U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-K

(Mark One)
  X     Annual report under section 13 or 15(d) of the Securities Exchange
-----   Act of 1934 [Fee Required] for the fiscal year ended 12/31/01

        Transition report under section 13 or 15(d) of the Securities Exchange
-----   Act of 1934 [No Fee Required] for the transition period from
        ______________ to _______________

Commission file number 000-21671
                       ---------

                  The National Bank of Indianapolis Corporation
                  ---------------------------------------------
             (Exact name of registrant as specified in its charter)

          Indiana                                     35-1887991
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(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)

107 North Pennsylvania Street, Suite 700, Indianapolis, IN          46204
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          (Address of principal executive offices)                (Zip Code)

Issuer's telephone number (317) 261-9000
                           -------------

Securities to be registered under Section 12(b) of the Act:
Title of each class                   Name of each exchange on which registered
       None
-------------------                   -----------------------------------------

Securities to be registered under Section 12(g) of the Act:
                                  Common Stock
--------------------------------------------------------------------------------
                                (Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes  X   No
    ---     ---
Check if no disclosure of delinquent filers in response to Item 405 of
Regulation S-K is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy of
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X]

State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days. (See definition of affiliate in Rule 12b-2 of the Exchange Act).

                                  $39,241,059
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Note.--If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate market
value of the common equity held by non-affiliates on the basis of reasonable
assumptions, if the assumptions are stated.

(Applicable only to corporate registrants) State the number of shares
outstanding of each of the issuer's classes of common equity, as of the latest
practicable date.       2,350,319 @ 2/28/02
                        -------------------

Documents incorporated by reference. None
                                     ----

Transitional Small Business Disclosure Format (Check one):  Yes      No  X
                                                                ---     ---

<PAGE>

Form 10-K Cross Reference Index


Item         Disclosure Required                                           Page
----         -------------------                                           ----

             Cautionary Statement Regarding Forward-Looking Information      3

PART I

Item 1.      Business                                                        4

Item 2.      Property                                                       11

Item 3.      Legal Proceedings                                              11

Item 4.      Submission of Matters to a Vote of Security Holders            11

PART II

Item 5.      Market for Registrant's Common Equity and Related Stockholder  12
             Matters

Item 6.      Selected Financial Data                                        13

Item 7.      Management's Discussion and Analysis of Financial Condition    14
             And Results of Operations

Item 7A.     Quantitative and Qualitative Disclosures about Market Risk     30

Item 8.      Financial Statements and Supplementary Data                    32

Item 9.      Changes In and Disagreements With Accountants on Accounting    52
             and Financial Disclosure

PART III

Item 10.     Directors and Executive Officers of the Registrant             52

Item 11.     Executive Compensation                                         55

Item 12.     Security Ownership and Certain Beneficial Owners and           62
             Management

Item 13.     Certain Relationships and Related Transactions                 63


Part IV

Item 14.     Exhibits, Financial Statement Schedules, and Reports on        64
             Form 8-K

                                       2
<PAGE>

         CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

         This discussion contains certain forward-looking statements that are
subject to risks and uncertainties and includes information about possible or
assumed future results of operations. Many possible events or factors could
affect our future financial results and performance. This could cause results or
performance to differ materially from those expressed in our forward-looking
statements. Words such as "expects," "anticipates," "believes," "estimates,"
variations of such words and other similar expressions are intended to identify
such forward-looking statements. These statements are not guarantees of future
performance and involve certain risks, uncertainties and assumptions which are
difficult to predict. Therefore, actual outcomes and results may differ
materially from what is expressed or forecasted in, or implied by, such
forward-looking statements. Readers should not rely solely on the
forward-looking statements and should consider all uncertainties and risks
discussed throughout this discussion. These statements are representative only
on the date hereof.

         The possible events or factors include the following: our loan growth
is dependent on economic conditions, as well as various discretionary factors,
such as decisions to sell or purchase certain loans or loan portfolios;
syndications or participations of loans; retention of residential mortgage
loans; and the management of borrower, industry, product and geographic
concentrations and the mix of the loan portfolio. The rate of charge-offs and
provision expense can be affected by local, regional and international economic
and market conditions, concentrations of borrowers, industries, products and
geographic locations, the mix of the loan portfolio and management's judgments
regarding the collectibility of loans. Liquidity requirements may change as a
result of fluctuations in assets and liabilities and off-balance sheet
exposures, which will impact our capital and debt financing needs and the mix of
funding sources. Decisions to purchase, hold or sell securities are also
dependent on liquidity requirements and market volatility, as well as on- and
off-balance sheet positions. Factors that may impact interest rate risk include
local, regional and international economic conditions, levels, mix, maturities,
yields or rates of assets and liabilities, utilization and effectiveness of
interest rate contracts and the wholesale and retail funding sources of the
Bank. We are also exposed to the potential of losses arising from adverse
changes in market rates and prices which can adversely impact the value of
financial products, including securities, loans, deposits, debt and derivative
financial instruments, such as futures, forwards, swaps, options and other
financial instruments with similar characteristics.

         In addition, the banking industry in general is subject to various
monetary and fiscal policies and regulations, which include those determined by
the Federal Reserve Board, the OCC, the FDIC, state regulators and the Office of
Thrift Supervision, whose policies and regulations could affect our results.
Other factors that may cause actual results to differ from the forward-looking
statements include the following: competition with other local, regional and
international banks, thrifts, credit unions and other nonbank financial
institutions, such as investment banking firms, investment advisory firms,
brokerage firms, investment companies and insurance companies, as well as other
entities which offer financial services, located both within and outside the
United States and through alternative delivery channels such as the World Wide
Web; interest rate, market and monetary fluctuations; inflation; market
volatility; general economic conditions and economic conditions in the
geographic regions and industries in which we operate; introduction and
acceptance of new banking-related products, services and enhancements; fee
pricing strategies, mergers and acquisitions and our ability to manage these and
other risks.

                                       3
<PAGE>

PART I

Item 1.  Business
-----------------

         The Corporation. The National Bank of Indianapolis Corporation (the
"Corporation") was formed on January 29, 1993, for the purpose of forming a
banking institution in the Indianapolis, Indiana metropolitan area and holding
all of the shares of common stock of such banking institution. The Corporation
formed a national banking association entitled "The National Bank of
Indianapolis" (the "Bank") as a wholly-owned subsidiary.

         The Bank was officially chartered by the Office of the Comptroller of
the Currency ("OCC") on December 8, 1993 and opened for business to the public
on December 21, 1993. The Bank's deposits are insured by the Federal Deposit
Insurance Corporation ("FDIC"). The Bank currently conducts its business through
its downtown headquarters located at 107 North Pennsylvania Street in
Indianapolis, at neighborhood bank offices located at 84th Street and Ditch Road
in northwestern Marion County and 82nd Street and Bash Road in northeastern
Marion County, in the Chamber of Commerce Building and AUL Office Complex in
downtown Indianapolis, at 49th Street and North Pennsylvania Street in northern
Marion County, Carmel Drive in Hamilton County, and Smith Valley Road and S.R.
135 in Johnson County.

         The Bank provides a full range of deposit, credit, and money management
services to its targeted market, which is small to medium size businesses,
affluent executive and professional individuals, and not-for-profit
organizations. In February of 1994, the Bank received full trust powers.

         Management has sought to position the Bank to capitalize on the
customer disruption, dissatisfaction, and turn-over which it believes has
resulted from the acquisition of the three largest commercial banks located in
Indianapolis by out-of-state holding companies. On December 31, 2001, the
Corporation had consolidated total assets of $671 million and total deposits of
$506 million.

         The key ingredients in the initial growth of the Bank have been an
aggressive business plan, an experienced Board of Directors and management team
and a seasoned group of bank employees. The basic strategy of the Bank continues
to emphasize the delivery of highly personalized services to the target client
base with an emphasis on quick response and financial expertise.

         Business Plan Overview. The business plan of the Bank is based on being
a strong, locally owned bank providing superior service to a small group of
customers, which are primarily corporations with annual sales under $30 million,
executives, professionals, and not-for-profit organizations. The Bank provides
highly personalized banking services with an emphasis on knowledge of the
particular financial needs and objectives of its clients and quick response to
customer requests. Because the management of the Bank is located in
Indianapolis, all credit and related decisions are made locally, thereby
facilitating prompt response. The Bank emphasizes both highly personalized
service at the customer's convenience and non-traditional delivery services that
do not require customers to frequent the Bank. This personal contact has become
a trademark of the Bank and a key means of differentiating the Bank from other
financial service providers.

         The Bank offers a broad range of deposit services typically available
from most banks and savings associations, including checking accounts, NOW
accounts, savings and other kinds of deposits of various types (ranging from
daily money market accounts to longer term certificates of deposit). The Bank
also offers a full range of credit services, including commercial loans (such as
lines of credit, term loans, refinancings, etc.), personal lines of credit,
direct installment consumer loans, credit card loans, residential mortgage
loans, construction loans, and letters of credit. In addition, the Bank offers
full trust services. The Bank also has formed arrangements with outside
providers of tax and financial planning services to better accommodate its
customers.

         The Bank's growth in deposits is attributable in part to the efforts of
its staff who provide personal banking services to the Bank's customers. In
addition, the Bank has emphasized paying competitive interest rates on deposit
products. Finally, the Bank has offered savings and certificate of deposit
products with competitive rates to larger depositors in an effort to minimize
the operating costs of obtaining these deposits. Lending strategies focus
primarily on commercial loans to small and medium size businesses as well as
personal loans to executives and professionals.

                                       4
<PAGE>

         In the residential mortgage lending area, the Bank offers regular,
jumbo and CRA mortgage products. The Bank has developed a secondary market for
its residential mortgage loans. Consumer lending is directed to executive and
professional clients through residential mortgages, credit cards, and personal
lines of credit to include home equity loans.

         The Market. The Bank derives a substantial proportion of its business
from the Indianapolis MSA, Indiana area. Indianapolis has been ranked by a
number of national publications as a "top" Midwestern city.

         Competition. The Bank's service area is highly competitive. There are
numerous financial institutions operating in the Marion County marketplace. In
addition to competition from commercial banks, significant competition also
comes from savings and loans associations, credit unions, finance companies,
insurance companies, mortgage companies, securities and brokerage firms, money
market mutual funds, loan production offices, and other providers of financial
services in the area. The Bank competes in this marketplace primarily on the
basis of highly personalized service, responsive decision making, and
competitive pricing.

         Employees. The Bank has 165 employees, of which 153 are full-time
employees. The Bank has employed persons with substantial experience in the
Indianapolis banking market. The average banking experience level for all Bank
employees is in excess of 12 years.

         Lending Activity. The Bank's lending strategy emphasizes a high
quality, well-diversified loan portfolio. The Bank's principal lending
categories are commercial, residential mortgage, private banking/personal, and
home equity. Commercial loans include loans for working capital, machinery and
equipment purchases, premises and equipment acquisitions and other corporate
needs. Residential mortgage lending includes loans on first mortgage residential
properties. Private banking loans include secured and unsecured personal lines
of credit as well as home equity loans.

         Commercial loans typically entail a thorough analysis of the borrower,
its industry, current and projected economic conditions and other factors.
Credit analysis involves collateral, the type of loan, loan maturity, terms and
conditions, and various loan to value ratios as they relate to loan policy. The
Bank typically requires commercial borrowers to have annual financial statements
prepared by independent accountants and often requires such financial statements
to be audited or reviewed by accountants. The Bank requires appraisals or
evaluations in connection with loans secured by real estate. Such appraisals or
evaluations are usually obtained prior to the time funds are advanced. The Bank
also often requires personal guarantees from principals involved with
closely-held corporate borrowers.

         The Bank requires loan applications and personal financial statements
from its personal borrowers on loans that the Bank originates. Loan officers
complete a debt to income analysis that should meet established standards of
lending policy.

         The Bank maintains a comprehensive loan policy that establishes
guidelines with respect to all categories of lending. In addition, loan policy
sets forth lending authority for each loan officer. The Loan Committee of the
Bank reviews all loans. Any loan in excess of a lending officer's lending
authority must receive the approval of the Chief Executive Officer ("CEO") or
Chief Lending Officer ("CLO") up to their lending limit. Any loan greater than
the CEO and CLO's lending authority but less than $2,500,000 must be approved by
the Loan Committee prior to the Bank making such loan. The Board of Directors
Loan Policy Committee is not required to approve loans unless they are above
$2,500,000 or are loans to directors or executive officers. All loans are
assigned a numerical rating based on creditworthiness and are monitored for
improvement or deterioration.

         Loans are made primarily in the Bank's designated market area.

                                       5
<PAGE>

         Bank Holding Company Regulation. The Corporation is registered as a
bank holding company and is subject to the regulations of the Board of Governors
of the Federal Reserve System ("Federal Reserve") under the Bank Holding Company
Act of 1956, as amended ("BHCA"). Bank holding companies are required to file
periodic reports with and are subject to periodic examination by the Federal
Reserve. The Federal Reserve has the authority to issue cease-and-desist orders
against a bank holding company and nonbank subsidiaries if it determines that
activities of such entities represent an unsafe and unsound practice or a
violation of law.

         The Corporation is prohibited by the BHCA from acquiring direct or
indirect control of more than 5% of the outstanding shares of any class of
voting stock or substantially all of the assets of any bank or merging or
consolidating with another bank holding company without prior approval of the
Federal Reserve. In addition, the Corporation may not acquire direct or indirect
control of a savings association without the prior approval of the Federal
Reserve and the Office of Thrift Supervision. Additionally, the Corporation is
prohibited by the BHCA from engaging in or from acquiring ownership or control
of more than 5% of the outstanding shares of any class of voting stock of any
company engaged in a nonbanking business unless such business is determined by
the Federal Reserve to be so closely related to banking as to be a proper
incident thereto. The BHCA does not place territorial restrictions on the
activities of such nonbanking-related activities.

         The Federal Reserve has issued regulations under the BHCA requiring a
bank holding company to serve as a source of financial and managerial strength
to its subsidiary banks. It is the policy of the Federal Reserve that, pursuant
to this requirement, a bank holding company should stand ready to use its
resources to provide adequate capital funds to its subsidiary banks during
periods of financial stress or adversity. Additionally, under the Federal
Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA"), a bank holding
company is required to guarantee the compliance of any insured depository
institution subsidiary that may become "undercapitalized" (as defined in the
statute) with the terms of any capital restoration plan filed by such subsidiary
with its appropriate federal banking agency, up to the lesser of (i) an amount
equal to 5% of the institution's total assets at the time the institution became
undercapitalized, or (ii) the amount that is necessary (or would have been
necessary) to bring the institution into compliance with all applicable capital
standards as of the time the institution fails to comply with such capital
restoration plan. As a result of these policies, the Corporation may be required
to commit resources to its subsidiary bank in circumstances where it might not
otherwise do so.

         Capital Adequacy Guidelines for Bank Holding Companies. The Federal
Reserve, as the regulatory authority for bank holding companies, has adopted
capital adequacy guidelines for bank holding companies. Bank holding companies
with assets in excess of $150 million must comply with the Federal Reserve's
risk-based capital guidelines which require a minimum ratio of total capital to
risk-weighted assets (including certain off-balance sheet activities such as
standby letters of credit) of 8%. At least half of the total required capital
must be "Tier 1 capital," consisting principally of common stockholders' equity,
noncumulative perpetual preferred stock, a limited amount of cumulative
perpetual preferred stock and minority interest in the equity accounts of
consolidated subsidiaries, less certain goodwill items. The remainder ("Tier 2
capital") may consist of a limited amount of subordinated debt and
intermediate-term preferred stock, certain hybrid capital instruments and other
debt securities, cumulative perpetual preferred stock, and a limited amount of
the general loan loss allowance. In addition to the risk-based capital
guidelines, the Federal Reserve has adopted a Tier 1 (leverage) capital ratio
under which the bank holding company must maintain a minimum level of Tier 1
capital to average total consolidated assets of 3% in the case of bank holding
companies which have the highest regulatory examination ratings and are not
contemplating significant growth or expansion. All other bank holding companies
are expected to maintain a ratio of at least 1% to 2% above the stated minimum.


                                       6
<PAGE>

         Certain regulatory capital ratios for the Corporation as of December
31, 2001 are shown below:

Tier 1 Capital to Risk-Weighted Assets                                8.4%

Total Risk Based Capital to Risk-Weighted Assets                     10.6%

Tier 1 Leverage Ratio                                                 5.6%

         Bank Regulation. The Bank is organized under the laws of the United
States of America and is subject to the supervision of the Office of the
Comptroller of the Currency ("OCC"), whose examiners conduct periodic
examinations of national banks. The deposits of the Bank are insured by the Bank
Insurance Fund ("BIF") administered by the FDIC and are subject to the FDIC's
rules and regulations respecting the insurance of deposits. See "--Deposit
Insurance."

         Both federal and state law extensively regulate various aspects of the
banking business such as reserve requirements, truth-in-lending and
truth-in-savings disclosure, equal credit opportunity, fair credit reporting,
trading in securities and other aspects of banking operations. Current federal
law also requires banks, among other things to make deposited funds available
within specified time periods.

         Under federal and Indiana law, the Bank may establish an additional
banking location anywhere in Indiana. The Riegle-Neal Interstate Banking and
Branching Efficiency Act of 1994 allows bank holding companies to acquire banks
anywhere in the United States subject to certain state restrictions, and permits
an insured bank to merge with an insured bank in another state without regard to
whether such merger is prohibited by state law. Additionally, an out-of-state
bank may acquire the branches of an insured bank in another state without
acquiring the entire bank; provided, however, that the law of the state where
the branch is located permits such an acquisition. Bank holding companies may
merge existing bank subsidiaries located in different states into one bank.

         With certain exceptions, a bank and a subsidiary may not extend credit,
lease or sell property or furnish any services or fix or vary the consideration
for the foregoing on the condition that (i) the customer must obtain or provide
some additional credit, property or services from, or to, any of them, or (ii)
the customer may not obtain some other credit, property or service from a
competitor, except to the extent reasonable conditions are imposed to assure the
soundness of credit extended.

         An insured bank subsidiary may act as an agent for an affiliated bank
or thrift in offering limited banking services (receive deposits, renew time
deposits, close loans, service loans and receive payments on loan obligations)
both within the same state and across state lines.

         Dividend Limitations. Under Federal Reserve supervisory policy, a bank
holding company generally should not maintain its existing rate of cash
dividends on common shares unless (i) the organization's net income available to
common shareholders over the past year has been sufficient to fully fund the
dividends, and (ii) the prospective rate of earnings retention appears
consistent with the organization's capital needs, asset quality, and overall
financial condition. The FDIC also has authority under the Financial
Institutions Supervisory Act to prohibit a bank from paying dividends if, in its
opinion, the payment of dividends would constitute an unsafe or unsound practice
in light of the financial condition of the bank. The Corporation's Board of
Directors has not yet declared any dividends and does not anticipate that it
will do so in the immediate future. In addition, there can be no assurance as to
when, if ever, the Corporation will declare and pay any cash dividends.

         Under federal law, the Bank must comply with various restrictions
applicable to its ability to pay dividends. In addition, the Bank is subject to
certain restrictions imposed by the Federal Reserve on extensions of credit to
the Corporation, on investments in the stock or other securities of the
Corporation, and in taking such stock or securities as collateral for loans.

                                       7
<PAGE>

         The most stringent capital requirement affecting the Bank, however, are
those established by the prompt corrective action provisions of FDICIA, which
are discussed below. At December 31, 2001, the Bank's total risk-based capital,
Tier 1 risk-based capital and leverage capital exceeded the amounts required to
be designated "well capitalized."

         Lending Limits. Under federal law, the total loans and extension of
credit by a national bank to a borrower outstanding at one time and not fully
secured may not exceed 15% of such bank's capital and unimpaired surplus. An
additional amount up to 10% of the bank's capital and unimpaired surplus may be
loaned to the same borrower if such loan is fully secured by readily marketable
collateral having a market value, as determined by reliable and continuously
available price quotations, at least equal to the amount of such additional
loans outstanding.

         Affiliates. The Bank is subject to Sections 22(h), 23A and 23B of the
Federal Reserve Act, which restrict financial transactions between banks and
affiliated companies limits credit transactions between a bank and its executive
officers and its affiliates, prescribes terms and conditions for bank affiliate
transactions deemed to be consistent with safe and sound banking practices, and
restricts the types of collateral security permitted in connection with a bank's
extension of credit to an affiliate.

         Prompt Corrective Action. The FDIC has adopted regulations to implement
"prompt corrective action" with respect to banks which do not meet minimum
capital requirements. Among other things, the regulations define the relevant
capital measures for the five capital categories. An institution is deemed to be
"well capitalized" if it has a total risk-based capital ratio of 10% or greater,
a Tier 1 risk-based capital ratio of 6% or greater, and a leverage ratio of 5%
or greater, and is not subject to a regulatory order, agreement or directive to
meet and maintain a specific capital level for any capital measure. An
institution is deemed to be "adequately capitalized" if it has a total
risk-based capital ratio of 8% or greater, a Tier 1 risk-based capital ratio of
4% or greater, and generally a leverage ratio 4% or greater. An institution is
deemed to be "undercapitalized" if it has a total risk-based capital ratio of
less than 8%, a Tier 1 risk-based capital ratio of less than 4%, or generally a
leverage ratio of less than 4%. An institution is deemed to be "significantly
undercapitalized" if it has a total risk-based capital ratio of less than 6%, a
Tier 1 risk-based capital ratio of less than 3%, or a leverage ratio of less
than 3%. An institution is deemed to be "critically undercapitalized" if it has
a ratio of tangible equity (as defined in the regulations) to total assets that
is equal to or less than 2%.

