EXHIBIT 10.2

HEARTLAND BANCSHARES, INC.
1997 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
(as amended January 1999 and January 2003 by resolutions of the Board of
Directors that appear at the end of this Exhibit 10.2)


SECTION 1. PURPOSE

     The purpose of this Heartland  Bancshares,  Inc. 1997 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 40,000.  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 a committee  appointed by the Board of
Directors  (the  "Committee"),  consisting of two or more members,  each of whom
shall qualify at all times as a  "Non-Employee  Director"  within the meaning of
Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, or
any successor rule ("Rule  16b-3").  The amount,  nature,  and timing of Options
shall  be  automatic,  as  described  in  Section  5,  and  not  subject  to the
determination of the Committee.  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 Board of Directors,  the affected Nonemployee Directors,  and
their respective successors in interest.


SECTION 4.  ELIGIBILITY

     Each Nonemployee  Director is eligible to participate in this Plan. Options
shall be automatically granted to Nonemployee Directors as provided for herein.

SECTION 5.  GRANT AND EXERCISE OF OPTION

     (a) Automatic  Option Grants.  Effective as of the close of business on the
     day immediately  preceding the date of the final Prospectus for the initial
     public offering of Common Stock, each Nonemployee Director shall be granted
     one Option to purchase  4,000 shares of Common Stock at the price of $10.00
     per  share,  which the Board  has  determined  to be not less than the fair
     market  value as of the date of the  adoption  of this  Plan and  which the
     Board has determined will, by definition,  be not less than the fair market
     value  as of the  effective  date  of  grant  of the  Options.  Nonemployee
     Directors who are  appointed or elected  after the date of the  Prospectus,
     shall receive an Option for a lesser number of shares,  the number of which
     will depend on which annual meeting is the first annual  meeting  occurring
     concurrently with, or after, he or she becomes a Nonemployee  Director,  as
     set forth in the table below:

                                 The Nonemployee Director's
     If the Nonemployee Director's                      Option will be for the
     First Annual Meeting is the:                    Following Number of Shares:
     ----------------------------                    ---------------------------

          1998 Annual Meeting                                    3,000
          1999 Annual Meeting                                    2,000
          2000 Annual Meeting                                    1,000

     (b) Schedule  Under Which  Options  Become Fully  Exercisable.  Each Option
     granted under the Plan shall be immediately exercisable for 1,000 shares of
     Common Stock.  Each Option will become  exercisable for an additional 1,000
     shares of Common Stock as of the date of each  successive  Annual  Meeting,
     until it is exercisable in full.

     (c)  Option  Price.  The  Option  price  of  each  share  of  Common  Stock
     purchasable under an Option shall be the Fair Market Value per Share on the
     date of grant.  "Fair Market  Value per Share" on a  particular  date shall
     mean (i) if the  common  stock is quoted  on the OTC  Bulletin  Board  (the
     "Bulletin  Board"),  the mean  between the  closing  high bid and low asked
     quotations  for such day (or,  in the event that the  common  stock was not
     quoted on such day,  the most recent  preceding  business  day on which the
     common stock was quoted) of the common stock on the Bulletin Board, (ii) if
     the common stock is quoted on The Nasdaq Stock Market ("Nasdaq"),  the mean
     between the closing high bid and low asked  quotations  for such day of the
     common  stock  on  Nasdaq,  or  (iii)  if  neither  clause  (i) nor (ii) is
     applicable,  a value determined by any fair and reasonable means prescribed
     by the Committee.

     (d)  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.

     (e)  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.

     (f)  Expiration of Options.  The  unexercised  portion of each Option shall
     automatically  and  without  notice  expire and become null and void at the
     time of the earliest to occur of the following:

          (i)  the expiration of ten years from the date the Option
          was granted;

          (ii) the expiration of three months after the person granted an Option
          under this Plan (an "Optionee")  ceases to be a Nonemployee  Director,
          other than by reason of  permanent  disability  (as defined in Section
          22(e)(3)  of the  Internal  Revenue  Code of  1986,  as  amended  (the
          "Internal Revenue Code")), death, or for cause;

          (iii) the  expiration  of one year  following  the death or  permanent
          disability  (as defined in Section  22(e)(3) of the  Internal  Revenue
          Code) of the Optionee; or

          (iv)  the  termination  of the  Optionee's  service  as a  Nonemployee
          Director, if such termination is for cause (the Committee or the Board
          of Directors shall have the right to determine what constitutes cause,
          and  such  determination  shall  be  conclusive  and  binding  for all
          purposes).

