") in the success of Heartland Bancshares,
Inc. (the "Corporation") and to enhance the Corporation's  ability to retain and
attract experienced and knowledgeable directors.

SECTION 2.  STOCK SUBJECT TO THIS PLAN

      The Stock to be issued  under this Plan shall be shares of common stock of
the Corporation (the "Common  Stock").  The Common Stock shall be made available
from  authorized  but unissued  shares  (including  shares  acquired in the open
market).  The total  number of shares of Common  Stock that may be issued  under
this Plan pursuant to Options granted hereunder shall be 50,000.  Such number of
shares  shall be subject to  adjustment  in  accordance  with  Section 9 hereof.
Common Stock subject to any unexercised  portion of an Option which expires,  is
cancelled, or is terminated for any reason, may again be subject to the grant of
Options under this Plan.

SECTION 3.  ADMINISTRATION

      This Plan shall be administered by the entire Board of Directors acting as
the  stock  option  committee  hereunder  (the  "Committee).  Only the  Board of
Directors may grant Options under the Plan.  The Committee  may,  subject to the
provisions  of this  Plan,  establish  such  rules and  regulations  as it deems
necessary or advisable for the proper  administration of this Plan, and may make
determinations  and may take such other action in connection with or in relation
to this Plan as it deems  necessary or advisable.  Each  determination  or other
action  made  or  taken  by the  Committee  pursuant  to  this  Plan,  including
interpretations of this Plan, shall be final and conclusive for all purposes and
upon all persons,  including,  but without  limitation,  the Corporation and its
subsidiaries,   the  affected  Nonemployee   Directors,   and  their  respective
successors in interest.

SECTION 4.  ELIGIBILITY

      Each Nonemployee Director is eligible to participate in this Plan.

SECTION 5.  GRANT AND EXERCISE OF OPTION

     A. Option  Grants.  Options to purchase  Common Stock may be granted by the
     Board of Directors  hereunder at a per share exercise price which the Board
     of Directors  has  determined  to be not less than the fair market value of
     the Common Stock as of the date of date of grant of the Options.

     B. Options Fully  Exercisable.  Each Option granted under the Plan shall be
     immediately  exercisable  in full  unless  the  Board  of  Directors  shall
     otherwise specify at the time of grant.

     C. Option Agreement. Each Option granted under this Plan shall be evidenced
     by a  stock  option  agreement  ("Stock  Option  Agreement")  that  is duly
     executed on behalf of the Corporation  and by the  Nonemployee  Director to
     whom the Option is granted. Each Stock Option Agreement shall be subject to
     the terms and  conditions of this Plan and in such form,  not  inconsistent
     with this Plan, as the Board of Directors or the Committee  shall from time
     to  time  approve.  Appropriate  officers  of the  Corporation  are  hereby
     authorized to execute and deliver Stock Option  Agreements on behalf of the
     Corporation.

     D.  Manner  of  Exercise.  Any  Option  (subject  to  Section  5(B)) may be
     exercised from time to time, in whole, or in part, by giving written notice
     to the Corporation, signed by the person exercising the Option, stating the
     number of shares of Common  Stock with respect to which the Option is being
     exercised,  accompanied by payment of the full consideration for the shares
     as to which the Option is being  exercised,  in one or a combination of the
     following  alternative  forms:  (i) cash,  or (ii)  shares of Common  Stock
     already  owned by the  person  exercising  the  Option,  valued at the Fair
     Market Value per Share of Common Stock on the date of exercise.

     E.  Expiration  of Options.  The  unexercised  portion of each Option shall
     automatically  and  without  notice  expire and become null and void at the
     time of expiration of ten years from the date the Option was
            granted.

     F. Options are Nonqualified. Each Option granted under this Plan shall be a
     nonqualified  stock  option  which does not qualify as an  incentive  stock
     option within the meaning of Section 422 of the Internal Revenue Code.

SECTION 6.  TRANSFERABILITY OF OPTIONS

      No Option  granted  under the Plan shall be  transferable  by the optionee
unless the Committee, in its sole discretion,  authorizes such transfer and such
transfer is permitted by, or is not in violation of, the  provisions of the Code
(to the extent that such are applicable to the Option).  Except as  specifically
authorized  by  the  Committee,  an  Option  shall  be  exercisable  during  the
optionee's lifetime only by the optionee or, in the case of the optionee's legal
disability, by the optionee's guardian or legal representative. Upon death of an
optionee,  an Option shall be exercisable by the appropriate  representative  of
the optionee's estate or, following distribution of the Option by the estate, by
the  distributees  of the  estate and their  respective  heirs,  successors  and
assigns.