         "Undercapitalized" banks are subject to growth limitations and are
required to submit a capital restoration plan. A bank's compliance with such
plan is required to be guaranteed by any company that controls the
undercapitalized institution as described above. If an "undercapitalized" bank
fails to submit an acceptable plan, it is treated as if it is significantly
undercapitalized. "Significantly undercapitalized" banks are subject to one or
more of a number of requirements and restrictions, including an order by the
FDIC to sell sufficient voting stock to become adequately capitalized,
requirements to reduce total assets and case receipt of deposits from
correspondent banks, and restrictions on compensation of executive officers.
"Critically undercapitalized" institutions may not, beginning 60 days after
becoming "critically undercapitalized", make any payment of principal or
interest on certain subordinated debt or extend credit for a highly leveraged
transaction or enter into any transaction outside the ordinary course of
business. In addition, "critically undercapitalized" institutions are subject to
appointment of a receiver or conservator.

         Safety and Soundness Guidelines. The federal banking agencies have
established guidelines which prescribe standards for depository institutions
relating to internal controls, information systems, internal audit systems, loan
documentation, credit underwriting, interest rate exposure, asset growth, asset
quality, earnings, compensation fees and benefits, and management compensation.
The agencies may require an institution which fails to meet the standards set
forth in the guidelines to submit a compliance plan. Failure to submit an
acceptable plan or adhere to an accepted plan may be grounds for further
enforcement action.


                                       8
<PAGE>

         Deposit Insurance. The Bank's deposits are insured up to $100,000 per
insured account by the BIF. As an institution whose deposits are insured by the
BIF, the Bank is not currently required to pay deposit insurance premiums to BIF
but was required to pay $19,984 for the Financing Corporation (FICO) assessment
for the first quarter in 2002. The Bank's deposit insurance assessments may
increase depending upon the risk category and subcategory, if any, to which the
Bank is assigned by the FDIC. Any increase in insurance assessments could have
an adverse effect on the Bank's earnings.

         Bank Capital Requirements. The OCC has adopted risk-based capital ratio
guidelines to which the Bank is subject. The guidelines establish a systematic
analytical framework that makes regulatory capital requirements more sensitive
to differences in risk profiles among banking organizations. Risk-based capital
ratios are determined by allocating assets and specified off-balance sheet
commitments to four risk weighted categories, with higher levels of capital
being required for the categories perceived as representing greater risk.

         These guidelines divide a bank's capital into two tiers. The first tier
(Tier 1) includes common equity, certain non-cumulative perpetual preferred
stock (excluding auction rate issues) and minority interests in equity accounts
of consolidated subsidiaries, less goodwill and certain other intangible assets
(except mortgage servicing rights and purchased credit card relationships,
subject to certain limitations). Supplementary (Tier 2) capital includes, among
other items, cumulative perpetual and long-term limited-life preferred stock,
mandatory convertible securities, certain hybrid capital instruments, term
subordinated debt and the allowance for loan and lease losses, subject to
certain limitations, less required deductions. Banks are required to maintain a
total risk-based capital ratio of 8%, of which 4% must be Tier 1 capital. The
OCC may, however, set higher capital requirements when a bank's particular
circumstances warrant. Banks experiencing or anticipating significant growth are
expected to maintain capital ratios, including tangible capital positions, well
above the minimum levels.

         In addition, the OCC established guidelines prescribing a minimum Tier
1 leverage ratio (Tier 1 capital to adjusted total assets as specified in the
guidelines). These guidelines provide for a minimum Tier 1 leverage ratio of 3%
for banks that meet certain specified criteria, including that they have the
highest regulatory rating and are not experiencing or anticipating significant
growth. All other banks are required to maintain a Tier 1 leverage ratio of 3%
plus an additional cushion of at least 100 to 200 basis points.

         Certain regulatory capital ratios under the OCC's risk-based capital
guidelines for the Bank at December 31, 2001 are shown below:

         Tier 1 Capital to Risk-Weighted Assets........................  9.4%
         Total Risk-Based Capital to Risk-Weighted Assets.............. 10.6%
         Tier 1 Leverage Ratio.........................................  6.2%

         In 1996, the FDIC, along with the OCC and the Federal Reserve, issued a
joint policy statement to provide guidance on sound practices for managing
interest rate risk. The statement sets forth the factors the federal regulatory
examiners will use to determine the adequacy of a bank's capital for interest
rate risk. These qualitative factors include the adequacy and effectiveness of
the bank's internal interest rate risk management process and the level of
interest rate exposure. Other qualitative factors that will be considered
include the size of the bank, the nature and complexity of its activities, the
adequacy of its capital and earnings in relation to the bank's overall risk
profile, and its earning exposure to interest rate movements. The interagency
supervisory policy statement describes the responsibilities of a bank's board of
directors in implementing a risk management process and the requirements of the
bank's senior management in ensuring the effective management of interest rate
risk. Further, the statement specifies the elements that a risk management
process must contain.

                                       9
<PAGE>

         The OCC, the Federal Reserve and the FDIC have issued final regulations
further revising their risk-based capital standards to include a supervisory
framework for measuring market risk. The effect of these regulations is that any
bank holding company or bank which has significant exposure to market risk must
measure such risk using its own internal model, subject to the requirements
contained in the regulations, and must maintain adequate capital to support that
exposure. These regulations apply to any bank holding company or bank whose
trading activity equals 10% or more of its total assets, or whose trading
activity equals $1 billion or more. Examiners may require a bank holding company
or bank that does not meet the applicability criteria to comply with the capital
requirements if necessary for safety and soundness purposes. These regulations
contain supplemental rules to determine qualifying and excess capital, calculate
risk-weighted assets, calculate market risk equivalent assets and calculate
risk-based capital ratios adjusted for market risk.

         Financial Modernization Legislation: The Gramm Leach Bliley Act.
Effective as of March 11, 2000, the Gramm-Leach-Bliley Act:

          (i)  allows bank holding companies meeting management, capital and CRA
               standards to engage in a substantially broader range of
               non-banking activities then was previously permissible, including
               insurance underwriting and agency, and underwriting and making
               merchant banking investments in commercial and financial
               companies;

          (ii) allows insurers and other financial services companies to acquire
               banks and thrifts;

          (iii) removes various restrictions that previously applied to bank
               holding company ownership of securities firms and mutual fund
               advisory companies; and

          (iv) establishes the overall regulatory structure applicable to bank
               holding companies that also engage in insurance and securities
               operations.

         In order for a bank holding company to engage in the broader range of
activities that are permitted by the Gramm-Leach-Bliley Act, (1) all of its
depository institutions must be well capitalized and well managed and (2) it
must file a declaration with the Federal Reserve Board that it elects to be a
"financial holding company". In addition, to commence any new activity permitted
by the Gramm-Leach-Bliley Act, each insured depository institution of the
financial holding company must have received at least a "satisfactory" rating in
its most recent examination under the Community Reinvestment Act.

         The Gramm-Leach-Bliley Act also modified laws related to financial
privacy. The new financial privacy provisions generally prohibit financial
institutions, including the Bank, from disclosing nonpublic personal financial
information to third parties unless customers have the opportunity to "opt out"
of the disclosure.

         The Company does not believe that the Gramm-Leach-Bliley Act will have
any immediate, material impact on its operations. However, to the extent that
the Gramm-Leach-Bliley Act permits commercial banks, securities firms and
insurance companies to affiliate, the Act may have the effect of increasing the
amount of competition that the Company faces from other companies offering
financial products, many of which may have substantially more financial
resources.

         Additional Matters. In addition to the matters discussed above, the
Corporation and the Bank are subject to additional regulation of their
activities, including a variety of consumer protection regulations affecting
their lending, deposit and collection activities and regulations affecting
secondary mortgage market activities.

         The earnings of financial institutions, including the Corporation and
the Bank, are also affected by general economic conditions and prevailing
interest rates, both domestic and foreign and by the monetary and fiscal
policies of the U.S. Government and its various agencies, particularly the
Federal Reserve.

         Additional legislation and administrative actions affecting the banking
industry may be considered by the United States Congress, the Indiana General
Assembly and various regulatory agencies, including those referred to

                                       10
<PAGE>

above. It cannot be predicted with certainty whether such legislation of
administrative action will be enacted or the extent to which the banking
industry in general or the Corporation and the Bank in particular would be
affected thereby.

Item 2.  Property
-----------------

         The Bank purchased the downtown office building which houses its main
office as well as the Corporation's main office at 107 North Pennsylvania Street
in December 1998. It was previously being leased from an affiliate of one of the
directors of the Corporation and the Bank.

         The Bank opened its first neighborhood bank office in February 1995 at
84th and Ditch Road. The Bank also opened a neighborhood bank office at 82nd and
Bash Road on the northeast side of Indianapolis in December 1995. The Bank owns
the land and the premises for both of these offices. In March 1996, the Bank
opened an office in the Chamber of Commerce building at 320 N. Meridian Street
in the downtown Indianapolis area. The Bank leases the premises at this banking
office. In March 1998, the Bank opened an office at 4930 North Pennsylvania
Street and leases the premises at this banking office. In June 1999, the Bank
opened an office in the AUL Office Complex located at One American Square in the
downtown Indianapolis area. The Bank leases the premises at this banking center.
In September 2000, the Bank opened an office at 650 East Carmel Drive in Carmel.
This office is located in Hamilton County which is north of Indianapolis. The
Bank leases the premises at this banking office. In July 1997, the Bank
purchased a parcel of land in Greenwood for future business development. In
October 2001, the Bank opened an office at 1675 West Smith Valley Road in
Greenwood. The Bank leases the premises at this banking office.

         The Bank has installed a remote ATM at the Indianapolis City Market,
University of Indianapolis, TGI Friday's at Keystone Crossing, Meridian Mark II
Office Complex, and Atlas Supermarket. These remote ATMs provide additional
banking convenience for the customers of the Bank, and generate an additional
source of fee income for the Bank.

Item 3.  Legal Proceedings
--------------------------

         Neither the Corporation nor the Bank are involved in any pending legal
proceedings at this time, other than routine litigation incidental to its
business.

Item 4.  Submission of Matters to a Vote of Security Holders.
-------------------------------------------------------------

         None.

                                       11
<PAGE>

PART II
Item 5.  Market Price for Registrant's Common Equity and Related Stockholder
         Matters.

            Shares of the common stock of the Corporation are not traded on any
national or regional exchange or in the over-the-counter market. Accordingly,
there is no established market for the common stock. These are occasional trades
as a result of private negotiations not involving a broker or a dealer. The
table below lists the high and low prices per share of which management is aware
during 2001 and 2000. There may have been other trades at other prices of which
management is not aware. Management does not have knowledge of the price paid in
all transactions and has not verified the accuracy of those prices that have
been reported to it. Because of the lack of an established market for the common
shares of the Company, these prices would not necessarily reflect the prices
which the shares would trade in an active market.

-------------------------------------------------------------------------
                                       Price per Share
-------------------------------------------------------------------------
       Quarter               High                            Low
-------------------------------------------------------------------------
                      2001         2000         2001         2000
-------------------------------------------------------------------------
    First Quarter    $24.50      $22.000       $23.00       $19.50
-------------------------------------------------------------------------
    Second Quarter   $25.00      $22.375       $24.50       $22.00
-------------------------------------------------------------------------
    Third Quarter    $25.50      $22.500       $25.50       $22.50
-------------------------------------------------------------------------
    Fourth Quarter   $25.50      $23.000       $25.50       $23.00
-------------------------------------------------------------------------

         The Corporation had 634 shareholders on record as of December 31, 2001.

         The Corporation has not declared or paid any cash dividends on its
shares of common stock since its organization in 1993. The Corporation and the
Bank anticipate that earnings will be retained to finance the Bank's growth in
the immediate future. Future dividend payments by the Corporation, if any, will
be dependent upon dividends paid by the Bank, which are subject to regulatory
limitations, earnings, general economic conditions, financial condition, capital
requirements, and other factors as may be appropriate in determining dividend
policy.





                                       12
<PAGE>

Item 6.  Selected Financial Data
--------------------------------

The following table sets forth certain consolidated information concerning the
Corporation for the periods and dates indicated and should be read in connection
with, and is qualified in its entirety by, the detailed information and
consolidated financial statements and related notes set forth in the
Corporation's audited financial statements included elsewhere herein (in 000's),
except per share data.

<TABLE>
<CAPTION>
                                                                         Year Ended December 31
                                                              2001        2000        1999        1998        1997
                                                       ------------------------------------------------------------
<S>                                                       <C>         <C>         <C>        <C>          <C>
Consolidated Operating Data:
     Interest income                                      $ 38,801    $ 35,319    $ 26,247   $  21,052    $ 15,597
     Interest expense                                       20,953      19,786      14,355      12,367       9,005
        Net interest income                                 17,848      15,533      11,892       8,685       6,592
     Provision for loan losses                               1,440       1,440       1,010         680         624
        Net income after provision for loan losses          16,408      14,093      10,882       8,005       5,968
     Other income                                            5,923       4,278       3,363       2,041       1,297
     Non-interest expense                                   16,821      14,002      11,198       8,168       6,091
     Income before income taxes                              5,510       4,369       3,047       1,878       1,174
     Applicable income taxes                                 2,140       1,719       1,217         198           -
     Net income                                              3,370       2,650       1,830       1,680       1,174

Consolidated Balance Sheet Data (at end of period):
     Total assets                                         $670,697    $533,767    $429,501   $ 358,600    $243,067
     Total investment securities                            39,049      89,379      55,660      79,707      54,313
     Total loans                                           452,060     361,602     311,478     227,848     157,905
     Allowance for loan losses                             (5,987)     (4,701)     (3,393)       2,626       1,963
     Deposits                                              506,125     410,434     345,008     297,914     203,234
     Shareholders' equity                                   28,470      24,660      21,636      19,355      17,394
     Weighted average shares outstanding                     1,917       1,908       1,889       1,868       1,831

Per Share Data:
     Basic net income (loss) per common share (1)          $  1.76     $  1.39     $  0.97    $   0.90     $  0.64
     Cash dividends declared                                     0           0           0           0           0
     Book value (2)                                          14.48       12.60       11.09       10.14        9.18

Other Statistics and Operating Data:
     Return on average assets                                 0.5%        0.6%        0.5%        0.6%        0.5%
     Return on average equity                                12.7%       11.4%        8.9%        9.3%        7.7%
     Net interest margin (3)                                  3.0%        3.5%        3.2%        3.0%        3.1%
     Average loans to average deposits                       90.8%       90.3%       83.4%       74.6%       74.7%
     Allowance for loan losses to loans at end of period      1.3%        1.3%        1.1%        1.2%        1.2%
     Allowance for loan losses to non-performing loans      717.0%      518.8%      881.5%         N/A     1846.7%
     Non-performing loans to loans at end of period           0.2%        0.3%        0.1%        0.0%        0.1%
     Net charge-offs to average loans                         0.0%        0.0%        0.1%        0.0%        0.0%
     Number of offices                                           8           7           6           5           4
     Number of full and part-time employees                    165         144         127          96          77
     Number of Shareholders of Record                          634         640         619         579         567

Capital Ratios:
     Average shareholders' equity to average assets           4.3%        4.8%        5.1%        5.9%        7.0%
     Equity to assets                                         4.2%        4.6%        5.0%        5.4%        7.2%
     Total risk-based capital ratio (Bank only)              10.6%       11.1%       10.2%        9.3%       11.4%
</TABLE>

(1)  Based upon weighted average shares outstanding during the
     period.
(2)  Based on Common Stock outstanding at the end of the period.
(3)  Net interest income as a percentage of average
     interest-earning assets.

                                       13
<PAGE>

Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations
------------------------------------------------------------------------

The following discussion and analysis of the Corporation relates to the years
ended December 31, 2001, 2000 and 1999 and should be read in conjunction with
the Corporation's Consolidated Financial Statements and Notes thereto included
elsewhere herein.

Results of Operations

Year Ended December 31, 2001 Compared to the Year Ended December 31, 2000 and
Year Ended December 31, 2000 Compared to the Year Ended December 31, 1999

The Corporation's results of operations depend primarily on the level of its net
interest income, its non-interest income and its operating expenses. Net
interest income depends on the volume of and rates associated with interest
earning assets and interest bearing liabilities which results in the net
interest spread. The Corporation had net income of $3,370,043 for the year ended
December 31, 2001 compared to net income of $2,649,749 for the year ended
December 31, 2000 and net income of $1,830,320 for the year ended December 31,
1999. This change is primarily due to the growth of the Bank allowing for more
interest earning assets and net interest income compared to the same period
during 2000 and 1999, thereby offsetting more of the operating expenses.

The Bank experienced exceptional growth during the past three years. Total
assets increased $136,930,264 or 25.7% to $670,697,090 for the year ended
December 31, 2001 from $533,766,826 for the year ended December 31, 2000 and
total assets increased from $429,501,464 for the year ended December 31, 1999.
This growth is in part due to an increase in customers as a result of the local
merger of Bank One with NBD and the entrance of Union Planters to the
Indianapolis market in 1998 - 1999 and a local merger of People's Bank with
Fifth/Third in 1999 - 2000.

Net Interest Income
-------------------
Net interest income increased $2,315,561 or 14.9% to $17,848,546 for the year
ended December 31, 2001, from $15,532,985 for the year ended December 31, 2000
and from $11,892,278 for the year ended December 31, 1999. Total interest income
increased $3,482,738 or 9.9% to $38,801,406 for the year ended December 31, 2001
from $35,318,668 for the year ended December 31, 2000 and from $26,247,188 for
the year ended December 31, 1999. This increase is primarily a result of average
total loans for the year ended December 31, 2001 being approximately
$403,000,000 compared to approximately $331,000,000 for the year ended December
31, 2000 and approximately $265,000,000 for the year ended December 31, 1999.
The loan portfolio produces the highest yield of all earning assets. Investment
portfolio income increased $435,939 or 7.6% to $6,154,280 for the year ended
December 31, 2001, as compared to $5,718,341 for the year ended December 31,
2000, as compared to $4,420,281 for the year ended December 31, 1999. This
increase is primarily a result of the increase in the average investment
securities portfolio to approximately $131,000,000 for the year ended December
31, 2001 from approximately $90,000,000 for the year ended December 31, 2000 and
from approximately $83,000,000 for the year ended December 31, 1999. The overall
increase in investment income during 2001 was lesser than it may have otherwise
been due to the fact that there was a decrease in the weighted average rate of
the investment portfolio from 6.33% for the year ended December 31, 2000 to
4.71% for the year ended December 31, 2001. Contributing to the increase in 2000
was an increase in the weighted average rate of the investment portfolio from
5.35% for the year ended December 31, 1999 to 6.33% for the year ended December
31, 2000. Interest on federal funds sold increased for the year ended December
31, 2001 over the same period the previous year due to an increase in average
federal funds of approximately $6,000,000. The weighted average rate actually
decreased from 6.29% for the year ended December 31, 2000 to 3.78% for the year
ended December 31, 2001. Interest on federal funds sold increased for the year
ended December 31, 2000 over the same period the previous year due to an
increase in the weighted average rate from 4.97% for the year ended December 31,
1999 to 6.29% for the year ended December 31, 2000. The average balance for 2000
actually decreased $2,000,000 over the same period of the previous year.

                                       14
<PAGE>

Total interest expense increased $1,167,177 or 5.9% to $20,952,860 for the year
ended December 31, 2001, from $19,785,683 for the year ended December 31, 2000
and from $14,354,910 for the year ended December 31, 1999. This increase is due
to an increase in interest bearing deposits, repurchase agreements, long term
debt, and FHLB advances. Total interest bearing liabilities averaged
approximately $503,000,000 for the year ended December 31, 2001 as compared to
approximately $378,000,000 for the year ended December 31, 2000 and
approximately $318,000,000 for the year ended December 31, 1999. The average
cost of interest bearing liabilities for the year ended December 31, 2001 was
approximately 4.2% as compared to the average cost of interest bearing
liabilities of 5.2% for the year ended December 31, 2000. This rate decrease is
due to an overall rate decrease in the market and due to the run off of higher
priced deposits being replaced by lower priced deposits. The average cost of
interest bearing liabilities for the year ended December 31, 2000, was
approximately 5.2% as compared to average cost of interest bearing liabilities
of approximately 4.5% for the year ended December 31, 1999.