     (g) 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
and Rule 16b-3 (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.



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 OF SHARES AND IN OPTION PRICE

     In the event  there is any change in the  number of shares of 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 such  adjustment,
if any,  as it may deem  appropriate  in the  number of  shares of Common  Stock
available for Options as well as the number of shares of Common Stock subject to
any outstanding  Options,  the option price thereof and any other terms it deems
appropriate.  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 (i) cause this
Plan not to satisfy all applicable  requirements  of Rule 16b-3,  or (ii) 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.

                 TEXT OF RESOLUTION OF THE BOARD OF DIRECTORS
                       ADOPTED EFFECTIVE JANUARY 18, 1999

      FURTHER RESOLVED,  that the Heartland  Bancshares,  Inc. 1997 Stock Option
Plan for Nonemployee  Directors (the "Nonemployee Director Plan") be, and hereby
is, amended as follows: (a) to increase the aggregate number of shares of Common
Stock  of the  Corporation  that  may  be  granted  pursuant  to  Section  2 the
Nonemployee Director Plan from 40,000 to 95,000 shares (subject to adjustment as
provided by Section 2 of the Nonemployee  Director Plan), and (b) to provide for
the  automatic  grant,  effective  as of the  date  hereof,  of an  option  (the
"Option") to purchase  3,000 shares to each of the following  Directors upon the
following terms:

      Optionees:  Sharon Acton, Gordon Dunn, Mike Jarvis, Robert Richardson,
                  Pat Sherman, John Norton and Jim Stewart;

Exercise Price:   $10.00 per share (which the Board has determined to be not
                  less than the fair market value of one share of Common
                  Stock as of the date hereof);

 Vesting:         Each Option shall be immediately  exercisable for 1,000 shares
                  of Common Stock and will become  exercisable for an additional
                  1,000  shares  of Common  Stock as of the date of each  Annual
                  Meeting of Shareholders  subsequent to the 1999 Annual Meeting
                  of Shareholders, until exercisable in full.


                 TEXT OF RESOLUTION OF THE BOARD OF DIRECTORS
                       ADOPTED EFFECTIVE JANUARY 24, 2003

            FURTHER  RESOLVED,  that the Board of  Directors  hereby  amends the
      Heartland  Bancshares,   Inc.  1997  Stock  Option  Plan  for  Nonemployee
      Directors,  as amended (as amended,  the "1997 Plan"),  in order to remove
      certain  provisions  of Section 5(f) which  specified  that options  shall
      become  null and void under  certain  circumstance,  and  Section  5(f) is
      hereby  amended and restated,  effective on and after the date hereof,  as
      follows:

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

            FURTHER RESOLVED,  that Sections 6 and 9 of the 1997 Plan are hereby
      amended  and  restated  in their  entirety  such  that the  provisions  of
      Sections  6 and 9  shall  read  exactly  the  same  as  Sections  6 and 9,
      respectively, of the 2003 Plan, effective on and after the date hereof.

            FURTHER   RESOLVED,   that  the  officers  of  the  Corporation  are
      authorized and directed to execute and deliver to optionees under the 1997
      Plan any  amendments  that may be  necessary  or  desirable to conform all
      option  agreements that were  previously  executed and delivered under the
      1997 Plan (not including  those of Mr.  Stewart,  which option  agreements
      terminated in accordance with their terms when Mr. Stewart's  service as a
      director  terminated)  in order to remove any statement or inference  that
      the  provisions of Section 5(f), 6 and 9 of the 1997 Plan, as they existed
      prior to the  adoption  of these  resolutions,  continue  to apply to such
      option  agreements,  and all such option agreements shall continue in full
      force and effect in  accordance  with Section 5(f), 6 and 9, as amended on
      the date hereof,  even if amendments to the individual  option  agreements
      are not so executed and  delivered  between the Company and the  optionees
      thereunder.