SECTION 7.  NO RIGHT TO CONTINUE AS DIRECTOR

      Neither  this Plan nor the  granting  of an Option,  nor any other  action
taken pursuant to this Plan shall  constitute or be evidence of any agreement or
understanding, express or implied, that the Board of Directors will nominate any
director for re election, or that the Corporation will retain a director for any
period of time, or at any particular rate of compensation.

SECTION 8.  RIGHTS AS A SHAREHOLDER

      An Optionee or a transferee of an Option  pursuant shall have no rights as
a Shareholder  with respect to any Common Stock that is the subject of either an
unexercised or exercised Option until the Optionee or such transferee shall have
become the holder of record of such Common Stock,  and no  adjustments  shall be
made for dividends in cash or other property or other distributions or rights in
respect of such  Common  Stock for which the record date is prior to the date on
which the  Optionee or such  transferee  shall have in fact become the holder of
record of the Common Stock acquired pursuant to the Option.

SECTION 9.  ADJUSTMENT IN THE NUMBER OR TYPE OF SECURITIES AND IN OPTION PRICE

      In the event  there is any change in the number of shares of Common  Stock
(or the  type of  securities  that  represent  the  Common  Stock)  through  the
declaration of stock  dividends or stock splits or through  recapitalization  or
merger or consolidation or combination of shares or otherwise,  the Committee or
the Board of Directors shall make appropriate adjustment in the number of shares
of Common Stock  available for Options (or the type of securities that represent
the Common Stock) as well as the number of shares of Common Stock subject to any
outstanding Options (or the type of securities that represent the Common Stock),
the option price thereof and other terms.  Any such  adjustment  may provide for
the elimination of any fractional shares which might otherwise become subject to
any Option without payment therefor.  The grant of Options under this Plan shall
not affect the right of the  Corporation  to adjust,  reclassify,  reorganize or
otherwise  change its capital or business  structure  or to merge,  consolidate,
dissolve,  liquidate  or sell or  transfer  all or any part of its  business  or
assets.

SECTION 10. USE OF PROCEEDS

      The cash proceeds  received by the Corporation from the issuance of shares
pursuant  to  Options  under  this  Plan  shall  be used for  general  corporate
purposes.

SECTION 11. TAX WITHHOLDING

      The delivery of any shares of Common Stock under the Plan shall be for the
account of the Company and any such delivery or  distribution  shall not be made
until the recipient shall have made satisfactory arrangements for the payment of
any applicable withholding taxes.

SECTION 12. EFFECTIVE DATE AND TERM OF THIS PLAN

A.          This Plan shall  become  effective  on the date of  adoption  by the
            Board of Directors (the "Effective Date").

B.          Unless  previously  terminated in accordance with Section 13 of this
            Plan, this Plan shall terminate at the close of business on the date
            that is five years  subsequent  to the date of the  Effective  Date,
            after  which no  Options  shall be granted  under  this  Plan.  Such
            termination  shall not  affect  any  Options  granted  prior to such
            termination.

SECTION 13. AMENDMENT, SUSPENSION OR TERMINATION OF THIS PLAN

      The Board of Directors  may, from time to time,  terminate or suspend this
Plan, in whole or in part,  or amend this Plan from time to time,  including the
adoption of  amendments  deemed  necessary  or  desirable to qualify the Options
under  rules  and  regulations   promulgated  by  the  Securities  and  Exchange
Commission  with  respect to  directors  who are  subject to the  provisions  of
Section 16 of the Securities Exchange Act of 1934 (the "Act"), or to correct any
defect or supply any omission or reconcile any  inconsistency in this Plan or in
any Option granted  hereunder,  without the approval of the  Shareholders of the
Corporation;  except that no such  action may be taken  which  would  impair the
rights of any  Optionee  under any  Option  previously  granted  under this Plan
without the Optionee's consent.