                                       15
<PAGE>

The following table details average balances, interest income/expense and
average rates/yields for the Bank's earning assets and interest bearing
liabilities for the years ended December 31, 2001, 2000 and 1999 (in 000's):

<TABLE>
<CAPTION>
                                                   2001                            2000                             1999
                                                 Interest  Average               Interest  Average                Interest  Average
                                       Average   Income/    Rate/       Average  Income/    Rate/       Average   Income/    Rate/
                                       Balance   Expense    Yield       Balance  Expense    Yield       Balance   Expense    Yield
                                   -------------------------------  ------------------------------  -------------------------------
<S>                                <C>          <C>         <C>     <C>         <C>         <C>     <C>          <C>         <C>
Assets:
Federal Funds                      $    27,630  $  1,045    3.78%   $    21,550 $  1,356    6.29%   $    23,880  $  1,187    4.97%
Reverse Repurchase Agreements           28,178       803    2.85%             -        -                      -         -
Investments                            130,763     6,154    4.71%        90,361    5,718    6.33%        82,636     4,420    5.35%
Loans (gross)                          403,365    30,799    7.64%       331,240   28,245    8.53%       264,848    20,640    7.79%
                                   -------------------------------  ------------------------------  -------------------------------
Total earning assets               $   589,936  $ 38,801    6.58%   $   443,151 $ 35,319    7.97%   $   371,364  $ 26,247    7.07%
Non-earning assets                      42,174                           37,938                          27,767
                                   -----------                      -----------                     -----------
Total assets                       $   632,110                      $   481,089                     $   399,131
                                   ===========                      ===========                     ===========

Liabilities:
Interest bearing DDA               $    48,646  $    696    1.43%   $    39,209 $    749    1.91%   $    29,156  $    471    1.62%
Savings                                193,111     6,694    3.47%       150,245    7,724    5.14%       125,510     5,307    4.23%
CD's under $100,000                     62,361     3,625    5.81%        59,673    3,520    5.90%        64,485     3,495    5.42%
CD's over $100,000                      40,177     2,326    5.79%        36,975    2,212    5.98%        36,792     1,963    5.34%
Individual Retirement Accounts           9,827       579    5.89%         8,628      518    6.00%         7,194       390    5.42%
Repurchase Agreements                   92,603     3,156    3.41%        53,507    3,004    5.61%        36,218     1,603    4.43%
FHLB Advances                           41,393     2,434    5.88%        18,699    1,143    6.11%        14,000       807    5.76%
Long Term Debt                          13,500     1,443   10.69%         9,730      916    9.41%         4,230       319    7.54%
                                   -------------------------------  ------------------------------  -------------------------------
Total Interest Bearing Liabilities $   501,618  $ 20,953    4.18%   $   376,666 $ 19,786    5.25%   $   317,585  $ 14,355    4.52%
Non-Interest Bearing Liabilities        88,130                           71,003                          54,547
Other Liabilities                        3,967                            3,378                           2,815
                                   -----------                      -----------                     -----------
Total Liabilities                  $   593,715                      $   451,047                     $   374,947
Equity                                  38,395                           30,042                          24,184
                                   -----------                      -----------                     -----------
Total Liabilities & Equity         $   632,110                      $   481,089                     $   399,131
                                   ===========                      ===========                     ===========

Recap:
Interest Income                                 $ 38,801    6.58%               $ 35,319    7.97%                $ 26,247    7.07%
Interest Expense                                  20,953    4.18%                 19,786    5.25%                  14,355    4.52%

                                                -----------------               ------------------               ------------------
Net Interest Income/Spread                      $ 17,848    2.40%               $ 15,533    2.72%                $ 11,892    2.55%
                                                =================               ==================               ==================

Contribution of Non-Interest                               0.63%                            0.79%                            0.65%
Bearing Funds

Net Interest Margin                                        3.03%                            3.51%                            3.20%
                                                         ========                         ========                         ========
</TABLE>

Average balances computed using daily actual balances.

                                       16
<PAGE>

The following table sets forth an analysis of volume and rate changes in
interest income and interest expense of the Corporation's average earning assets
and average interest-bearing liabilities. The table distinguishes between the
changes related to average outstanding balances of assets and liabilities
(changes in volume holding the initial average interest rate constant) and the
changes related to average interest rates (changes in average rate holding the
initial average outstanding balance constant). The change in interest due to
both volume and rate has been allocated to volume and rate changes in proportion
to the relationship of the absolute dollar amounts of the change in each.

Net Interest Income Changes Due to Volume and Rates (in 000's):

<TABLE>
<CAPTION>
                                                                          Year Ended December 31

                                          2001 Changes from 2000         2000 Changes from 1999          1999 Changes from 1998
                                       Net       Due to     Due to     Net      Due to     Due to      Net       Due to     Due to
                                      Change      Rate      Volume    Change     Rate      Volume     Change      Rate      Volume
<S>                                  <C>        <C>        <C>       <C>       <C>        <C>        <C>        <C>        <C>
Interest earning assets:
      Federal funds sold             $  (311)   $  (541)   $   230   $   169   $   316    $  (147)   $  (356)   $  (117)   $  (239)
      Reverse repurchase agreements      803         --        803        --        --         --         --         --         --
      Investment securities              436     (1,465)     1,901     1,298       809        489        136       (325)       461
      Loans                            2,554     (2,953)     5,507     7,605     1,944      5,661      5,415       (451)     5,866
                                     ---------------------------------------------------------------------------------------------
           TOTAL                     $ 3,482    $(4,959)   $ 8,441   $ 9,072   $ 3,069    $ 6,003    $ 5,195    $  (893)   $ 6,088

Interest bearing liabilities:
      Demand deposits                $   (53)   $  (188)   $   135   $   278   $    86    $   192    $    33    $  (118)   $   151
      Savings deposits                (1,030)    (2,516)     1,486     2,417     1,145      1,272        850       (393)     1,243
      CDs under $100,000                 105        (51)       156        25       309       (284)        89       (240)       329
      CDs over $100,000                  114        (71)       185       249       238         11       (120)      (170)        50
      Individual retirement accounts      61        (10)        71       128        42         86         22        (23)        45
      Repurchase agreements              152     (1,180)     1,332     1,401       430        971        322       (103)       425
      FHLB Advances                    1,291        (43)     1,334       336        49        287        484         (9)       493
      Long term debt                     527        124        403       597        79        518        319         --        319
                                     ---------------------------------------------------------------------------------------------
           TOTAL                     $ 1,167    $(3,936)   $ 5,103   $ 5,431   $ 2,378    $ 3,053    $ 1,999    $(1,056)   $ 3,055
                                     ---------------------------------------------------------------------------------------------

Net change in Net Interest Income    $ 2,315    $(1,023)   $ 3,338   $ 3,641   $   691    $ 2,950    $ 3,196    $   163    $ 3,033
                                     =============================================================================================
</TABLE>

NOTE:    Due to Rate Increase was calculated by taking the change in the rate
         times the prior year average balance. Due to Volume Increase was
         calculated by taking the change in average balance times the prior year
         rate.

                                       17
<PAGE>

Provision for Loan Losses
-------------------------
The amount charged to the provision for loan losses by the Bank is based on
management's evaluation as to the amounts required to maintain an allowance
adequate to provide for potential losses inherent in the loan portfolio. The
level of this allowance is dependent upon the total amount of past due and
non-performing loans, general economic conditions and management's assessment of
potential losses based upon internal credit evaluations of loan portfolios and
particular loans. Loans are principally to borrowers in central Indiana.

During the year ended December 31, 2001, $1,440,000 was charged to the provision
for loan losses compared to $1,440,000 for the year ended December 31, 2000 and
$1,010,000 for the year ended December 31, 1999. At December 31, 2001, the
allowance was $5,986,965 or 1.3% of total loans. This compares to an allowance
of $4,700,672 or 1.3% as of December 31, 2000 and an allowance of $3,392,587 or
1.1% as of December 31, 1999. A total of $153,707 was charged-off, net of
recoveries, for the year ended December 31, 2001 compared to a total of $131,915
for the year ended December 31, 2000 and $243,692 for the year ended December
31, 1999.

Other Operating Income
----------------------
Other operating income for the year ended December 31, 2001, increased
$1,644,643 or 38.4% to $5,922,573 from $4,277,930 for the year ended December
31, 2000 and from $3,362,438 for the year ended December 31, 1999. The increase
in other operating income is primarily due to an increase in service charges and
fees on deposit accounts of $747,815 or 82.9% to $1,649,962 for the year ended
December 31, 2001 from $902,147 for the year ended December 31, 2000 and from
$539,468 for the year ended December 31, 1999. This increase is attributable to
the increase in average demand deposit accounts of approximately $71,000,000 to
approximately $332,000,000 for the year ended December 31, 2001 from
approximately $261,000,000 for the year ended December 31, 2000 and an increase
of approximately $51,000,000 from approximately $210,000,000 for the year ended
December 31, 1999. The increase in other operating income is also attributable
to an increase in trust fees of $381,433 or 22.8% to $2,051,864 for the year
ended December 31, 2001 from $1,670,431 for the year ended December 31, 2000 and
from $1,279,621 for the year ended December 31, 1999. The increase in trust
income is attributable to the increase in total assets under trust
administration of approximately $24,000,000 to approximately $637,000,000 at
December 31, 2001 from approximately $613,000,000 at December 31, 2000 and an
increase of approximately $82,000,000 from approximately $531,000,000 at
December 31, 1999. Also, contributing to the increase in other operating income
is a net gain on the sale of mortgage loans of $435,058 for the year ended
December 31, 2001 versus a net loss on the sale of mortgage loans of $1,008 for
the year ended December 31, 2000. This compares to a net gain on the sale of
mortgage loans of $66,698 for the year ended December 31, 1999.

In December 1998, the Bank purchased the downtown office building at 107 North
Pennsylvania Street which houses its main office as well as the Corporation's
main office. For the year ended December 31, 2001, building rental income
decreased $209,686 or 30.7% to $474,298 from $683,984 for the year ended
December 31, 2000. This is due to the Bank occupying more space in the building
in 2001 over the same period the previous year. For the year ended December 31,
2000, building rental income was $683,984 compared to $636,048 for the year
ended December 31, 1999.

Other Operating Expenses
------------------------
Other operating expenses for the year ended December 31, 2001 increased
$2,818,812 or 20.1% to $16,820,520 from $14,001,708 for the year ended December
31, 2000 and increased $2,803,873 or 25.0% from $11,197,835 for the year ended
December 31, 1999. Salaries, wages and employee benefits increased $1,441,822 or
18.2% to $9,385,469 for the year ended December 31, 2001 from $7,943,647 for the
year ended December 31, 2000 and increased $1,611,099 or 25.4% from $6,332,548
for the year ended December 31, 1999. This increase is primarily due to the
increase in the number of employees to 153 full time equivalents at December 31,
2001 from 138 full time equivalents at December 31, 2000 and from 118 full time
equivalents at December 31, 1999. Occupancy expense increased $204,336 for the
year ended December 31, 2001 over the same period the previous year and it
increased $111,838 for the year ended December 31, 2000 over the same period the
previous year primarily due to the additional expense related to the operations
of the building at 107 North Pennsylvania Street and the opening of new banking
offices at the AUL Office Complex in June 1999, the Carmel Office in September
2000, and the Greenwood Office in October 2001. Furniture and equipment expense
increased $127,264 for the year ended December 31, 2001 over the same period the
previous year and it increased $144,723 for the year ended December 31, 2000
over the same period the previous year primarily due to the additional expense
associated with opening of the new banking offices offset by decreases in
expenses related

                                       18
<PAGE>

to fully depreciated assets at the older banking centers and main office.
Professional services expense increased $130,165 or 18.1% to $851,131 for the
year ended December 31, 2001 from $720,966 for the year ended December 31, 2000
and increased $164,259 or 29.5% for the year ended December 31, 2000 from
$556,707 for the year ended December 31, 1999. The increase in 2001 and 2000 was
due to consulting fees incurred for the development and implementation of
Private Portrait, the Bank's internet banking web site. Also contributing to the
increase was accounting fees and the courier service. Data processing expenses
increased $264,318 for the year ended December 31, 2001 over the same period the
previous year and also increased $269,507 for the year ended December 31, 2000
over the same period the previous year primarily due to increased service bureau
fees relating to increased transaction activity by the Bank and trust
department. Business Development increased $162,019 for the year ended December
31, 2001 over the same period the previous year and increased $115,794 for the
year ended December 31, 2000 over the same period the previous year. The
increase is due to customer entertaining and public relations.

Tax (Benefit)/Expense
---------------------

The Corporation applies a federal income tax rate of 34% and a state tax rate of
8.5% in the computation of tax expense. For the year ended December 31, 2001,
the provision for income taxes consisted of current tax expense of $2,646,904,
and a deferred tax benefit of $506,347. For the year ended December 31, 2000,
the provision for income taxes consisted of current tax expense of $2,262,449
and a deferred tax benefit of $542,991. For the year ended December 31, 1999,
the provision for income taxes consisted of current tax expense of $1,417,719
and a deferred tax benefit of $201,158.

The Corporation has net deferred tax assets of $2,473,849 as of December 31,
2001, $2,008,801 as of December 31, 2000 and $1,482,266 as of December 31, 1999.
The net deferred tax assets represent primarily a temporary difference for the
recognition of the allowance for loan losses.

Effects of Inflation

Inflation can have a significant effect on the operating results of all
industries. This is especially true in industries with a high proportion of
fixed assets and inventory. However, management believes that these factors are
not as critical in the banking industry. Inflation does, however, have an impact
on the growth of total assets and the need to maintain a proper level of equity
capital.

Interest rates are significantly affected by inflation, but it is difficult to
assess the impact since neither the timing nor the magnitude of the changes in
the various inflation indices coincides with changes in interest rates. There
is, of course, an impact on longer-term earning assets; however, this effect
continues to diminish as investment maturities are shortened and
interest-earning assets and interest-bearing liabilities shift from fixed rate,
long-term to rate-sensitive, short-term.

Liquidity and Interest Rate Sensitivity

The Corporation must maintain an adequate liquidity position in order to respond
to the short-term demand for funds caused by withdrawals from deposit accounts,
extensions of credit and for the payment of operating expenses. Maintaining this
position of adequate liquidity is accomplished through the management of a
combination of liquid assets; those which can be converted into cash and access
to additional sources of funds. Primary liquid assets of the Corporation are
cash and due from banks, federal funds sold, investments held as available for
sale and maturing loans. Federal funds sold represent the Corporation's primary
source of immediate liquidity and were maintained at a level adequate to meet
immediate needs. Federal funds sold averaged approximately $28,000,000,
$22,000,000 and $24,000,000 for the twelve months ended December 31, 2001, 2000
and 1999 respectively. Reverse repurchase agreements may serve as a source of
liquidity, but are primarily used as collateral for customer balances in
overnight repurchase agreements. The average balance for the twelve months ended
December 31, 2001 was $28,000,000 and $0 for the twelve months ended December
31, 2000 and 1999. Maturities in the Corporation's loan and investment
portfolios are monitored regularly to avoid matching short-term deposits with
long-term loans and investments. Other assets and liabilities are also monitored
to provide the proper balance between liquidity, safety, and profitability. This
monitoring process must be continuous due to the constant flow of cash which is
inherent in a financial institution.

                                       19
<PAGE>

The Corporation actively manages its interest rate sensitive assets and
liabilities to reduce the impact of interest rate fluctuations. At December 31,
2001, the Corporation's rate sensitive liabilities exceeded rate sensitive
assets due within one year by $22,540,294. At December 31, 2000, the
Corporation's rate sensitive liabilities exceeded rate sensitive assets due
within one year by $38,306,400.

The purpose of the Bank's Investment Committee is to manage and balance interest
rate risk, to provide a readily available source of liquidity to cover deposit
runoff and loan growth, and to provide a portfolio of safe, secure assets of
high quality that generate a supplemental source of income in concert with the
overall asset/liability policies and strategies of the Bank.

The Bank holds securities of the U.S. Government and its agencies along with
asset-backed securities, collateralized mortgage obligations, municipals, and
Federal Home Loan Bank and Federal Reserve Bank stock. In order to properly
manage market risk, credit risk and interest rate risk, the Bank has guidelines
it must follow when purchasing investments for the portfolio and adherence to
these policy guidelines are reported monthly to the board of directors.

A portion of the Bank's investment securities consist of asset-backed securities
(in previous years) and collateralized mortgage obligations. The Bank limits the
level of these securities that can be held in the portfolio to a specified
percentage of total average assets. Also, asset-backed securities collateralized
by receivables other than mortgages will not have a stated final maturity
greater than seven years. In addition, only credit card receivables or
mortgage-related securities rated "AA" or better by Standard & Poor's or an
equivalent rating by another rating agency, will be purchased.
All mortgage-related securities must pass the FFIEC stress test. This stress
test determines if price volatility under a 200 basis point interest rate shock
for each security exceeds a benchmark 30 year mortgage-backed security. If the
security fails the test, it is considered high risk and the Bank will not
purchase it. All mortgage-related securities purchased and included in the
investment portfolio will be subject to the FFIEC test as of December 31 each
year to determine if they have become high risk holdings. If a mortgage-related
security becomes high risk, it will be evaluated by the Bank' Investent
Committee to determine if the security should be liquidated. At December 31,
2001 the Bank held one high risk mortgage-related security and at December 31,
2000, the Bank held no high risk mortgage-related securities.

The Bank's investment portfolio also consists of bank-qualified municipal
securities. Municipal securities purchased are limited to the first three (3)
grades of the rating agencies. The grade is reviewed each December 31 to verify
that the grade has not deteriorated below the first three (3) grades. The Bank
may purchase non-rated general obligation municipals, but the credit strength of
the municipality must be evaluated by the Bank's Credit Department. Generally,
municipal securities from each issuer will be limited to $1 million, never to
exceed 10% of the Bank's tier 1 capital and will not have a stated final
maturity date of greater than ten (10) years.

The average yield on the Bank's investment portfolio is as follows as of
December 31,

                                                 2001        2000        1999
                                                 ----        ----        ----
U.S. Treasuries                                 5.41%       5.92%       4.97%
U.S. Government agencies                        5.37%       6.24%       5.17%
Collateralized mortgage obligations             5.35%       6.63%       6.03%
Asset-backed securities                             -       6.11%       5.24%
Municipals                                      7.32%       7.10%           -
Other securities                                3.72%       6.42%       5.19%

With the exception of securities of the U.S. Government and U.S. Government
agencies and corporations, the Corporation had no other securities with a book
or market value greater than 10% of shareholders' equity as of December 31,
2001, 2000 and 1999.

                                       20
<PAGE>

The following is a summary of available-for-sale securities and held-to-maturity
securities:

<TABLE>
<CAPTION>
                                                      Available-for-Sale Securities
                                      -----------------------------------------------------
                                                      Gross           Gross      Estimated
                                       Amortized    Unrealized     Unrealized      Fair
                                         Cost         Gain            Loss         Value
                                      -----------------------------------------------------
<S>                                   <C>           <C>           <C>           <C>
December 31, 2001
U.S. Treasury securities              $ 2,113,700   $    12,385   $        --   $ 2,126,085
U.S. Government agencies               23,262,121        88,863            --   $23,350,984
Collateralized mortgage obligations     1,775,838         3,578            11   $ 1,779,405
                                      -----------------------------------------------------
                                      $27,151,659   $   104,826   $        11   $27,256,474
                                      =====================================================
December 31, 2000
U.S. Treasury securities              $13,988,088   $        --   $    13,828   $13,974,260
U.S. Government agencies               58,695,209        37,591        25,477   $58,707,323
Collateralized mortgage obligations     4,355,124         4,455         2,188   $ 4,357,391
                                      -----------------------------------------------------
                                      $77,038,421   $    42,046   $    41,493   $77,038,974
                                      =====================================================
December 31, 1999
U.S. Treasury securities              $29,026,049   $     9,474   $    20,852   $29,014,671
U.S. Government agencies               10,000,000            --        22,200   $ 9,977,800
Collateralized mortgage obligations     6,970,433         8,523        16,133   $ 6,962,823
Asset-backed securities                   208,333           194            --   $   208,527
                                      -----------------------------------------------------
                                      $46,204,815   $    18,191   $    59,185   $46,163,821
                                      =====================================================

                                                     Held-to-Maturity Securities
                                      -----------------------------------------------------
                                                      Gross           Gross      Estimated
                                       Amortized    Unrealized     Unrealized      Fair
                                         Cost         Gain            Loss         Value
                                      -----------------------------------------------------
December 31, 2001
Collateralized mortgage obligations   $ 2,696,147   $     6,816   $    21,832   $ 2,681,131
Municipals                              5,494,504       184,573            --   $ 5,679,077
Other securities                          200,000         1,925         1,028   $   200,897
                                      -----------------------------------------------------
                                      $ 8,390,651   $   193,314   $    22,860   $ 8,561,105
                                      =====================================================
December 31, 2000
Collateralized mortgage obligations   $ 4,351,982   $     2,752   $    19,048   $ 4,335,686
Municipals                              5,456,729       157,334            --   $ 5,614,063
Other securities                          441,661         9,476         2,307   $   448,830
                                      -----------------------------------------------------
                                      $10,250,372   $   169,562   $    21,355   $10,398,579
                                      =====================================================
December 31, 1999
Collateralized mortgage obligations   $ 7,156,647   $     5,551   $    82,378   $ 7,079,820
Other securities                          541,773         6,541            11   $   548,303
                                      -----------------------------------------------------
                                      $ 7,698,420   $    12,092   $    82,389   $ 7,628,123
                                      =====================================================
</TABLE>

As part of managing liquidity, the Corporation monitors its loan to deposit
ratio on a daily basis. At December 31, 2001 the ratio was 89.3 percent and as
of December 31, 2000 the ratio was 88.1 percent which is within the
Corporation's acceptable range.

                                       21
<PAGE>

The following table shows the composition of the Bank's loan portfolio as of the
dates indicated (in 000's):

<TABLE>
<CAPTION>
                                                               December 31,
                              2001              2000              1999              1998              1997
                              ----              ----              ----              ----              ----
                                  % of              % of              % of              % of              % of
                        Amount    Total   Amount    Total   Amount    Total   Amount    Total   Amount    Total
                       ----------------  ----------------  ----------------  ----------------  ----------------
<S>                    <C>        <C>    <C>        <C>    <C>        <C>    <C>        <C>    <C>        <C>
TYPES OF LOANS
Commercial             $150,101   33.2%  $166,881   34.2%  $135,897   43.6%  $102,427   45.0%  $ 78,855   49.9%
Construction             17,027    3.8%     8,733    2.4%    14,472    4.6%     5,347    2.3%     2,174    1.4%
Commercial Mortgage      82,256   18.2%    53,095   14.7%    34,726   11.1%    21,990    9.7%     3,624    2.3%
Residential Mortgage    151,874   33.6%   116,064   37.8%   109,787   35.3%    86,095   37.8%    62,666   39.8%
Installment              37,493    8.3%     2,320    6.9%     2,084    0.7%     1,607    0.7%     1,326    0.8%
Credit Card               1,811    0.4%     1,709    0.5%     1,556    0.5%     1,179    0.5%       860    0.5%
Other                    11,498    2.5%    12,800    3.5%    12,956    4.2%     9,202    4.0%     8,400    5.3%
                       ----------------  ----------------  ----------------  ----------------  ----------------
     Total - Gross     $452,060  100.0%  $361,602  100.0%  $311,478  100.0%  $227,847  100.0%  $157,905  100.0%
                                 ======            ======            ======            ======            ======

     Allowance           (5,987)           (4,701)           (3,393)           (2,626)           (1,963)
                       --------          --------          --------          --------          --------
     Total - Net       $446,073          $356,901          $308,085          $225,221          $155,942
                       ========          ========          ========          ========          ========
</TABLE>





                                       22
<PAGE>

The following table shows the composition of the commercial loan category by
industry type as of the dates indicated (in $000's):

<TABLE>
<CAPTION>
                                                                              December 31,
                                                                              ------------
                                                         2001                    2000                    1999
                                                         ----                    ----                    ----
Type                                             Amount         %       Amount          %        Amount          %
----                                             ------         -       ------          -        ------          -
<S>                                             <C>           <C>      <C>            <C>       <C>            <C>
Agriculture, Foresty & Fishing                  $     --       0.0%    $     49        0.0%     $     26        0.0%
Mining                                             2,291       1.5%         371        0.2%          253        0.2%
Construction                                       9,127       6.1%         767        0.5%          599        0.4%
Manufacturing                                     10,964       7.4%       8,085        4.8%        4,698        3.5%
Wholesale Trade                                   19,535      13.1%       9,241        5.5%        5,476        4.0%
Retail Trade                                       7,561       5.0%      12,210        7.3%       10,430        7.7%
Transportation                                     2,425       1.6%       1,838        1.1%        1,360        1.0%
Information                                        2,878       1.9%          --        0.0%           --        0.0%
Finance & Insurance                                6,808       4.5%      41,854       25.2%       39,119       28.8%
Real Estate and Rental & Leasing                  22,645      15.1%          --        0.0%           --        0.0%

Professional, Scientific & Technical Services     11,475       7.6%          --        0.0%           --        0.0%
Administrative and Support, Waste
Management & Remediation Services                  1,333       0.9%         104        0.1%           82        0.1%
Educational Services                               1,893       1.3%          --        0.0%           --        0.0%
Health Care & Social Assistance                   12,338       8.2%          --        0.0%           --        0.0%
Arts, Entertainment & Recreation                   2,394       1.6%          --        0.0%           --        0.0%
Accommodation & Food Services                      7,869       5.2%          --        0.0%           --        0.0%
Other Services                                    28,565      19.0%      92,362       55.3%       73,854       54.3%
                                                -------------------    --------------------     --------------------
                                                $150,101     100.0%    $166,881      100.0%     $135,897      100.0%
                                                ===================    ====================     ====================
</TABLE>




                                       23
<PAGE>

Critical Accounting Policy

The allowance for loan losses is established through provisions for loan losses
charged against income. Loans deemed to be uncollectible are charged against the
allowance for loan losses, and subsequent recoveries, if any, are credited to
the allowance. The allowance for loan losses related to loans that are
identified as impaired is based on discounted cash flows using the loan's
initial effective interest rate, or the fair value of the collateral for certain
collateral dependent loans. The Corporation collectively evaluates consumer
loans and loans secured by real estate for impairment as homogeneous loan
groups.

The allowance for loan losses is maintained at a level believed adequate by
management to absorb inherent losses in the loan portfolio. The determination of
the allowance is based on factors which, in management's judgment, deserve
recognition under existing economic conditions in estimating possible loan
losses. This evaluation is inherently subjective as it requires material
estimates including the amounts and timing of future cash flows expected to be
received on impaired loans that may be susceptible to significant change. The
allowance is increased by provisions for loan losses charged against income and
reduced by net charge-offs.

The allowance for loan losses is allocated to each loan category based on the
Bank's peer median charge off percentages by loan category added to actual
reserves maintained for non-performing or specifically identified loans needing
a reserve. Any remaining allowance is then allocated back to each loan category
based on that category's percentage of the total loan portfolio. Although the
loan loss reserve is allocated by loan category, the entire allowance is
available to cover any loan loss that may occur. The following table shows the
dollar amount of the allowance for loan losses using management's estimate by
loan category (in $000's)

Loan Loss Reserve Allocation

                                       December 31,
                                       ------------
                        2001     2000     1999     1998     1997
                        ----     ----     ----     ----     ----

Commercial             $4,792   $3,246   $1,452   $1,209   $1,055
Construction               21       49      142       59       25
Commercial Mortgage       104      297      342      250       40
Residential Mortgage      499      779    1,088      975      695
Installment                72       43       22       18       18
Credit Card                55       70       15       13       14
Other                     444      217      132      102      116
Year 2000                  --       --      200       --       --
                       ------------------------------------------
                       $5,987   $4,701   $3,393   $2,626   $1,963
                       ==========================================

Management considers the present allowance to be appropriate and adequate to
cover losses inherent in the loan portfolio based on the current economic
environment. However, future economic changes cannot be predicted. Deterioration
in economic conditions could result in an increase in the risk characteristics
of the loan portfolio and an increase in the provision for loan losses.

                                       24
<PAGE>

The following table presents a summary of non-performing assets as of December
31, ($000):

<TABLE>
<CAPTION>
                              2001                 2000                 1999                 1998                   1997
                              ----                 ----                 ----                 ----                   ----
                                   % of                 % of                 % of                 % of                   % of
                        Amount     Total     Amount     Total     Amount     Total     Amount     Total      Amount      Total
                        ----------------     ----------------     ----------------     -----------------     -------------------
<S>                      <C>       <C>        <C>       <C>        <C>       <C>        <C>         <C>       <C>         <C>
Non-Accrual Loans
Commercial               $335      40.1%      $595      65.7%      $272      70.7%      $  --       0.0%      $ 57        63.3%
Construction               --       0.0%        --       0.0%        --       0.0%         --       0.0%        --         0.0%
Commercial Mortgage       184      22.0%        --       0.0%        --       0.0%         --       0.0%        --         0.0%
Residential Mortgage      303      36.3%       288      31.8%        86      22.3%         --       0.0%        33        36.7%
Installment                13       1.6%        23       2.5%        27       7.0%         --       0.0%        --         0.0%
Credit Card                --       0.0%        --       0.0%        --       0.0%         --       0.0%        --         0.0%
Other                      --       0.0%        --       0.0%        --       0.0%         --       0.0%        --         0.0%

   Total                 $835     100.0%      $906     100.0%      $385     100.0%      $  --       0.0%      $ 90       100.0%
                         ===============      ===============      ===============      ================      =================

Loans 90 Days Past Due -
Still Accruing           $  5                 $ --                 $ --                 $  --                 $ --

Restructured due to
troubled conditions
of the borrower          $ --                 $ --                 $ --                 $  --                 $ --
</TABLE>




                                       25
<PAGE>

During 2001, the Corporation had seven non-performing commercial loans and
recognized $9,534 in interest income and would have recorded an additional
$25,191 in interest income if the loans had been accruing. Also, the Corporation
had one non-performing installment loan and recognized no interest income and
would have recorded $1,545 in interest income if the loan had been accruing. In
addition, the Corporation had six non-performing residential mortgage loans and
recognized $1,925 in interest income and would have recorded an additional
$24,785 in interest income if the loans had been accruing.

During 2000, the Corporation had eleven non-performing commercial loans and
recognized $55,432 in interest income and would have recorded an additional
$65,435 in interest income if the loans had been accruing. Also, the Corporation
had three non-performing installment loans and recognized $1,760 in interest
income and would have recorded an additional $2,176 in interest income if the
loans had been accruing. In addition, the Corporation had five non-performing
residential mortgage loans and recognized $7,095 in interest income and would
have recorded an additional $16,454 in interest income if the loans had been
accruing. The Corporation also had four non-performing credit cards and
recognized $167 in interest income and would have recorded an additional $1,821
in interest income if the loans had been accruing.

During 1999, the Corporation had two non-performing commercial loans and
recognized $43,771 in interest income and would have recorded an additional
$1,897 in interest income if the loans had been accruing. Also, the Corporation
had one non-performing installment loan and recognized $1,615 in interest income
and would have recorded an additional $1,921 in interest income if the loan had
been accruing. In addition, the Corporation had one non-performing residential
mortgage loan and recognized $4,563 in interest income and would have recorded
an additional $1,483 in interest income if the loan had been accruing.

During 1998, the Corporation had one non-performing commercial loan and
recognized no interest income on the loan. The loan was charged off in February
1998. If the loan had been accruing, $2,041 in interest income would have been
recognized. Also, the Corporation had one non-performing residential mortgage
loan and recognized no interest income on the loan. The loan was charged off in
June 1998. If the loan had been accruing, $1,327 in interest income would have
been recognized.

During 1997, the Corporation had one non-performing commercial loan and
recognized no interest income on the loan. If the loan had been accruing,
$10,195 in interest income would have been recognized. Also, the Corporation had
one non-performing residential mortgage loan. A total of $943 was included in
interest income and if the loan had been accruing, an additional $806 would have
been recorded.

The Corporation had no restructured loans due to troubled conditions of the
borrower in any of the years presented in the above table.

                                       26
<PAGE>

The following table shows the composition of the Bank's deposit portfolio as of
the dates indicated (in 000's):

<TABLE>
<CAPTION>
                                                              December 31
                                                              -----------
                                       2001                       2000                        1999
                                       ----                       ----                        ----
                                                % of                       % of                        % of
                                   Amount      Total          Amount      Total          Amount       Total
                              -----------------------     ----------------------     -----------------------
<S>                               <C>         <C>            <C>         <C>            <C>          <C>
TYPES OF DEPOSITS
Demand                            $94,874     23.82%         $84,977     28.41%         $66,799      28.07%
MMDA/Savings                      303,375     76.18%         214,168     71.59%         171,147      71.93%

                              -----------------------     ----------------------     -----------------------
   Total Demand Deposits          398,249    100.00%         299,145    100.00%         237,946     100.00%
                                          ===========                ===========                ============

CDs < $100,000                     61,724     57.22%          62,076     55.78%          65,024      60.73%
CDs > $100,000                     35,755     33.14%          39,873     35.83%          34,279      32.02%
Individual Retirement Accounts     10,397      9.64%           9,340      8.39%           7,759       7.25%
                              -----------------------     ----------------------     -----------------------
   Total Certificates of Deposit  107,876    100.00%         111,289    100.00%         107,062     100.00%
                                          ===========                ===========                ============
                              ------------                -----------                -----------
      Total Deposits             $506,125                   $410,434                   $345,008
                              ============                ===========                ===========
</TABLE>


The Corporation experienced a decrease in cash and cash equivalents, its primary
source of liquidity, of $21,792,118 during 2001. During 2000, it experienced an
increase of $21,826,942. The primary financing activity for 2001 was deposit
growth which provided net cash of $95,691,810 and security repurchase agreements
which provided net cash of $10,890,378. The primary financing activity for 2000
was deposit growth which provided net cash of $65,425,432 and security
repurchase agreements which provided net cash of $17,266,237. Lending used
$90,612,302 during 2001 and $50,255,788 during 2000. The Corporation's
management believes its liquidity sources are adequate to meet its operating
needs and does not know of any trends, events or uncertainties that may result
in a significant adverse effect on the Corporation's liquidity position.


                                       27
<PAGE>

The following table illustrates the projected maturities and the repricing
mechanisms of the major asset/liabilities categories of the Corporation as of
December 31, 2001, based on certain assumptions. No prepayment rate assumptions
have been made for the loan portfolio. Maturity and repricing dates for
investments have been projected by applying the assumptions set forth below to
contractual maturity and repricing dates.

<TABLE>
<CAPTION>
                                                                0 - 180        181 - 365          1 - 2          2 - 3
                                                                  days           days             years          years
                                                                  ----           ----             -----          -----
<S>                                                         <C>             <C>             <C>             <C>
Interest Earning Assets:
    Fed Funds/ Overnight Time                               $  31,454,204
    Reverse repurchase agreements                             120,000,000
    Investments                                                 4,137,385      11,146,457       8,330,850      5,505,129
    Loans
          Commercial & Industrial
                Fixed                                          16,232,455       8,881,098      15,608,121     11,584,325
                Variable                                       81,453,601
          Commercial Loans Secured by Real Estate
                Fixed                                           9,758,505       6,519,615      14,879,054     11,732,042
                Variable                                        2,727,044
          Residential Loans Secured by Real Estate
                Fixed                                           2,074,053       2,073,112       4,146,224      4,146,365
                Variable                                       83,453,379       8,212,248      13,135,368     14,113,173
          Other
                Fixed                                             951,353         824,245       1,481,857      1,243,809
                Variable                                       30,025,380      11,498,408              --             --
                                                            --------------------------------------------------------------
Total Interest Earning Assets                               $ 382,267,359   $  49,155,183   $  57,581,474  $  48,324,843
Non-Interest Earning Assets
                                                            --------------------------------------------------------------
Total Assets                                                $ 382,267,359   $  49,155,183   $  57,581,474  $  48,324,843
                                                            ==============================================================

Interest Bearing Liabilities:
    Demand Deposits                                         $      49,882
    Interest Bearing Demand                                    57,956,901
    Savings Deposits
    Money Market Accounts                                     240,711,658
    Certificate of Deposits                                    30,353,971      18,202,032      12,535,699      5,546,113
    Jumbo CDs                                                  17,871,895      10,464,865       3,826,371      4,160,861
    Repurchase Agreements                                      68,351,632
    FHLB Advances                                                              10,000,000       6,000,000     10,000,000
    Company obligated mandatorily redeemable preferred
          capital securities of subsidiary trust holding
          solely the junior subordinated debentures of the
          parent company
                                                            --------------------------------------------------------------
Total Interest Bearing Liabilities                          $ 415,295,939   $  38,666,897   $  22,362,070  $  19,706,974
Non-Interest Bearing Liabilities
Equity
                                                            --------------------------------------------------------------
Total Liabilities & Shareholders' Equity                    $ 415,295,939   $  38,666,897   $  22,362,070  $  19,706,974
                                                            ==============================================================
Interest Sensitivity Gap per Period                         $ (33,028,580)  $  10,488,286   $  35,219,404  $  28,617,869
Cumulative Interest Sensitivity Gap                         $ (33,028,580)  $ (22,540,294)  $  12,679,110  $  41,296,979

Interest Sensitivity Gap as a Percentage of Earning Assets         -5.14%            1.63%           5.48%          4.45%
Cumulative Sensitivity Gap as a
    Percentage of Earning Assets                                   -5.14%           -3.51%           1.97%          6.43%





                                                                 3 - 5          5 +         Non-interest
                                                                 years          years         Earning         Total
                                                                 -----          -----         -------         -----
Interest Earning Assets:
    Fed Funds/ Overnight Time                                                                             $  31,454,204
    Reverse repurchase agreements                                                                           120,000,000
    Investments                                                   785,258      9,143,546                     39,048,625
    Loans
          Commercial & Industrial
                Fixed                                          12,027,833      3,978,937        334,763      68,647,532
                Variable                                                                                     81,453,601
          Commercial Loans Secured by Real Estate
                Fixed                                          20,039,094     16,416,330        184,177      79,528,817
                Variable                                                                                      2,727,044
          Residential Loans Secured by Real Estate
                Fixed                                           8,289,252     12,899,847                     33,628,853
                Variable                                       16,054,249             --        303,537     135,271,954
          Other
                Fixed                                           2,024,596          8,389      2,744,465       9,278,714
                Variable                                               --             --             --      41,523,788
                                                            -----------------------------------------------------------
Total Interest Earning Assets                               $  59,220,282  $  42,447,049  $   3,566,942   $ 642,563,132
Non-Interest Earning Assets                                                                  28,133,958      28,133,958
                                                            -----------------------------------------------------------
Total Assets                                                $  59,220,282  $  42,447,049  $  31,700,900   $ 670,697,090
                                                            ===========================================================

Interest Bearing Liabilities:
    Demand Deposits                                                                       $  94,824,538   $  94,874,420
    Interest Bearing Demand                                                                                  57,956,901
    Savings Deposits                                                                          4,706,849       4,706,849
    Money Market Accounts                                                                                   240,711,658
    Certificate of Deposits                                     2,653,260      1,697,716                     70,988,791
    Jumbo CDs                                                     441,082        121,670                     36,886,744
    Repurchase Agreements                                                                                    68,351,632
    FHLB Advances                                              18,000,000      6,000,000                     50,000,000
    Company obligated mandatorily redeemable preferred                        13,500,000                     13,500,000
          capital securities of subsidiary trust holding
          solely the junior subordinated debentures of the
          parent company
                                                            -----------------------------------------------------------
Total Interest Bearing Liabilities                          $  21,094,342  $  21,319,386  $  99,531,387   $ 637,976,995
Non-Interest Bearing Liabilities                                                              4,250,093       4,250,093
Equity                                                                                       28,470,002      28,470,002
                                                            -----------------------------------------------------------
Total Liabilities & Shareholders' Equity                    $  21,094,342  $  21,319,386  $ 132,251,482   $ 670,697,090
                                                            ===========================================================
Interest Sensitivity Gap per Period                         $  38,125,940  $  21,127,663  $(100,550,582)
Cumulative Interest Sensitivity Gap                         $  79,422,919  $ 100,550,582  $          --

Interest Sensitivity Gap as a Percentage of Earning Assets           5.93%          3.29%        -15.65%
Cumulative Sensitivity Gap as a
    Percentage of Earning Assets                                    12.36%         15.65%          0.00%
</TABLE>

                                       28
<PAGE>

Capital Resources

The Corporation's only source of capital since commencing operations has been
from issuance of common stock, results of operations, issuance of long term debt
to a non-affiliated third party, and the issuance of company obligated
mandatorily redeemable preferred capital securities.

On March 26, 1999, the Corporation entered into a $7,500,000 Revolving Credit
Agreement with Harris Trust and Savings Bank maturing December 31, 2005.
Effective September 29, 2000, the aggregate amount of the revolving line of
credit was reduced from $7,500,000 to $5,000,000 and the maturity date was
changed from December 31, 2005 to September 28, 2001. The line was renewed
September 28, 2001 and the new maturity date is September 28, 2002. At December
31, 2001 and 2000, $0 was outstanding, respectively. Several interest rate
options, including an adjusted LIBOR rate, are available to the Corporation on
any amounts drawn on the line. Interest payments are due quarterly. The
Corporation also pays a commitment fee of .25% per annum on the average daily
unused portion of the line of credit. The line is collateralized by the issued
and outstanding stock of the Bank. In addition, this agreement requires the
maintenance of certain ratios and compliance with various other restrictive
covenants.

In September 2000, the Trust, which is wholly owned by the Corporation, issued
$13,500,000 of company obligated mandatorily redeemable capital securities. The
proceeds from the issuance of the capital securities and common securities of
$418,000 were used by the Trust to purchase from the Corporation $13,918,000
Fixed Rate Junior Subordinated Debentures. The capital securities mature
September 6, 2030, and have a fixed interest rate of 10.60%. The net proceeds
received by the Corporation from the sale of capital securities were used for
general corporate purposes. The indenture, dated September 7, 2000, requires
compliance with certain non-financial covenants.

The Bank has incurred indebtedness pursuant to FHLB advances as follows:

                         Amount             Rate              Maturity
                         ------             ----              --------
                    $10,000,000             7.03%             07/17/2002
                      6,000,000             5.66%             09/04/2003
                      5,000,000             5.39%             02/26/2004
                      5,000,000             5.15%             04/23/2004
                      5,000,000             5.14%             08/01/2005
                      3,000,000             5.39%             10/03/2005
                      5,000,000             5.43%             03/16/2006
                      5,000,000             5.32%             05/08/2006
                      3,000,000             5.57%             08/13/2007
                      3,000,000             5.55%             10/02/2008
                  -------------
                    $50,000,000

The Bank may add indebtedness of this nature in the future if determined to be
in the best interest of the Bank.