SECTION 14. LIMITATION ON ISSUE OR TRANSFER OF SHARES

      Notwithstanding  any  provisions  of this Plan or the terms of any Option,
the  Corporation  shall not be required  to issue any shares of Common  Stock or
transfer on its books and  records  any shares of Common  Stock if such issue or
transfer  would,  in the  judgment  of  the  Committee  or of  counsel  for  the
Corporation, constitute a violation of any state or Federal law, or of the rules
or regulations of any governmental  regulatory body, or any securities  exchange
or automated dealer quotation system. An Optionee desiring to exercise an Option
may be required by the Corporation,  as a condition of the  effectiveness of any
exercise of an Option,  to agree in writing that all  securities  to be acquired
pursuant to such exercise shall be held for his or her account without a view to
any further  distribution  thereof,  that the certificates for such shares shall
bear an  appropriate  legend to that  effect,  and that such  shares will not be
transferred  or disposed of except in  compliance  with  applicable  federal and
state securities laws.

SECTION 15. EFFECT OF CORPORATE REORGANIZATIONS

      Upon  the  dissolution  or  liquidation  of  the  Corporation,  or  upon a
reorganization,  merger or consolidation of the Corporation as a result of which
the  outstanding  securities of the class then subject to Options  hereunder are
changed  into  or  exchanged  for  cash or  property  or  securities  not of the
Corporation's  issue,  or upon a sale of  substantially  all the property of the
Corporation to another  corporation or person, the Plan shall terminate,  unless
provision shall be made in writing in connection  with such  transaction for the
continuance  of the  Plan  and/or  for the  assumption  of  Options  theretofore
granted, or the substitution for such Options of options covering the stock of a
successor  employer  corporation,  or a parent  or a  subsidiary  thereof,  with
appropriate adjustments as to the number and kind of shares and prices, in which
event the Plan and Options  theretofore granted shall continue in the manner and
under the terms so provided. If the Plan and unexercised Options shall terminate
pursuant  to the  foregoing  sentence,  all persons  entitled  to  exercise  any
unexercised  portions of Options then outstanding  shall have the right, at such
time prior to the  consummation of the transaction  causing such  termination as
the Corporation shall designate,  to exercise the unexercised  portions of their
Options,  including the portions  thereof which would,  but for this Section 15,
not yet be exercisable.

SECTION 16. NO SEGREGATION OF CASH OR SHARES

      The  Corporation  shall not be required to segregate  any shares of Common
Stock  that may at any  time be  represented  by  Options,  and the  Plan  shall
constitute an "unfunded" plan of the Corporation.  No employee shall have rights
with respect to shares of Common Stock prior to the delivery of such shares. The
Corporation  shall not, by any provisions of the Plan, be deemed to be a trustee
of any Common Stock or any other property and the liabilities of the Corporation
to any employee pursuant to the Plan shall be those of a debtor pursuant to such
contract  obligations  as are created by or pursuant to the Plan, and the rights
of any employee,  former employee or beneficiary under the Plan shall be limited
to those of a general creditor of the Corporation.

SECTION 17. DELIVERY OF SHARES

      No shares shall be  delivered  pursuant to any exercise of an Option under
the Plan unless the  requirements  of such laws and regulations as may be deemed
by the Committee to be applicable  thereto are satisfied.  All  certificates for
shares of Common Stock  delivered  under the Plan shall be subject to such stock
transfer orders and other restrictions as the Committee may deem advisable under
the rules,  regulations,  and other  requirements of the Securities and Exchange
Commission,  any stock exchange upon which the Common Stock is then listed,  and
any applicable  Federal or state  securities  law, and the committee may cause a
legend  or  legends  to be put on any  such  certificates  to  make  appropriate
reference to such restrictions.

SECTION 18. GOVERNING LAW

      This Plan and all  determinations  made and actions taken pursuant thereto
shall  be  governed  by the  laws of the  State  of  Indiana  and  construed  in
accordance therewith.

SECTION 19. SEVERABILITY

      If any  provision  of the Plan,  or any term or  condition  of any  Option
granted thereunder,  is invalid, such provision,  term, condition or application
shall to that extent be void (or, in the  discretion  of the Board of Directors,
such provision,  term or condition may be amended so as to avoid such invalidity
or  failure),  and shall not affect other  provisions,  terms or  conditions  or
applications  thereof, and to this extent such provisions,  terms and conditions
are severable.