In late 1995, the Corporation increased its common stock by approximately
$5,000,000 with the sale of 400,000 shares. Capital for the Corporation is above
regulatory requirements at December 31, 2001. Pertinent capital ratios for the
Corporation as of December 31, 2001 are as follows:

                                                                  Minimum
                                               Actual           Requirements
                                               ------           ------------

Tier 1 risk-based capital ratio                  8.4%               4.0%
Total risk-based capital ratio                  10.6%               8.0%
Leverage ratio                                   5.6%               4.0%

Dividends from the Bank to the Corporation may not exceed the undivided profits
of the Bank (included in consolidated retained earnings) without prior approval
of a federal regulatory agency. In addition, Federal banking laws limit the
amount of loans the Bank may make to the Corporation, subject to certain
collateral requirements. No dividends were declared, or loans made, during 2001
or 2000 by the Bank to the Corporation.

                                       29
<PAGE>

Forward-Looking Statements

The sections that follow, Quantitative and Qualitative Disclosures about Market
Risk, contain certain forward-looking statements (as defined in the Private
Securities Litigation Reform Act of 1995). These forward-looking statements
involve significant risks and uncertainties including changes in general
economic and financial market conditions, the Corporation's ability to execute
its business plans. Although the Corporation believes the expectations reflected
in such forward-looking statements are reasonable, actual results may differ
materially.


Item 7A.  Quantitative and Qualitative Disclosures about Market Risk
--------------------------------------------------------------------

Market risk is the risk of loss due to adverse changes in market prices and
rates. The Corporation's market risk arises primarily from interest rate risk
inherent in its lending and deposit taking activities. Management actively
monitors and manages its interest rate exposure.

The Corporation's profitability is affected by fluctuations in interest rates. A
sudden and substantial increase in interest rates may adversely impact the
Corporation's earnings to the extent that the interest rates earned by assets
and paid on liabilities do not change at the same speed, to the same extent, or
on the same basis. The Corporation monitors the impact of changes in interest
rates on its net interest income. The Corporation attempts to maintain a
relatively neutral gap between earning assets and liabilities at various time
intervals to minimize the effects of interest rate risk. The Corporation also
performs a 200 basis point upward and downward interest rate shock and makes
sure that there is not an adverse impact on its annual net interest income.

The following table shows the impact of a 200 basis point upward shock on the
Corporation's Gap Report as of December 31, 2001 (in $000's):

Current                                  Cost/Revenue
                              Under 1 Year    Over 1 Year        Total
                              ------------    -----------        -----
Assets                           $19,083        $15,467         $34,550
Liabilities / Equity              11,193          3,985          15,178
                                 -------        -------         -------
Net Interest Income              $ 7,890        $11,482         $19,372

Shock Calculation                        Cost/Revenue
                              Under 1 Year    Over 1 Year        Total
                              ------------    -----------        -----
Assets                           $25,227        $15,969         $41,196
Liabilities / Equity              15,708          3,985          19,693
                                 -------        -------         -------
Net Interest Income              $ 9,519        $11,984         $21,503


Summary:

Net interest income - current    $19,372
Net interest income - shocked     21,503
                                 -------
Change $                         $ 2,131
Change %                           9.91%


                                       30
<PAGE>

The following table shows the impact of a 200 basis point downward shock on the
Corporation's Gap Report as of December 31, 2001 (in $000's):

Current                                  Cost/Revenue
                              Under 1 Year    Over 1 Year        Total
                              ------------    -----------        -----
Assets                           $19,083        $15,467         $34,550
Liabilities / Equity              11,193          3,985          15,178
                                 -------        -------         -------
Net Interest Income              $ 7,890        $11,482         $19,372

Shock Calculation                        Cost/Revenue
                              Under 1 Year    Over 1 Year        Total
                              ------------    -----------        -----
Assets                           $13,691        $14,214         $27,905
Liabilities / Equity               5,590          3,985           9,575
                                 -------        -------         -------
Net Interest Income              $ 8,101        $10,229         $18,330


Summary:

Net interest income - current    $19,372
Net interest income - shocked     18,330
                                 -------
Change $                         $(1,042)
Change %                           -5.68%



                                       31
<PAGE>

Item 8.  Financial Statements and Supplementary Data
----------------------------------------------------


                         Report of Independent Auditors


Board of Directors
The National Bank of Indianapolis Corporation


We have audited the accompanying consolidated balance sheets of The National
Bank of Indianapolis Corporation as of December 31, 2001 and 2000, and the
related consolidated statements of income, shareholders' equity and cash flows
for each of the three years in the period ended December 31, 2001. These
financial statements are the responsibility of the Corporation's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of The National Bank
of Indianapolis Corporation at December 31, 2001 and 2000, and the consolidated
results of its operations and its cash flows for each of the three years in the
period ended December 31, 2001, in conformity with accounting principles
generally accepted in the United States.



January 25, 2002

                                       32
<PAGE>

<TABLE>
<CAPTION>
                             The National Bank of Indianapolis Corporation
                                      Consolidated Balance Sheets
                                                                         December 31
                                                                    2001             2000
                                                               ------------------------------
<S>                                                            <C>              <C>
Assets
Cash and due from banks                                        $  34,844,360    $  56,636,478
Reverse repurchase agreements                                    120,000,000               --
Federal funds sold                                                14,254,204       15,533,453
Available-for-sale securities                                     27,256,474       77,038,974
Held-to-maturity securities                                        8,390,651       10,250,372
                                                               ------------------------------
Total investment securities                                       35,647,125       87,289,346
Loans                                                            452,060,303      361,601,708
   Less:  Allowance for loan losses                               (5,986,965)      (4,700,672)
                                                               ------------------------------
Net loans                                                        446,073,338      356,901,036
Premises and equipment                                             9,257,236        8,242,484
Accrued interest receivable                                        2,826,831        3,443,503
Stock in federal banks                                             3,401,500        2,089,200
Other assets                                                       4,392,496        3,631,326
                                                               ------------------------------
Total assets                                                   $ 670,697,090    $ 533,766,826
                                                               ==============================

Liabilities and shareholders' equity
Deposits:
   Noninterest-bearing demand deposits                         $  94,874,420    $  84,977,377
   Money market and saving deposits                              303,375,408      214,167,590
   Time deposits over $100,000                                    36,886,744       41,092,240
   Other time deposits                                            70,988,791       70,196,346
                                                               ------------------------------
Total deposits                                                   506,125,363      410,433,553
Security repurchase agreements                                    68,351,632       57,461,254
FHLB advances                                                     50,000,000       24,000,000
Company obligated mandatorily redeemable preferred
   capital securities of subsidiary trust holding solely the
   junior subordinated debentures of the parent company           13,500,000       13,500,000
Other liabilities                                                  4,250,093        3,712,213
                                                               ------------------------------
Total liabilities                                                642,227,088      509,107,020

Shareholders' equity:
   Common stock, no par value:
     Authorized shares; 2001 and 2000-3,000,000
     Issued and outstanding shares; 2001-1,965,944;
       2000-1,956,962                                             20,883,428       20,665,160
   Unearned compensation                                            (439,790)        (598,711)
   Retained earnings                                               7,963,066        4,593,023
   Accumulated other comprehensive income                             63,298              334
                                                               ------------------------------
Total shareholders' equity                                        28,470,002       24,659,806
                                                               ------------------------------
Total liabilities and shareholders' equity                     $ 670,697,090    $ 533,766,826
                                                               ==============================
</TABLE>

See accompanying notes.

                                       33
<PAGE>

<TABLE>
<CAPTION>
                              The National Bank of Indianapolis Corporation
                                    Consolidated Statements of Income

                                                                 Years ended December 31
                                                          2001            2000           1999
                                                      -------------------------------------------
<S>                                                   <C>            <C>             <C>
Interest income:
   Interest and fees on loans                         $ 30,798,679   $ 28,244,569    $ 20,639,845
   Interest on investment securities                     6,154,280      5,718,341       4,420,281
   Interest on federal funds sold                        1,045,685      1,355,758       1,187,062
   Interest on reverse repurchase agreements               802,762             --              --
                                                      -------------------------------------------
Total interest income                                   38,801,406     35,318,668      26,247,188

Interest expense:
   Interest on deposits                                 13,919,427     14,723,423      11,625,462
   Interest on repurchase agreements                     3,156,276      3,003,715       1,603,397
   Interest on FHLB advances                             2,434,022      1,142,990         806,777
   Interest on long-term debt                            1,443,135        915,555         319,274
                                                      -------------------------------------------
Total interest expense                                  20,952,860     19,785,683      14,354,910
                                                      -------------------------------------------
Net interest income                                     17,848,546     15,532,985      11,892,278

Provision for loan losses                                1,440,000      1,440,000       1,010,000
                                                      -------------------------------------------
Net interest income after provision for loan losses     16,408,546     14,092,985      10,882,278

Other operating income:
   Trust fees and commissions                            2,051,864      1,670,431       1,279,621
   Service charges and fees on deposit accounts          1,649,962        902,147         539,468
   Building rental income                                  474,298        683,984         636,048
   Net gain (loss) on sale of mortgage loans               435,058         (1,008)         66,698
   Interchange income                                      467,278        399,126         257,249
   Other income                                            844,113        623,250         583,354
                                                      -------------------------------------------
Total other operating income                             5,922,573      4,277,930       3,362,438

Other operating expenses:
   Salaries, wages, and employee benefits                9,385,469      7,943,647       6,332,548
   Occupancy expense                                     1,418,344      1,214,008       1,102,170
   Furniture and equipment expense                         875,624        748,360         603,637
   Professional services                                   851,131        720,966         556,707
   Data processing                                       1,185,545        921,227         651,720
   Business development                                    661,702        499,683         383,889
   Other expenses                                        2,442,705      1,953,817       1,567,164
                                                      -------------------------------------------
Total other operating expenses                          16,820,520     14,001,708      11,197,835
                                                      -------------------------------------------
Net income before tax                                    5,510,599      4,369,207       3,046,881
   Federal and state income tax                          2,140,556      1,719,458       1,216,561
                                                      -------------------------------------------
Net income after tax                                  $  3,370,043   $  2,649,749    $  1,830,320
                                                      ===========================================

Basic earnings per share                              $       1.76   $       1.39    $       0.97
                                                      ===========================================

Diluted earnings per share                            $       1.55   $       1.24    $       0.88
                                                      ===========================================
</TABLE>

See accompanying notes.

                                       34
<PAGE>

<TABLE>
<CAPTION>
                                   The National Bank of Indianapolis Corporation
                                  Consolidated Statements of Shareholders' Equity

                                                                                      Accumulated
                                                                       Retained          Other
                                        Common         Unearned        Earnings       Comprehensive
                                         Stock       Compensation     (Deficit)       Income (Loss)        Total
                                   ---------------------------------------------------------------------------------
<S>                                   <C>             <C>             <C>              <C>              <C>
Balance at December 31, 1998          $19,747,320     $ (460,394)     $  112,954       $   (44,448)     $19,355,432

Comprehensive income:
   Net income                                   -               -      1,830,320                  -       1,830,320
   Other comprehensive income
     Net unrealized gain on
      investments, net of tax
      of $16,614                                -               -              -             19,692          19,692
                                                                                                    ----------------
Total comprehensive income                                                                                1,850,012

Issuance of stock (41,892 shares)         787,020       (684,000)              -                  -         103,020
Compensation earned                             -         327,380              -                  -         327,380
                                   ---------------------------------------------------------------------------------
Balance at December 31, 1999           20,534,340       (817,014)      1,943,274           (24,756)      21,635,844

Comprehensive income:
   Net income                                   -               -      2,649,749                  -       2,649,749
   Other comprehensive income
     Net unrealized gain on
      investments, net of tax
      of $219                                   -               -              -             25,090          25,090
                                                                                                    ----------------
Total comprehensive income                                                                                2,674,839

Issuance of stock (8,791 shares)          176,820        (81,000)              -                  -          95,820
Repurchase of stock (2,000 shares)       (46,000)               -              -                  -        (46,000)
Compensation earned                             -         299,303              -                  -         299,303
                                   ---------------------------------------------------------------------------------
Balance at December 31, 2000           20,665,160       (598,711)      4,593,023                334      24,659,806

Comprehensive income:
   Net income                                   -        -             3,370,043                  -       3,370,043
   Other comprehensive income
     Net unrealized gain on
      investments, net of tax
      of $41,517                                -               -              -             62,964          62,964
                                                                                                    ----------------
Total comprehensive income                                                                                3,433,007

Issuance of stock (10,782 shares)         262,818        (47,422)              -                  -         215,396
Repurchase of stock (1,800 shares)       (44,550)               -              -                  -        (44,550)
Compensation earned                             -         206,343              -                  -         206,343
                                   ---------------------------------------------------------------------------------
                                                                                                    ----------------
Balance at December 31, 2001         $ 20,883,428     $ (439,790)     $7,963,066         $   63,298    $ 28,470,002
                                   =================================================================================
</TABLE>

See accompanying notes.

                                       35
<PAGE>

<TABLE>
<CAPTION>
                                The National Bank of Indianapolis Corporation
                                    Consolidated Statements of Cash Flows

                                                                     Years ended December 31
                                                              2001             2000             1999
                                                        -----------------------------------------------
<S>                                                     <C>              <C>              <C>
Operating activities
Net income                                              $   3,370,043    $   2,649,749    $   1,830,320
Adjustments to reconcile net income to net
   cash provided by operating activities:
     Provision for loan losses                              1,440,000        1,440,000        1,010,000

     Depreciation and amortization                          1,070,855          935,882          758,900
     Stock compensation                                       110,000               --               --
     Net accretion of investments                          (1,652,102)      (1,349,135)      (1,213,816)
     Unearned compensation amortization                       206,343          299,303          327,380
     (Increase) decrease in:
       Accrued interest receivable                            616,672         (147,493)      (1,521,474)
       Other assets                                          (802,469)      (1,224,827)        (365,854)
     Increase in:
       Other liabilities                                      537,880        1,049,731          889,780
                                                        -----------------------------------------------
Net cash provided by operating activities                   4,897,222        3,653,210        1,715,236

Investing activities
Net change in federal funds sold                            1,279,249        1,768,851       (1,152,304)
Net change in reverse repurchase agreements              (120,000,000)              --               --
Proceeds from maturities of investment
   securities held to maturity                              3,954,061        2,953,285        5,174,107
Proceeds from maturities of investment
   securities available for sale                          175,020,797      191,818,216      132,636,137
Purchases of investment securities held to maturity        (3,363,863)      (5,765,926)      (2,302,070)
Purchases of investment securities available for sale    (123,524,709)    (221,333,698)    (110,210,306)
Net increase in loans                                     (90,612,302)     (50,255,788)     (83,873,785)
Purchases of premises and equipment                        (2,085,607)      (1,252,697)      (1,559,640)
                                                        -----------------------------------------------
Net cash used by investing activities                    (159,332,374)     (82,067,757)     (61,287,861)


Financing activities
Net increase in deposits                                   95,691,810       65,425,432       47,094,360
Increase in security repurchase agreements                 10,890,378       17,266,237       14,636,811
Increase in FHLB advances                                  26,000,000       10,000,000               --
Proceeds from issuance of long-term debt                           --        1,500,000        6,000,000
Repayment of long-term debt                                        --       (7,500,000)              --
Proceeds from issuance of capital securities                       --       13,500,000               --
Repurchase of stock                                           (44,550)         (46,000)              --
Proceeds from issuance of stock                               105,396           95,820          103,020
                                                        -----------------------------------------------
Net cash provided by financing activities                 132,643,034      100,241,489       67,834,191
                                                        -----------------------------------------------

Increase (decrease) in cash and cash equivalents          (21,792,118)      21,826,942        8,261,566
Cash and cash equivalents at beginning of year             56,636,478       34,809,536       26,547,970
                                                        -----------------------------------------------
Cash and cash equivalents at end of year                $  34,844,360    $  56,636,478    $  34,809,536
                                                        ===============================================

Interest paid                                           $  21,217,998    $  18,917,557    $  14,120,910
                                                        ===============================================
Income taxes paid                                       $   2,700,277    $   2,209,100    $   1,405,028
                                                        ===============================================

</TABLE>

See accompanying notes.

                                       36
<PAGE>

1. Organization and Accounting Policies

Organization

The National Bank of Indianapolis Corporation (the Corporation) was incorporated
in the State of Indiana on January 29, 1993. The Corporation subsequently formed
a de novo national bank, The National Bank of Indianapolis (the Bank), and a
statutory trust, NBIN Statutory Trust I (the Trust). The Bank is a wholly owned
subsidiary and commenced operations in December, 1993. The Trust was formed in
September, 2000 as part of the issuance of capital securities. The Corporation
and the Bank engage in a wide range of commercial, personal banking, and trust
activities primarily in Central Indiana.

The consolidated financial statements include the accounts of the Corporation,
the Bank, and the Trust with intercompany balances and transactions eliminated.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and interest-bearing deposits.
Interest-bearing deposits are available on demand.

Investment Securities

Investments in debt securities are classified as held-to-maturity or
available-for-sale. Management determines the appropriate classification of the
securities at the time of purchase and reevaluates such designation as of each
balance sheet date.

Debt securities are classified as held-to-maturity when the Corporation has the
positive intent and ability to hold the securities to maturity. Held-to-maturity
securities are stated at amortized cost.

Debt securities not classified as held-to-maturity are classified as
available-for-sale. Available-for-sale securities are stated at fair value, with
the unrealized gains and losses, net of tax, reported as a separate component of
shareholders' equity.

The amortized cost of debt securities classified as held-to-maturity or
available-for-sale is adjusted for amortization of premiums and accretion of
discounts to maturity, or in the case of mortgage-backed securities, over the
estimated life of the security. Such amortization is included in interest income
from investments and is computed using a method which approximates the
level-yield method. Interest and dividends are included in interest income from
investments. Realized gains and losses, and declines in value judged to be
other-than-temporary are included in net securities gains (losses). The cost of
securities sold is based on the specific identification method.

Loans

Interest income on commercial, mortgage and certain installment loans is accrued
on the principal amount of such loans outstanding. Loans are placed on
nonaccrual status when significant doubt exists as to the collectibility of
principal or interest.

Allowance for Loan Losses

The allowance for loan losses is established through provisions for loan losses
charged against income. Loans deemed to be uncollectible are charged against the
allowance for loan losses, and subsequent recoveries, if any, are credited to
the allowance. The allowance for loan losses related to loans that are
identified as impaired is based on discounted cash flows using the loan's
initial effective interest rate, or the fair value of the collateral for certain
collateral dependent loans. The Corporation collectively evaluates consumer
loans and loans secured by real estate for impairment as homogeneous loan
groups.


                                       37
<PAGE>

The allowance for loan losses is maintained at a level believed adequate by
management to absorb inherent losses in the loan portfolio. The determination of
the allowance is based on factors which, in management's judgment, deserve
recognition under existing economic conditions in estimating possible loan
losses. This evaluation is inherently subjective as it requires material
estimates including the amounts and timing of future cash flows expected to be
received on impaired loans that may be susceptible to significant change. The
allowance is increased by provisions for loan losses charged against income and
reduced by net charge-offs.

Mortgage Servicing Rights

Mortgage servicing rights are carried at their relative fair value and
separately from the loan asset. They are expensed in correlation to estimated
net servicing revenues. The capitalized mortgage servicing rights are assessed
for impairment based on the fair value of those rights.

Premises and Equipment

Premises and equipment are stated at cost less accumulated depreciation computed
by the straight-line method over their useful lives or, for leasehold
improvements, the remaining lease term.

Stock Based Compensation

Effective January 1, 2001, the Corporation began to compensate directors with
cash and stock. To employees, and to directors through December 31, 2000, the
Corporation grants stock options for a fixed number of shares with an exercise
price which approximates the fair value of shares at the date of grant. Expense
for director and employee compensation under stock option plans is based on
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees," (APB 25), with expense reported only if options are granted below
market price at grant date. Pro forma disclosures of net income and earnings per
share are provided as if the fair value method of Financial Accounting Standard
No. 123 were used for stock-based compensation.

Fair Values of Financial Instruments

The fair values of financial instruments are estimated using relevant market
information and other assumptions. Fair value estimates involve uncertainties
and matters of significant judgment concerning several factors, especially in
the absence of broad markets for particular items.

Earnings Per Share

Basic earnings per share is computed by dividing net income applicable to common
shareholders by the weighted average numbers of shares of common shares
outstanding for the period. Diluted earnings per share is computed by dividing
an adjusted net income by the sum of the weighted average number of shares and
the potentially dilutive shares that could be issued through stock award
programs or convertible securities.

Reclassifications

Certain amounts in the 2000 and 1999 financial statements have been reclassified
to conform with the 2001 presentation.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.


                                       38
<PAGE>

Comprehensive Income

Comprehensive income is defined as net income plus other comprehensive income,
which, under existing accounting standards includes unrealized gains and losses
on certain investments in debt and equity securities. Comprehensive income is
reported by the Corporation in the consolidated statements of shareholders'
equity.

2. Recent Accounting and Reporting Pronouncements

Statement of Financial Accounting Standard 141, "Business Combinations," and
Statement of Financial Accounting Standard 142, "Goodwill and Other Intangible
Assets," will become effective January 1, 2002 for the Corporation. Neither of
the standards is expected to have a material impact on the Corporation's
operations, accounting, or reporting.

3. Restrictions on Cash and Due From Bank Accounts

The Corporation is required to maintain average reserve balances with the
Federal Reserve Bank or as cash on hand or on deposit with a correspondent bank.
The required amount of reserve was approximately $25,000 and $4,156,000 at
December 31, 2001 and 2000, respectively.

4. Investment Securities

The following is a summary of available-for-sale securities and held-to-maturity
securities:

<TABLE>
<CAPTION>
                                                           Available-for-Sale Securities
                                    -----------------------------------------------------------------------
                                                           Gross              Gross           Estimated
                                           Amortized     Unrealized        Unrealized            Fair
                                             Cost          Gain               Loss               Value
                                    -----------------------------------------------------------------------
<S>                                     <C>             <C>                <C>              <C>
December 31, 2001
U.S. Treasury securities                $   2,113,700   $     12,385                        $   2,126,085
U.S. Government agencies                   23,262,121         88,863                           23,350,984
Collateralized mortgage obligations
                                            1,775,838          3,578       $        11          1,779,405
                                    -----------------------------------------------------------------------
                                        $  27,151,659   $    104,826       $        11      $  27,256,474
                                    =======================================================================
December 31, 2000
U.S. Treasury securities                $  13,988,088   $          -       $   (13,828)     $  13,974,260
U.S. Government agencies                   58,695,209         37,591           (25,477)        58,707,323
Collateralized mortgage obligations
                                            4,355,124          4,455            (2,188)         4,357,391
                                    -----------------------------------------------------------------------
                                        $  77,038,421   $     42,046       $   (41,493)     $  77,038,974
                                    =======================================================================
</TABLE>


                                       39
<PAGE>

4.  Investment Securities (cont'd)

<TABLE>
<CAPTION>
                                                               Held-to-Maturity Securities
                                       -----------------------------------------------------------------------
                                                                Gross           Gross             Estimated
                                              Amortized       Unrealized      Unrealized             Fair
                                                 Cost           Gain            Loss                Value
                                       -----------------------------------------------------------------------
<S>                                         <C>             <C>              <C>                 <C>
December 31, 2001
Collateralized mortgage obligations         $  2,696,147    $      6,816     $    21,832         $  2,681,131
Municipals                                     5,494,504         184,573               -            5,679,077
Other securities                                 200,000           1,925           1,028              200,897
                                       -----------------------------------------------------------------------
                                            $  8,390,651    $    193,314     $    22,860         $  8,561,105
                                       =======================================================================
December 31, 2000
Collateralized mortgage obligations         $  4,351,982    $      2,752     $   (19,048)        $  4,335,686
Municipals                                     5,456,729         157,334               -            5,614,063
Other securities                                 441,661           9,476          (2,307)             448,830
                                       -----------------------------------------------------------------------
                                            $ 10,250,372    $    169,562     $   (21,355)        $ 10,398,579
                                       =======================================================================
</TABLE>

There were no sales of investment securities in 2001 or 2000.

Investment securities with a carrying value of approximately $2,100,000 and
$59,500,000 at December 31, 2001 and 2000, respectively were pledged as
collateral for bankruptcy accounts to the U.S. Department of Justice, Treasury
Tax and Loan, and securities sold under agreements to repurchase.

The amortized cost and estimated fair value of debt and marketable equity
securities at December 31, 2001, by contractual maturity, are shown below.
Expected maturities will differ from contractual maturities because the issuers
of the securities may have the right to prepay obligations without prepayment
penalties.

                                                                 Estimated
                                               Amortized           Fair
                                                  Cost             Value
                                           ----------------------------------
Available-for-Sale
Due in one year or less                      $  12,372,558      $ 12,437,412
Due after one year through five years           14,779,101        14,819,062
                                           ----------------------------------
                                             $  27,151,659      $ 27,256,474
                                           ==================================
Held-to-Maturity
Due after one year through five years        $      75,000      $     76,429
Due after five years through ten years           5,619,505         5,803,545
Collateralized mortgage obligations              2,696,146         2,681,131
                                           ----------------------------------
                                             $   8,390,651      $  8,561,105
                                           ==================================


                                       40
<PAGE>

5. Loans and Loan Commitments

Loans consist of the following at December 31:

                                                      2001             2000
                                                 ------------------------------
Residential loans secured by real estate          $168,900,807    $145,260,170
Commercial loans secured by real estate             82,255,861      53,094,609
Other commercial and industrial loans              150,101,133     123,757,407
Loans to individuals for household, family, and
   other consumer expenditures                      50,802,502      39,489,522
                                                 ------------------------------
Total loans                                       $452,060,303    $361,601,708
                                                 ==============================

In the normal course of business, the Corporation has outstanding letters of
credit and loan commitments to meet the financing needs of its customers. At
December 31, 2001 and 2000, unused loan commitments totaled approximately
$164,847,211 and $124,762,804, respectively. Since some of these commitments are
expected to expire without being drawn upon, the outstanding amounts do not
necessarily represent future cash requirements.

Activity in the allowance for loan losses was as follows:

                                      2001            2000            1999
                                 ---------------------------------------------

Beginning balance                  $4,700,672      $3,392,587      $2,626,279
Loans charged off (net)              (153,707)       (131,915)       (243,692)
Provision for loan losses           1,440,000       1,440,000       1,010,000
                                 ---------------------------------------------
Ending balance                     $5,986,965      $4,700,672      $3,392,587
                                 =============================================

At December 31, 2001 thirteen loans with a combined balance of $835,000 were
considered to be impaired. At December 31, 2000 thirteen loans with a combined
balance of $906,000 were considered to be impaired. The average combined balance
of impaired loans during 2001 and 2000 was $973,000 and $495,000, respectively.

Loans are principally to borrowers in the Central Indiana area.

6. Premises and Equipment

Premises and equipment consist of the following at December 31:

                                                       2001           2000
                                                  -----------------------------
Land and improvements                               $2,270,444      $2,270,444
Building and improvements                            4,242,697       3,774,066
Construction in progress                               489,649          96,429
Leasehold improvements                               1,562,388       1,406,189
Furniture and equipment                              5,535,165       4,467,265
                                                  -----------------------------
                                                    14,100,343      12,014,393
Less accumulated depreciation and amortization      (4,843,107)     (3,771,909)
                                                  -----------------------------
Net premises and equipment                          $9,257,236      $8,242,484
                                                  =============================

Certain Corporation facilities and equipment are leased under various operating
leases. Rental expense under these leases was $240,913, $175,435, and $95,086
for 2001, 2000, and 1999, respectively.

                                       41
<PAGE>

6.  Premises and Equipment (cont'd)

Future minimum rental commitments under noncancelable leases are:

                       2002                       $     217,753
                       2003                             214,785
                       2004                             196,636
                       2005                             185,156
                       2006                             129,881
                    Thereafter                          362,752
                                              -----------------------
                                                    $ 1,306,963
                                              =======================

7. Loan Servicing

Mortgage loans serviced for others are not included in the accompanying
consolidated statements of financial condition. The unpaid principal balances of
mortgage loans serviced for others was $69,216,879 and $55,286,545 at December
31, 2001 and 2000, respectively.

8. Deposits

At December 31, 2001 the stated maturities of time deposits are as follows:

                                                                      Greater
                                                    Less than          Than
                                                     $100,000        $100,000
                                                  -----------------------------

Mature in three months or less                     $15,750,213      $11,657,284
Mature after three months through six months        14,603,758        6,214,611
Mature after six months through twelve months       18,202,032       10,464,865
Mature in 2002                                      12,535,699        3,826,371
Mature in 2003                                       5,546,113        4,160,861
Thereafter                                           4,350,976          562,752
                                                  -----------------------------
                                                   $70,988,791      $36,886,744
                                                  =============================

9. Other Borrowings

Security repurchase agreements are short-term borrowings that generally mature
within one to three days from the transaction date. At December 31, 2001 and
2000 the weighted average interest rate on these borrowings was 3.43% and 5.56%,
respectively.

All of the FHLB advances have a fixed interest rate and require monthly interest
payments. The principal balances for each of the advances is due at maturity.
The advances are collateralized by a pledge covering certain of the
Corporation's mortgage loans and investment securities.

                                       42
<PAGE>

9.  Other Borrowings (cont'd)

A schedule of the FHLB advances as of December 31, 2001 is as follows:

                             Amount           Rate        Maturity
               --------------------------------------------------------
                          $10,000,000         7.03%      07/17/2002
                            6,000,000         5.66%      09/04/2003
                            5,000,000         5.39%      02/26/2004
                            5,000,000         5.15%      04/23/2004
                            5,000,000         5.14%      08/01/2005
                            3,000,000         5.39%      10/03/2005
                            5,000,000         5.43%      03/16/2006
                            5,000,000         5.32%      05/08/2006
                            3,000,000         5.57%      08/13/2007
                            3,000,000         5.55%      10/02/2008
               -------------------------
                          $50,000,000
               =========================

On March 26, 1999, the Corporation entered into a $7,500,000 Revolving Credit
Agreement with Harris Trust and Savings Bank maturing December 31, 2005.
Effective September 29, 2000, the aggregate amount of the revolving line of
credit was reduced from $7,500,000 to $5,000,000 and the maturity date was
changed from December 31, 2005 to September 28, 2001. The line was renewed
September 28, 2001 and the new maturity date is September 28, 2002. At December
31, 2001 and 2000, $0 was outstanding, respectively. Several interest rate
options, including an adjusted LIBOR rate, are available to the Corporation on
any amounts drawn on the line. Interest payments are due quarterly. The
Corporation also pays a commitment fee of .25% per annum on the average daily
unused portion of the line of credit. The line is collateralized by the issued
and outstanding stock of the Bank. In addition, this agreement requires the
maintenance of certain ratios and compliance with various other restrictive
covenants.

In September of 2000, the Trust, which is wholly owned by the Corporation,
issued $13,500,000 of company obligated mandatorily redeemable capital
securities. The proceeds from the issuance of the capital securities and related
common securities of $418,000 were used by the Trust to purchase from the
Corporation $13,918,000 Fixed Rate Junior Subordinated Debentures. The capital
securities mature September 6, 2030, have a fixed interest rate of 10.60%, and
are guaranteed by the Bank. The net proceeds received by the Corporation from
the sale of the capital securities were used for general corporate purposes. The
indenture, dated September 7, 2000, requires compliance with certain
non-financial covenants.

10. Stock Option and Employee Benefit Programs

The Board of Directors of the Corporation adopted stock option plans for
directors and key employees at the initial formation of the Bank in 1993. The
Board of Directors authorized 130,000 shares in 1993, 90,000 shares in 1996, and
an additional 150,000 shares during 1999 to be reserved for issuance under the
Corporation's stock option plan. All of the options in these plans remain
exercisable for a period of 10 years from the date of issuance, subject to the
terms and conditions of the plans.

                                       43
<PAGE>

10.  Stock Option and Employee Benefit Programs (cont'd)

Shares subject to outstanding options are summarized as follows:

<TABLE>
<CAPTION>
                                                                  December 31
                                       2001                          2000                         1999
                         -----------------------------------------------------------------------------------------
                                            Weighted-                      Weighted-                   Weighted-
                                            Average                        Average                     Average
                                            Exercise                       Exercise                    Exercise
                               Options        Price         Options          Price        Options        Price
                         -----------------------------------------------------------------------------------------
<S>                             <C>          <C>            <C>             <C>            <C>           <C>
Options outstanding
  at beginning of year          316,500      $14.65         287,500         $13.95         190,000       $11.36
New options granted               4,000       23.00          31,000          21.13          97,500        19.00
Options forfeited                (5,000)      15.33          (2,000)         19.00            -                -
                         ---------------             ------------------              ---------------
Options outstanding
  at end of year                315,500      $14.75         316,500         $14.65         287,500       $13.95
                         ===============             ==================              ===============

Exercisable at year end         241,800      $13.47         220,500         $13.01         183,600       $11.76
  Weighted-average
  fair value of options
  granted during the year                     $9.32                          $9.77                        $8.55
</TABLE>

As of December 31, 2001 total shares which may be purchased under the plans is
316,500 with option prices ranging from $10.00 to $23.00. The weighted-average
remaining contractual life of those options is 5.3 years.

The Board of Directors also approved a restricted stock plan in 1993. Shares
reserved by the Corporation for the restricted stock plan include 50,000 shares
in 1993, 20,000 shares in 1996, and an additional 40,000 shares in 1999. Under
this plan, shares were issued in the proceeding years as detailed in the
following table. The Corporation recorded each stock issuance in shareholders'
equity with an offsetting contra-equity account, unearned compensation, equal to
the fair market value of the shares at the grant date. The unearned compensation
is amortized over the vesting period.

<TABLE>
<CAPTION>
   Fiscal           Number of
    Year             Shares        Shares             Unearned
   Ended             Issued       Forfeited         Compensation         Vesting Schedule       Date Fully Vested
------------------------------------------------------------------------------------------------------------------
<S>                   <C>            <C>               <C>         <C>                           <C>
    1994              48,000         1,500             $604,500        50% - July 1, 1998            July 1, 2000
                                                                    25% - January 1, 1999
                                                                       25% - July 1, 2000
    1997              19,500           700              242,332              20% per year         January 1, 2002
    1998               1,000             -               14,000              20% per year         January 1, 2003
    1999              36,000         2,000              646,000               5 yr. cliff           June 30, 2004
    2000               5,000             -              100,000               5 yr. cliff          March 16, 2005
    2001               3,000             -               69,000               5 yr. cliff        January 26, 2006
</TABLE>

In consideration of their efforts in organizing the Corporation and the Bank,
two officers/directors of the Corporation were issued warrants on October 18,
1993 to purchase an additional 345,500 common shares. The warrants became
exercisable, subject to certain regulatory conditions and restrictions, on
October 18, 1994 and will remain exercisable for a period of ten years
thereafter at a purchase price of $10 per share. During 1995, the Corporation
issued warrants to purchase an additional 76,875 common shares at a purchase
price of $12.50 to one officer/director. The 1995 warrants expire on July 20,
2005.


                                       44
<PAGE>

10. Stock Option and Employee Benefit Programs (cont'd)

The Corporation has elected to follow Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees" (APB 25) and related
Interpretations in accounting for its director and employee stock options,
restricted stock and warrants, because, as discussed below, the alternative fair
value accounting provided for under FASB Statement No. 123, "Accounting for
Stock-Based Compensation," requires use of option valuation models that were not
developed for use in valuing employee stock options. Under APB 25, because the
exercise price of the Corporation's director and employee stock options and
warrants equals the market price of the underlying stock on the date of grant,
no compensation expense is recognized.

Pro forma information regarding net income and earnings per share is required by
FASB Statement No. 123, which also requires that the information be determined
as if the Corporation has accounted for its stock options, restricted stock and
warrants granted under the fair value method of that Statement. The fair value
for the options and warrants was estimated at the date of grant using a
Black-Scholes option pricing model with the following weighted- average
assumptions: risk-free interest rate of 5.33%; a dividend yield of 0%;
volatility factor of the expected market price of the Corporation's common stock
of .001; and an expected life of the options of 10 years. The fair value for the
restricted stock issued in 1994 was estimated to equal the fair value of
unrestricted stock and be restricted for a weighted average of six years.

The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options which have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions including the expected stock price volatility. Because
the Corporation's director and employee stock options, restricted stock and
warrants have characteristics significantly different from those of traded
options, and because changes in the subjective input assumptions can materially
affect the fair value estimate, in management's opinion, the existing models do
not necessarily provide a reliable single measure of the fair value of its
director and employee stock options.

For purposes of pro forma disclosures, the estimated fair value of the options
is amortized to expense over their vesting periods. Also, for purposes of pro
forma disclosure, the estimated fair value of restricted stock issued in 1994 is
amortized to expense through June 30, 1998, when compensation was recorded for
these shares as a result of modifications of the restrictions. The Corporation's
pro forma information follows:

                                        2001           2000            1999
                                     -----------------------------------------

Pro forma net income                 $3,240,822     $2,442,758      $1,661,194
Pro forma earnings per share:
   Basic                             $     1.69     $     1.28      $      .88
   Diluted                           $     1.49     $     1.14      $      .80
..
The Corporation has a trusteed 401(k) retirement savings plan covering
substantially all employees and encouraging employee contributions. Employer
contributions include Board of Director discretionary contributions and the
matching of a portion of employee contributions. The Corporation expensed
approximately $146,000, $98,000, and $75,000 for employer contributions to the
plan during 2001, 2000, and 1999, respectively.

11. Dividend and Loan Limitation and Regulatory Capital Ratios

Dividends from the Bank to the Corporation may not exceed the undivided profits
of the Bank (included in consolidated retained earnings) without prior approval
of a federal regulatory agency. In addition, Federal banking laws limit the
amount of loans the Bank may make to the Corporation, subject to certain
collateral requirements. No dividends were declared, or loans made, during 2001
or 2000 by the Bank to the Corporation.

                                       45
<PAGE>

11.  Dividend and Loan Limitation and Regulatory Capital Ratios (cont'd)

The Federal Reserve Board has established standards for measuring capital
adequacy based on "risk-weighting" assets according to potential credit risk and
classifying capital into two tiers. At December 31, 2001, the Bank's Tier 1
capital, consisting of shareholders' equity, was $41,477,097. Tier 2 capital,
which consists of the allowance for loan losses, amounted to $5,543,205. Total
qualifying capital, combining Tier 1 and Tier 2 capital, therefore, amounted to
$47,020,302 and risk-weighted assets (including off-balance sheet exposures)
totaled $443,012,614 against which Tier 1 and Tier 1 plus Tier 2 capital are
compared to determine risk-based capital ratios. The capital adequacy standards
also require a minimum leverage ratio which represents the ratio of total
qualifying capital to total adjusted assets.

As shown in the following table, the Bank's regulatory capital ratios are as
follows:

<TABLE>
<CAPTION>
                                         2001                                   2000
                       -----------------------------------------------------------------------------
                                       Well        Adequately                 Well       Adequately
                         Actual    Capitalized    Capitalized    Actual   Capitalized   Capitalized
                       -----------------------------------------------------------------------------
<S>     <C>               <C>          <C>            <C>         <C>         <C>           <C>
   Tier 1 risk-based      9.4%         6.0%           4.0%        9.8%        6.0%          4.0%
   capital ratio
   Total risk-based       10.6%       10.0%           8.0%       11.1%       10.0%          8.0%
   capital ratio
   Leverage ratio         6.2%         5.0            4.0%        6.9%        5.0           4.0%
</TABLE>

12. Related Parties

Certain directors and principal shareholders of the Corporation, including their
families and companies in which they are principal owners, are loan customers of
and have other transactions with the Corporation or its subsidiary in the
ordinary course of business. The aggregate dollar amount of these loans was
approximately $7,251,832 and $5,813,418 on December 31, 2001 and 2000,
respectively. All of the loans made were on substantially the same terms,
including interest rate and collateral, as those prevailing at the time for
comparable transactions with unrelated parties. The amounts do not include loans
made in the ordinary course of business to companies in which officers or
directors of the Corporation are either officers or directors, but are not
principal owners, of such companies. During 2001, new loans to these parties
amounted to $1,480,000 and repayments amounted to $42,000.

13. Income Taxes

The Corporation applies a federal income tax rate of 34% and a state tax rate of
8.5% in the computation of tax expense or benefit. The provision for income
taxes consisted of the following:

                                      2001           2000           1999
                                --------------------------------------------
Current tax expense                $2,646,904     $2,262,449     $1,417,719
Deferred tax benefit                 (506,347)      (542,991)      (201,158)
                                --------------------------------------------
                                   $2,140,557     $1,719,458     $1,216,561
                                ============================================

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amount of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Deferred tax assets are
recognized for the estimated tax effects attributable to deductible temporary
differences and operating loss carryforwards, net of any valuation allowances
for amounts which may not be realized by the Corporation.

                                       46
<PAGE>

13.  Income Taxes (cont'd)

The components of the Corporation's net deferred tax assets in the consolidated
statement of condition as of December 31 are as follows:

                                                     2001         2000
                                                 ---------------------------
Deferred tax assets:
   Allowance for loan losses                       $2,371,437    $1,861,936
   Other                                              436,561       332,670
                                                 ---------------------------
     Total deferred tax assets                      2,807,998     2,194,606
Deferred tax liability:
   Mortgage servicing rights                         (293,952)     (185,586)
   Other                                              (40,197)         (219)
                                                 ---------------------------
     Total deferred tax liabilities                  (334,149)     (185,805)
                                                 ---------------------------
     Net deferred tax assets                       $2,473,849    $2,008,801
                                                 ===========================

14.  Commitments and Contingencies

The Corporation has committed to invest $500,000 in the CSC Tax Credit Fund for
the purpose of obtaining future tax credits. The investment funds will be used
for the construction of low-income housing. The investment is non-interest
bearing, and receipt of future tax credits are subject to the investee's
fulfillment of requirements as set forth by the Indiana Housing Finance
Authority. The Corporation expects to receive the investment principal in
approximately 10-15 years. However, the receipt of the principal in the future
is not guaranteed.

15. Fair Value of Financial Instruments

Statement No. 107, "Disclosures About Fair Value of Financial Instruments,"
requires disclosure of fair value information about financial instruments,
whether or not recognized in the balance sheet, for which it is practicable to
estimate that value. In cases where quoted market prices are not available, fair
values are based on estimates using present value or other valuation techniques.
Those techniques are significantly affected by the assumptions used, including
the discount rate and estimates of future cash flows. In that regard, the
derived fair value estimates cannot be substantiated by comparison to
independent markets and, in many cases, could not be realized in immediate
settlement of the instrument. Statement No. 107 excludes certain financial
instruments and all non-financial instruments from its disclosure requirements.
Accordingly, the aggregate fair value amounts presented do not represent the
underlying value of the Corporation.

The following methods and assumptions were used by the Corporation in estimating
its fair value disclosures for financial instruments:

     Cash and short-term investments: The carrying amounts reported in the
     balance sheet for cash and short-term investments approximate those assets'
     fair values due to the short maturity of those assets.

     Investment securities (including collateral mortgage obligations and stock
     in federal banks): Fair values for investment securities are based on
     quoted market prices, where available. If quoted market prices are not
     available, fair values are based on quoted market prices of comparable
     instruments.

     Loans receivable: For variable-rate loans that re-price frequently and with
     no significant change in credit risk, fair values are based on carrying
     values. The fair values for all other loans are estimated using discounted
     cash flow analyses, using interest rates currently being offered for loans
     with similar terms to borrowers of similar credit quality. The carrying
     amount of accrued interest approximates its fair value.

                                       47
<PAGE>

15.  Fair Value of Financial Instruments (cont'd)

     Deposit liabilities: The fair values disclosed for demand deposits,
     including interest-bearing and non-interest bearing accounts, passbook
     savings, and certain types of money market accounts are, by definition,
     equal to the amount payable on demand at the reporting date (i.e., their
     carrying amounts). Fair values for fixed-rate certificates of deposit are
     estimated using a discounted cash flow calculation that applies interest
     rates currently being offered on certificates to a schedule of aggregated
     expected monthly maturities on time deposits.

     Short-term borrowings: The carrying amounts of borrowings under repurchase
     agreements, and other short-term borrowings approximate their fair values
     due to variable interest rates.

     Long-term debt: The fair value of amounts of borrowings under a long-term
     revolving line of credit are based upon discounted cash flows using rates
     for similar debt with the same maturities.

     FHLB Advances: The fair value of FHLB advances are based upon discounted
     cash flows using rates for similar advances with the same maturities.

     Capital securities: The fair value of the preferred capital securities are
     based upon discounted cash flows using rates for similar securities with
     the same maturities.

     Off-balances-sheet instruments: Fair values of the Corporation's
     off-balance-sheet instruments are based on quoted fees currently charged to
     enter into similar agreements, taking into account the counterparties'
     credit standing.

The estimated fair values of the Corporation's financial instruments at December
31 are as follows:

<TABLE>
<CAPTION>
                                                     2001                               2000
                                        -----------------------------------------------------------------
                                           Carrying           Fair            Carrying           Fair
                                            Amount            Value             Amount           Value
                                        -----------------------------------------------------------------
<S>                                     <C>              <C>               <C>              <C>
Assets
Cash and due from banks                 $  34,844,360    $  34,844,360     $  56,636,478    $  56,636,478
Federal funds sold                         14,254,204       14,254,204        15,533,453       15,533,453
Reverse Repurchase Agreements             120,000,000      120,000,000                 -                -
Investment securities
   available-for-sale                      27,256,474       27,256,474        77,038,974       77,038,974
Investment securities
   held-to-maturity                         8,390,651        8,561,105        10,250,372       10,398,579
Stock in federal banks                      3,401,500        3,401,500         2,089,200        2,089,200
Net loans                                 446,073,338      458,142,957       356,901,036      356,364,804

Liabilities
Deposits                                  506,125,363      505,219,834       410,433,553      409,620,066
Short-term borrowings                      68,351,632       68,351,632        57,461,254       57,461,254
FHLB advances                              50,000,000       51,452,244        24,000,000       23,936,057
Capital securities                         13,500,000       14,754,919        13,500,000       14,667,799

Off-Balance-Sheet Instruments
Loan commitments                                    -          396,974                 -          272,902
Standby and commercial letters of
   credit                                           -           51,527                 -           46,399
</TABLE>


                                       48
<PAGE>

16. Earnings Per Share

Basic net income per common share is computed by dividing net income applicable
to common stock by the weighted average number of shares of common stock
outstanding during the period. Diluted net income per common share is computed
by dividing net income applicable to common stock by the weighted average number
of shares, nonvested stock and dilutive common stock equivalents outstanding
during the period. Common stock equivalents consist of common stock issuable
under the assumed exercise of warrants and stock options granted under the
Corporation's stock plans, using the treasury stock method. A computation of
earnings per share follows:

                                              2001         2000         1999
                                          -------------------------------------

Basic average shares outstanding            1,916,658    1,908,476    1,888,514
                                          =====================================

Net income                                 $3,370,043   $2,649,749   $1,830,320
                                          =====================================

Basic net income per common share          $    1.76    $   1.39     $    0.97
                                          =====================================

Diluted
   Average shares outstanding               1,916,658    1,908,476    1,888,514
   Nonvested restricted stock                  27,600       28,920       35,820
   Common stock equivalents
     Net effect of the assumed exercise
          of stock options                     80,040       69,164       45,831
      Net effect of the assumed
          exercise of warrants                149,521      138,227      113,974
                                          -------------------------------------
Diluted average shares                      2,173,819    2,144,787    2,084,139
                                          =====================================

Net income                                 $3,370,043   $2,649,749   $1,830,320
                                          =====================================

Diluted net income per common share        $    1.55    $    1.24    $    0.88
                                          =====================================

17. Parent Company Financial Statements

The condensed financial statements of the Corporation, prepared on a parent
company unconsolidated basis, are presented as follows:

Balance Sheet

                                                       December 31
                                                   2001           2000
                                               ---------------------------
Assets
Cash                                           $   642,034     $ 2,229,643
Investment in subsidiaries                      41,958,395      36,405,230
Other assets                                       389,000         438,019
                                               ---------------------------
Total assets                                   $42,989,429     $39,072,892
                                               ===========================

Liabilities and shareholders' equity
Other liabilities                              $   601,427     $   495,086
Subordinated debt                               13,918,000      13,918,000
                                               ---------------------------
Total liabilities                               14,519,427      14,413,086

Shareholders' equity                            28,470,002      24,659,806
                                               ---------------------------
Total liabilities and shareholders' equity     $42,989,429     $39,072,892
                                               ===========================

                                       49
<PAGE>

17. Parent Financial Statements (continued)

Statements of Income

<TABLE>
<CAPTION>
                                                                           Years ended December 31
                                                                      2001           2000           1999
                                                                  ----------------------------------------
<S>                                                               <C>            <C>            <C>
Interest income                                                   $    58,222    $   154,624    $    10,938
Interest expense                                                    1,443,135        915,555        319,274
Other operating expenses:
   Unearned compensation amortization                                 206,343        299,303        327,380
   Other expenses                                                     285,162         52,661         31,092
                                                                  ----------------------------------------
Total other operating expenses                                        491,505        351,964        358,472
                                                                  ----------------------------------------
Net loss before tax benefit and equity in undistributed
         net income of The National Bank of Indianapolis           (1,876,418)    (1,112,895)      (666,808)
Tax benefit                                                           756,260        490,356        296,326
                                                                  ----------------------------------------

Net loss before equity in undistributed net income of The
   National Bank of Indianapolis                                   (1,120,158)      (622,539)      (370,482)

Equity in undistributed net income of The National
   Bank of Indianapolis                                             4,490,201      3,272,288      2,200,802
                                                                  ----------------------------------------
Net income                                                        $ 3,370,043    $ 2,649,749    $ 1,830,320
                                                                  =========================================
</TABLE>

Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                           Years ended December 31
                                                                      2001            2000            1999
                                                                 --------------------------------------------
<S>                                                              <C>             <C>             <C>
Operating activities
Net income                                                       $  3,370,043    $  2,649,749    $  1,830,320
Adjustments  to reconcile net income to net cash provided
   by operating activities:
     Undistributed income of The National Bank of Indianapolis     (4,490,201)     (3,272,288)     (2,200,802)
     Unearned compensation amortization                               206,343         299,303         327,380
     (Increase) decrease in other assets                               49,019        (438,019)             --
     Increase in other liabilities                                    106,341         382,895          26,192
                                                                 --------------------------------------------
Net cash (used by) operating activities                              (758,455)       (378,360)        (16,910)

Investing activities
Capital contribution to The National Bank of Indianapolis          (1,000,000)     (5,500,000)     (6,000,000)
Capital contribution to NBIN Statutory Trust I                             --        (418,000)             --
                                                                 --------------------------------------------
Net cash used by investing activities                              (1,000,000)     (5,918,000)     (6,000,000)

Financing activities
Proceeds from issuance of stock                                       215,396          95,820         103,020
Repurchase of stock                                                   (44,550)        (46,000)             --
Proceeds of issuance of long-term debt                                     --      15,418,000       6,000,000
Repayment of long-term debt                                                --      (7,500,000)             --
                                                                 --------------------------------------------
Net cash provided by financing activities                             170,846       7,967,820       6,103,020
                                                                 --------------------------------------------

Increase (decrease) in cash and cash equivalents                   (1,587,609)      1,671,460          86,110

Cash and cash equivalents at beginning of year                      2,229,643         558,183         472,073
                                                                 --------------------------------------------
Cash and cash equivalents at end of year                         $    642,034    $  2,229,643    $    558,183
                                                                 ============================================
</TABLE>

                                       50
<PAGE>

18. Quarterly Results of Operations (Unaudited)

The following is a summary of the unaudited quarterly results of operations for
the years ended December 31, 2001 and 2000:

<TABLE>
<CAPTION>
                                March 31       June 30    September 30   December 31
                               -----------------------------------------------------
<S>                            <C>           <C>           <C>           <C>
2001

Interest income                $10,105,609   $10,088,267   $ 9,782,393   $ 8,825,137
Interest expense                 5,735,933     5,621,096     5,192,694     4,403,137
                               -----------------------------------------------------

Net interest income              4,369,676     4,467,171     4,589,699     4,422,000

Provision for loan losses          360,000       360,000       360,000       360,000
Other operating income           1,404,253     1,366,042     1,590,126     1,562,152
Other operating expense          4,045,373     4,059,737     4,389,298     4,326,112
                               -----------------------------------------------------

Net income before tax            1,368,556     1,413,476     1,430,527     1,298,040

Federal and state income tax       528,263       554,708       552,362       505,223
                               -----------------------------------------------------

Net income after tax           $   840,293   $   858,768   $   878,165   $   792,817
                               =====================================================

Basic earnings per share       $      0.44   $      0.45   $      0.46   $      0.41
Diluted earnings per share     $      0.39   $      0.40   $      0.40   $      0.36

2000

Interest income                $ 7,835,787   $ 8,375,370   $ 9,136,099   $ 9,971,412
Interest expense                 4,133,777     4,479,121     5,218,742     5,954,043
                               -----------------------------------------------------

Net interest income              3,702,010     3,896,249     3,917,357     4,017,369

Provision for loan losses          360,000       360,000       360,000       360,000
Other operating income             891,231     1,038,760     1,084,563     1,263,376
Other operating expense          3,388,968     3,464,215     3,457,465     3,691,060
                               -----------------------------------------------------

Net income before tax              844,273     1,110,794     1,184,455     1,229,685

Federal and state income tax       342,650       452,264       452,470       472,074
                               -----------------------------------------------------

Net income after tax           $   501,623   $   658,530   $   731,985   $   757,611
                               =====================================================


Basic earnings per share       $     0.26    $      0.35   $      0.38   $      0.40
Diluted earnings per share     $     0.24    $      0.31   $      0.34   $      0.35
</TABLE>

                                       51
<PAGE>


Item 9.  Changes in and Disagreements With Accountants on Accounting and
         Financial Disclosure.
------------------------------------------------------------------------

         None.


PART III

Item 10.  Directors and Executive Officers of the Registrant
------------------------------------------------------------

         The following sets forth information as to each director and executive
officer of the Corporation and the Bank as of December 31, 2001, including their
ages, present principal occupations, other business experience during the last
five years and directorships in other publicly held companies. Each individual's
service with the Corporation and the Bank began at the formation of the
Corporation in 1993, unless otherwise noted. In addition, all current directors
of the Corporation are also current directors of the Bank. Certain family
relationships exist among the directors of the Corporation. Michael S. Maurer
and Morris L. Maurer are cousins. There are no arrangements or understandings
between any of the directors pursuant to which any of them have been selected
for their respective positions.

         KATHRYN G. BETLEY - Age 59, Term Expires 2003. Ms. Betley, a director,
has been chairman of the board, secretary and co-owner of Romancing the Seasons,
a retail store located in Indianapolis, from 1989 through the present. Ms.
Betley is an active community volunteer in the Indianapolis area and is involved
with and serves on the boards of many civic organizations.

         JAMES M. CORNELIUS - Age 58, Term Expires 2004. James M. Cornelius
serves as non-executive Chairman of the Board of Guidant Corporation, a leading
cardiac and vascular medical device company (New York Stock Exchange: GDT),
whose global headquarters are located in Indianapolis, Indiana. He was elected
Chairman of the Board of Directors, and its senior executive, in September 1994
when the Company was formed. Mr. Cornelius relinquished his executive
responsibilities in 2000, upon retirement after 33 years of combined service to
Guidant and Eli Lilly and Company.

         From 1994 to 2000, Guidant sales had tripled to $2.5 billion, the
number of employees had grown from 5,000 to 10,000 and the Company's stock
market capitalization had increased from $1 billion to over $18 billion. Fortune
Magazine ranked Guidant 35th in their year 2000 list of "America's Most Admired
Companies" and has included Guidant in their annual listing of the "100 Best
Companies to Work for in America" on three occasions.

         While at Eli Lilly and Company, Mr. Cornelius was a member of the Board
of Directors, its Executive Committee, and Chief Financial Officer from 1983
until joining Guidant. He was instrumental in the successful IPO and subsequent
split-off of Guidant as an independent company from Lilly. In 1978 he was named
the initial director of acquistions for Lilly's Medical Device and Diagnostics
Division (MDD), the predecessor group to Guidant. He served as president and CEO
of IVAC Corporation in San Diego, CA from 1980-82, previously part of Lilly's
MDD division.

         In addition to Guidant, he serves on the public company Boards of The
Chubb Corporation, and Hughes Electronics. He was elected as the first
independent Director of the Israeli medical device start-up Given Imaging, now
listed on NASDAQ. He is also a member of the Board of Directors of American
United Mutual Insurance Holding Company and a founding Board member of The
National Bank of Indianapolis.

         He was previously a member of the Board of Directors of Lilly
Industries, DowElanco, Indiana National Bank, Indiana Bell Telephone Company,
and CompuServe. He has been active as a Board member of several Indianapolis
civic organziations and has served United Way of Central Indiana in multiple
leadership positions. He is currently Treasurer of the Board of Governors of the
Indianapolis Museum of Art, a member of the Board of Trustees at DePauw
University, and is President of the Cornelius Family Foundation.

                                       52
<PAGE>

         DAVID R. FRICK - Age 57, Term Expires 2003. Mr. Frick, a director, is
the executive vice president and chief legal and administrative officer of
Anthem Insurance Companies, Inc. (a health care management and health insurance
company). He served as managing partner of Baker & Daniels, one of Indiana's
largest law firms, from 1987 through 1992. Mr. Frick was engaged in the private
practice of law from 1969 to 1976, when he became Corporation Counsel and Deputy
Mayor of the City of Indianapolis. Mr. Frick returned to the private practice of
law in 1982 in Indianapolis. Mr. Frick is a member of the Board of Managers of
Anthem Prescription Management LLC, President and Director of Anthem Blue Cross
and Blue Shield Foundations, Inc. Mr. Frick is also a director of Anthem Benefit
Administrators, Inc., Anthem East, Inc., Anthem Financial, Inc., Anthem Health
Plans of Connecticut, Inc., Anthem Health Plans of Maine, Inc., Anthem Health
Plans of New Hampshire, Inc., Anthem Life Insurance Company, Anthem Midwest,
Inc., Anthem West, Inc., Associated Group, Inc., The Anthem Companies, Inc.,
AdminaStar Federal, Inc., AllMed Financial Corp., HMO Colorado, Inc,. Health
Care Ventures, Inc., Health Initiatives, Inc., Lease Partners, Inc., Matthew
Thornton Health Plan, Inc., Matthew Thornton Insurance, Inc., Northeast
Consolidated Services, Inc., Occupational Healthcare Management Services, Inc.,
Raffensperger, Hughes & Co., Inc., Rocky Mountain Administrative Services
Company, Inc., Rocky Mountain Health Care Corporation, Rocky Mountain Hospital
and Medical Service, Inc.

        ANDRE B. LACY - Age 62, Term Expires 2002. Mr. Lacy, a director, began
his career in 1961 with the predecessor of Lacy Diversified Industries, Inc. as
an analyst. Mr. Lacy held various positions with the company before becoming
chairman and chief executive officer of LDI, Ltd. (Limited Partnership) and its
subsidiaries. Its various entities include: Lacy Distributions, Inc.; Major
Video Concepts; Tucker-Rocky Distributing; Answer Products, Inc.; and
FinishMaster, Inc.

         Mr. Lacy was a director of Merchants National Bank & Trust Company and
Merchants National Corporation/National City Corporation from 1979 through 1992.
He also served as chairman of the Finance Committee and as a member of the
Executive Committee. Mr. Lacy is currently a director of IPALCO Enterprises,
Inc., Patterson Dental Co., Indianapolis Chamber of Commerce, Indiana Chamber of
Commerce, Economic Club of Indianapolis, Inc., Corporate Community Council,
Herff Jones, National Association of Wholesalers-Distributors; and FinishMaster,
Inc. He is also the Chairman of Community Leaders Allies for Superior Schools, a
Trustee of Hudson Institute, serves on the Board of Governors of United Way of
Central Indiana and is on the Board of Trustees of Rose-Hulman Institute of
Technology.

         G. BENJAMIN LANTZ, JR. - Age 65, Term Expires 2004. Dr. Lantz, a
director, was president of the University of Indianapolis from 1988 through May
1998. He is currently retired and now serves as an independent consultant. He
served approximately 18 years in the administration of various colleges before
he became vice president, administration and development at NESCO, Inc., a
privately held manufacturing, real estate and engineering company located in
Mayfield Heights, Ohio. Dr. Lantz's responsibilities included supervision of
legal counsel and corporate recruitment. Dr. Lantz was also involved in
acquisitions and divestitures and locating, analyzing and negotiating and
conducting due diligence activities for the purchase of companies. Dr. Lantz
also monitored corporate activities for four companies. He is a director of
Administar Federal Inc.

         WILLIAM J. LOVEDAY - Age 58, Term Expires 2004. Mr. Loveday, a
director, is currently the president and chief executive officer of Clarian
Health Partners, Inc. Mr. Loveday has served in that capacity since 1988. Mr.
Loveday is also a director of Indianapolis Life Insurance Company, Indiana
Health Industry Forum, Healthcare Research Development Institute, Inc., IUPUI
Board of Advisors, and Indiana Health and Hospital Association. From 1983 to
1988, Mr. Loveday was executive vice president and chief operating officer of
Memorial Medical Center of Long Beach, California.

                                       53
<PAGE>

         MICHAEL S. MAURER - Age 59, Term Expires 2004. Mr. Maurer, the chairman
of the board of the Corporation and the Bank, was self-employed as an attorney
from 1969 through 1988. In 1987 Mr. Maurer became chief executive officer and
fifty percent owner of MYSTAR Corp., a broadcasting company which owns
Indianapolis radio stations WTPI-FM, WZPL-FM and WMyS-AM. In 1990 Mr. Maurer
became chief executive officer and fifty percent owner of IBJ Corp., a
publishing company which owns The Indianapolis Business Journal, The Court and
Commercial Record, Indiana Lawyer, and Senior Beacon. From April 1991 through
December 1992, Mr. Maurer served as a director and member of the Executive
Committee of Merchants National Bank/National City Bank, Indianapolis, Indiana.
Mr. Maurer is currently chairman of the board of MyStar Communications and IBJ
Corporation. He is also a director of Jewish Community Relations Council,
Indianapolis Chamber of Commerce, Central Indiana Corporate Partnership, Inc.,
Greater Indianapolis Progress Committee and is a member of Indiana Square, LLC.

         MORRIS L. MAURER - Age 50, Term Expires 2002. Mr. Maurer is the
president, chief executive officer and a director of the Corporation and the
Bank. He was employed by Indiana National Bank/INB Financial Corporation from
1975 through 1992. In Mr. Maurer's capacity as senior vice president, he was
responsible for corporate-wide strategic planning, venture capital, chairman of
corporate and lead bank ALCO committees, mergers and acquisitions, and economic
research. As chief financial officer, Mr. Maurer was responsible for general
accounting, controller, investment, funds desk, security sales and brokerage
functions. In addition, Mr. Maurer was a member of the executive management
committee, and chairman of the state-wide bank integration committee. Mr. Maurer
is a director of Historic Landmarks Foundation of Indiana, serves as the
Treasurer of Indianapolis Civic Theatre and is a Trustee of Indianapolis Museum
of Art.

         PHILIP B. ROBY - Age 58, Term Expires 2003. Mr. Roby is the executive
vice president, chief operating officer and a director of the Corporation and
the Bank and is also the chief lending officer of the Bank. He began his career
at Indiana National Bank in 1965 in its Management Training Program. During the
years between 1967 to 1973, Mr. Roby worked as a Commercial Lending Officer and
Correspondent Banking Officer at Indiana National Bank. In 1973, he was named
manager of the Commercial Credit Department with responsibility for the
Commercial Credit Training Program in Commercial Loan Analysis. In 1975, he
became president of two real estate subsidiaries of the parent holding company,
Indiana National Financial Corporation.

         From 1978 to 1990, he held the position of senior vice president and
division head of the Metropolitan Division. Mr. Roby served as a member of the
Commercial Loan Committee during this period. In 1990, Mr. Roby became president
of INB Banking Company, Northeast, an affiliate bank of INB Financial
Corporation, located in Fort Wayne, Indiana. Subsequent to the INB merger with
NBD Bancorp, he was elected executive vice president and senior commercial
lending officer for the Northeast Region of the merged bank and was also named
one of the eight members of the Senior Indiana Loan Committee of NBD Indiana,
Inc.

         Mr. Roby currently serves as chairman of Noble Foundation, YMCA of
Greater Indianapolis, and Lynx Capital Corporation. In addition, Mr. Roby is a
board member of Marion County Commission on Youth, Greater Indianapolis Progress
Committee, Indiana Organ Procurement Organization, Inc., and Urban Economic
Development Initiative.

         TODD H. STUART - Age 36, Term Expires 2002. Mr. Stuart, a director, has
been employed by Stuart's Household Furniture Moving & Storage, Inc., a
household and commercial moving, packing and warehousing business since 1983. As
vice president of the company, Mr. Stuart's responsibilities include sales,
daily operations and supervision of more than 40 employees. Mr. Stuart is a
director of Brightpoint, Inc. and is on the Board of Governors of the
Indianapolis Museum of Art.

         DEBRA L. ROSS - Age 40. Ms. Ross is the chief financial officer of the
Corporation and the Bank. She was employed as a staff accountant at KPMG-Peat
Marwick from 1987 to 1989. From 1989 to 1993 she was employed by Summit Bank as
assistant vice president and assistant controller, where she was responsible for
developing and administering accounting policies and procedures, regulatory
reporting, financial analysis, budgeting, and directing and supervising the
activities of the accounting and cash management departments.

                                       54
<PAGE>

Executive Officers of the Corporation
-------------------------------------

         The executive officers of the Corporation, all of whom serve for a one
year term, consist of Michael S. Maurer, chairman of the board; Morris L.
Maurer, president and chief executive officer; Philip B. Roby, executive vice
president, chief operating officer and chief lending officer; and Debra L. Ross,
chief financial officer.

ITEM 11.  Executive Compensation
--------------------------------

Compensation of Directors
-------------------------

         To assist in attaining profitability, prior to 2001 Directors of the
Corporation and the Bank were compensated for their services as directors solely
by the grant of stock options. In June 1996 the Board of Directors adopted a
resolution providing that Directors be compensated with stock options each year
having a net present value of approximately $17,500 to $20,000 until such time
as the Directors are compensated with cash compensation. After analyzing the
form and amount of compensation paid to similarly situated companies, the
Directors determined that for 2001 Directors would compensated in the form of
cash and grants of stock. For 2001, Messrs. Cornelius, Frick, Lacy, Lantz,
Loveday and Stuart and Ms. Betley each were awarded 400 shares of stock and were
paid $833 per board meeting attended and $500 per committee meeting attended.
The Chairman of the Board of Directors, Michael S. Maurer, received no cash
compensation but was awarded 1,600 shares of stock. Morris L. Maurer and Philip
B. Roby were not separately compensated for their services as directors of the
Corporation or the Bank.

Compensation Committee Report
-----------------------------

         Decisions on compensation of the Corporation's executives are made by
the Compensation Committee of the Board, which also serves as the Compensation
Committee of the Bank. Each member of the Compensation Committee is a
non-employee director. All decisions of the Compensation Committee relating to
the compensation of the Corporation and the Bank's executive officers are
reviewed by the full Board.

         Compensation Policies Toward Executive Officers

         The Compensation Committee's executive compensation policies are
designed to provide competitive levels of compensation to the executive officers
and to reward officers for individual performance and for performance of the
Corporation as a whole. Although there are established goals and standards
relating to performance of the Corporation, these goals and standards have not
been established solely for utilization in setting compensation of individual
employees. The Compensation Committee does, however, consider the Corporation
and the Bank's performance compared to the Annual Plan and compared to certain
established non-financial goals in setting compensation levels.

         Base Salary

         Each executive officer is reviewed individually by the Compensation
Committee, which review includes an analysis of the performance of the
Corporation and the Bank. In addition, the review includes, among other things,
an analysis of the individual's performance during the past fiscal year,
focusing primarily upon the following aspects of the individual's job or
characteristics of the individual exhibited during the most recent fiscal year:
quality and quantity of work; supervisory skills; dependability; initiative;
attendance; overall skill level; and overall value to the Corporation.


                                       55
<PAGE>

         Bonus Amounts

         During 2001, the Board of Directors approved an incentive bonus plan
("Incentive Bonus Plan") for all employees of the Bank applicable only in 2001.
Under the terms of the Incentive Bonus Plan, all employees were entitled to
receive a bonus of up to 15% of their salary, depending upon the amount, if any,
by which the Bank exceeded its profit plan. An additional bonus in the aggregate
amount of $55,000 was awarded to Morris L. Maurer and Philip B. Roby for
exceptional individual performance in areas considered critical to the success
of the Bank. This bonus was based upon a review of compensation levels in other
financial institutions similar in size to the Corporation and the Bank, and a
comparison of the Corporation's performance compared to the 2001 goals for
growth in assets, loans, "wealth management" assets under management, net
income, and after consideration of non-financial performance, including the
results of regulatory examinations.

         Other Compensation Plans

         At various times in the past, the Corporation has adopted certain
broad-based employee benefit plans for all employees. Senior executives are
permitted to participate in these plans on the same terms as non-executive
employees who meet applicable eligibility criteria, subject to any legal
limitations on the amount that may be contributed or the benefits that may be
payable under the plans. These plans include such customary employee benefit
plans as medical insurance, life insurance, and a 401(k) plan.

         Mr. Maurer's 2001 Compensation

         Regulations of the Securities and Exchange Commission require that the
Compensation Committee disclose the Committee's basis for compensation reported
for any individual who served as the Chief Executive Officer during the last
fiscal year. Morris L. Maurer's salary was determined in the same manner as
discussed above for other senior executives.

Members of the Compensation Committee:

William J. Loveday (Chairperson)
Michael S. Maurer
Andre B. Lacy
Todd H. Stuart

Compensation Committee Insider Participation
--------------------------------------------

         During the past fiscal year, none of the executive officers who
received compensation from the Corporation or the Bank served on the
Compensation Committee, except for Michael S. Maurer. Mr. Maurer did not
participate in any discussion with respect to his compensation from the
Corporation or the Bank, and was not present in the room during the discussion
by the Compensation Committee of his compensation.

                                       56
<PAGE>

Summary Compensation Table

         The following table sets forth for the fiscal year ending December 31,
2001 the cash compensation paid by the Corporation or the Bank, as well as
certain other compensation paid or awarded during those years, to the chief
executive officer and any other executive officer whose total annual salary and
bonus equaled or exceeded $100,000.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
                               Annual Compensation (1)         Long Term Compensation
---------------------------------------------------------------------------------------------------------------
Name and             Year     Salary        Bonus           Restricted         Securities             All
                                                               Stock           Underlying            Other
Principal                      ($)         ($)(2)             Awards          Options/SARS       Compensation
Position                                                      ($)(3)               (#)                (4)
---------------------------------------------------------------------------------------------------------------
<S>                 <C>      <C>           <C>              <C>                <C>                 <C>
Morris L.           2001     $205,655      $53,726              $0                -0-              $5,100
Maurer,             2000     $189,069      $23,520              $0                -0-              $3,740
President and       1999     $177,231      $26,585          $120,000            12,500             $3,520
Chief Executive
Officer
---------------------------------------------------------------------------------------------------------------
Philip B. Roby,     2001     $181,769       $47,301             $0                -0-              $2,028
Executive Vice      2000     $168,923       $21,014             $0                -0-              $3,740
President and       1999     $156,770       $23,515          $100,000           10,000             $3,520
Chief Operating
Officer
---------------------------------------------------------------------------------------------------------------
Debra L. Ross,      2001     $92,077        $13,349             $0                -0-              $3,223
senior Vice         2000     $83,217        $15,352             $0                -0-              $2,128
President and       1999     $76,731        $13,510          $20,000             2,000             $1,896
Chief Financial
Officer
---------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  While executive officers enjoy certain perquisites, such perquisites are
     less than 5% of such officer's salary and bonus and are not required to be
     reported.

(2)  Amounts include amounts awarded under the Incentive Bonus Plan and
     additional amounts deemed appropriate by the Board of Directors in
     recognition of performance critical to the success of the Bank.

                                       57
<PAGE>

(3)  The 1999 award reported in the table represents awards under the 1993
     Restricted Stock Plan of the Corporation. One hundred percent of these
     shares of restricted stock awarded in 1999 will vest on June 17, 2004. The
     amounts in the table represent an assumed value of $20.00 per share for
     1999, which is the value determined by the Board of Directors for purposes
     of the Corporation's 401(k) Savings Plan to be the "fair market value" of a
     share of the Corporation's Common Stock at December 31, 1999, without
     giving effect to the diminution in value attributable to the restrictions
     on such stock. Dividends, if declared by the Corporation, would be paid on
     the restricted shares at the same time and rate as dividends paid to
     shareholders of unrestricted shares. At December 31, 2001, the total number
     and value (based on a value of $26.00 per share) of shares of restricted
     stock held by the named executive officers were as follows: Mr. Maurer
     (33,000 shares; $858,000); Mr. Roby (24,000 shares; $624,000); and Ms. Ross
     (2,500 shares; $65,000). The assumed value of $26.00 at December 31, 2001
     is the value determined by the Board of Directors for purposes of the
     Corporation's 401(k) Savings Plan to be the "fair market value" of a share
     of the Corporation's Common Stock at December 31, 2001, without giving
     effect to the diminution in value attributable to the restrictions on such
     stock. Because there is not an established trading market for the Common
     Stock, the assumed price of $26.00 may not reflect the actual price which
     would be paid for a share of the Common Stock in an active or established
     trading market and should not necessarily be relied upon when determining
     the value of a shareholder's investment.

(4)  These amounts represent amounts contributed by the Corporation under the
     Corporation's 401(k) plan.

Employee Benefit Plans
----------------------

          Stock Plans

         The Corporation has adopted a stock option program for directors of the
Corporation and the Bank, and a separate stock option program for officers and
key employees of the Corporation and the Bank. The Corporation has also adopted
a restricted stock plan for officers and employees of the Corporation and the
Bank. Under the option programs, options for an aggregate of 370,000 shares may
be granted. A total of 110,000 shares have been reserved for issuance under the
restricted stock plan. The Board of Directors of the Corporation believes these
programs provide an important incentive to those who will be instrumental to the
success of the Corporation and of the Bank. A more detailed description of each
of the programs is set forth below.

         1993 Employees' Stock Option Plan. This plan provides for the grant of
"incentive stock options" within the meaning of Section 422 of the Internal
Revenue Code and the grant of nonqualified stock options (the "Plan"). The Plan
provides for the award of stock options to elected officers and key employees of
the Corporation and its subsidiaries, including the Bank, which currently is the
Corporation's only subsidiary. The exercise price for all options granted under
the Plan will not be less than the greater of $10.00 or the fair market value of
the Shares on the date of grant. The Plan will expire on May 31, 2003.

         Options may be granted under the Plan only to officers and other key
employees who are in positions to make significant contributions to the success
of the Corporation. The Compensation Committee, consisting of outside directors
of the Corporation who are ineligible under the Plan to receive options
themselves, administers the Plan.

         Options are exercisable in whole or in part upon such terms and
conditions as may be determined by the Compensation Committee, but in no event
will any incentive stock options be exercisable later than ten years after date
of grant.

         A total of 220,000 shares has been reserved for issuance under the
Employee Stock Option Plan. As of March 22, 2002, there were 300 shares
available for issuance under the Plan.

                                       58
<PAGE>

         Aggregate Fiscal Year-end Option Values Table

         The following table shows the number of shares covered by both
exercisable and non-exercisable stock options by Messrs. M.L. Maurer and Roby
and Ms. Ross as of December 31, 2001. Also reported are the values for the
"in-the-money" options, which represent the positive spread between the exercise
price of any such existing stock options and the year-end assumed price of the
Common Stock. For purposes of the following table, the year-end price of the
stock was assumed to be $26.00, which is the value determined by the Board of
Directors for purposes of the Corporation's 401(k) Savings Plan to be the "fair
market value" of a share of the Corporation's Common Stock at December 31, 2001.
Because there is not an established trading market for the Common Stock, the
assumed price of $26.00 may not reflect the actual price which would be paid for
shares of the Common Stock in an active or established trading market and should
not necessarily be relied upon when determining the value of a shareholder's
investment.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
                         Number of Shares Underlying             Value of Unexercised
                            Unexercised Options                  in-the-Money Options
                             at Fiscal Year End                   at Fiscal Year End
                                     (#)                                  ($)
--------------------------------------------------------------------------------------------
        Name          Exercisable        Unexercisable       Exercisable      Unexercisable
--------------------------------------------------------------------------------------------
<S>                     <C>                  <C>              <C>                <C>
Morris L. Maurer        40,000               7,500            $595,000           $52,500
--------------------------------------------------------------------------------------------
Philip B. Roby          29,000               6,000            $428,000           $42,000
--------------------------------------------------------------------------------------------
Debra L. Ross           3,800                1,200            $ 53,600           $ 8,400
--------------------------------------------------------------------------------------------
</TABLE>

         1993 Directors' Stock Option Plan. In 1993, the Board of Directors of
the Corporation adopted a nonqualified stock option plan (the "Directors' Plan")
which provides for the grant of nonqualified stock options to those individuals
who are not officers or employees of the Corporation or the Bank and who serve
as directors (the "Outside Directors") of the Corporation or any of its
subsidiaries, including the Bank. The Plan will expire on May 31, 2003.

         The Directors' Plan provides for the grant of nonqualified stock
options to acquire shares of the Corporation at a price equal to the greater of
$10.00 or the fair market value of the shares on the date of grant. A total of
150,000 shares has been reserved for issuance under the Directors' Plan. As of
March 22, 2002 there were 43,000 shares available for issuance under the
Directors' Plan.

         The options under this program are exercisable for ten years from the
date of grant. In addition, the options will immediately become null and void,
without any action required by the Corporation or the Bank, the FDIC, the OCC,
or the Federal Reserve if the Federal Reserve, the FDIC, or the OCC issues a
directive or final order to the Corporation or the Bank requiring a contribution
of capital. Individuals become eligible to receive grants of options under the
Directors' Plan upon their election to a qualifying board of directors but do
not receive additional options because they are a member of more than one such
board.

         1993 Restricted Stock Plan. On June 1, 1993, the Board of Directors of
the Corporation adopted a Restricted Stock Plan (the "Restricted Stock Plan"),
which provides for the grant of shares to officers and key employees of the
Corporation and the Bank.

         The Restricted Stock Plan provides for the outright grant of shares,
subject to the vesting schedule set forth in the agreement between the recipient
and the Administrative Committee of the Restricted Stock Plan, to officers and
employees of the Corporation and the Bank. Grants under the Restricted Stock
Plan may be made only to officers and other employees who are in position to
make significant contributions to the success of the Corporation. The
Compensation Committee, consisting of outside directors of the Corporation who
are ineligible under the Plan to receive grants of restricted stock, administers
the Restricted Stock Plan. Such committee has the authority to determine the
number of grants to issue and to whom such grants are made, what price, if any,
will be required to purchase shares of stock issued under the Restricted Stock
Plan and the vesting schedule of the restricted stock.

                                       59
<PAGE>

         The Restricted Stock Plan provides for the issuance of up to 110,000
Shares. The plan expires on May 31, 2006. As of March 22, 2002, there were 200
shares available for issuance under the Restricted Stock Plan.

         401(k) Savings Plan

         The Corporation sponsors The National Bank of Indianapolis Corporation
401(k) Savings Plan ("401(k) Plan") for the benefit of substantially all of the
employees of the Corporation and its subsidiaries. All employees of the
Corporation and its subsidiaries become participants in the 401(k) Plan after
completing one year of service for the Corporation or its subsidiaries and
attaining age 21.

         Each participant may enter into a salary redirection agreement with the
Corporation or the Bank whereby the Corporation or the Bank redirects to the
participant's account in the 401(k) Plan an amount, on a pre-tax basis, equal to
not less than one percent (1%) or more than (15%) of the participant's
compensation, as defined in the 401(k) Plan. If a participant makes salary
redirection contributions to the 401(k) Plan, the Corporation will make a
matching contribution in the amount necessary to match 50% of the participant's
salary redirection contribution up to 6% of the participant's compensation, as
defined in the 401(k) Plan. The Board of Directors of the Corporation may, in
its discretion, make an additional matching contribution to the 401(k) Plan in
such amount as the Board may determine. In addition, the Corporation may fund
all or any part of its matching contributions with shares of its stock. The
Corporation also may, in its discretion, make a profit sharing contribution to
the 401(k) Plan.

         An employee who has an interest in a qualified retirement plan with a
former employee may transfer the eligible portion of that benefit into a
rollover account in the 401(k) Plan. The participant may request that the
trustee invest up to 50% of the fair market value of the participant's rollover
contribution (valued as of the effective date of the contribution to the 401(k)
Plan) in whole and fractional shares of the Common Stock to the Corporation.

         Benefits under the 401(k) Plan are distributable to participants or
their beneficiaries in a single lump sum payment.

Certain Other Transactions
--------------------------

         The Corporation's officers and directors, as well as firms and
companies with which they are associated, have had and will have banking
transactions with the Bank. It is the policy of the Bank that any credit
extended to such persons, firms and companies will be extended only in the
ordinary course of business and on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with other persons, and will not involve more than the normal risk
of collectability or present other unfavorable features.

                                       60
<PAGE>

FIVE YEAR TOTAL SHAREHOLDER RETURN

         The following indexed graph indicates the Corporation's total return to
its shareholders on its common stock for the past five years, assuming dividend
reinvestment, as compared to total return for the Russell 2000 Index and the
Peer Group Index (which is a line-of-business index prepared by an independent
third party consisting of stock of banks with assets between $500 million and $1
billion). The comparison of total return on investment for each of the periods
assumes that $100 was invested on January 1, 1997, in each of the Corporation,
the Russell 2000 Index, and the Peer Group Index. Shares of the common stock of
the Corporation are not traded on any national or regional exchange or in the
over-the-counter market and there is not established market for the common
stock. For purposes of the following graph, the year-end price of the stock was
assumed to be the value determined by the Board of Directors for purposes of the
Corporation's 401(k) Savings Plan to be the "fair market value" of a share of
the Corporation's Common Stock at December 31. Because there is not an
established trading market for the Common Stock, these assumed prices may not
reflect the actual price which would be paid for shares of the Common Stock in
an active or established trading market and should not necessarily be relied
upon when determining the value of a shareholder's investment.


                        [PERFORMANCE GRAPH APPEARS HERE]


<TABLE>
<CAPTION>
Index                    12/31/96  12/31/97  12/31/98  12/31/99  12/31/00  12/31/01
-----------------------------------------------------------------------------------
<S>                       <C>       <C>       <C>       <C>       <C>       <C>
Corporation               100.00    116.67    145.83    166.67    191.67    216.67
Russell 2000              100.00    122.36    119.25    144.60    140.23    143.71
SNL $500M-$1B Bank Index  100.00    162.56    159.83    147.95    141.62    183.73
</TABLE>


                                       61
<PAGE>

Item 12.  Security Ownership of Management
------------------------------------------

         The following table sets forth as of April 11, 2002 the total number of
shares of Common Stock of the Corporation beneficially owned by each director
and executive officer of the Corporation and by all directors and executive
officers as a group. The number of shares shown as being beneficially owned by
each director and executive officer are those over which he or she has sole
voting or investment power, unless otherwise noted.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------

             Name of Beneficial Owner                              Number of Shares  Percent of Class
------------------------------------------------------------------------------------------------------
<S>                                                                    <C>    <C>            <C>
Kathryn G. Betley                                                      13,275 (1)            0.6%
------------------------------------------------------------------------------------------------------
James M. Cornelius                                                     29,900 (2)            1.3%
------------------------------------------------------------------------------------------------------
David R. Frick                                                         23,650 (2)            1.0%
------------------------------------------------------------------------------------------------------
Andre B. Lacy                                                          45,400 (2)            1.9%
------------------------------------------------------------------------------------------------------
G. Benjamin Lantz, Jr.                                                 22,150 (2)            0.9%
------------------------------------------------------------------------------------------------------
William J. Loveday                                                     11,800 (1)            0.5%
------------------------------------------------------------------------------------------------------
Michael S. Maurer                                                     657,850               28.0%
------------------------------------------------------------------------------------------------------
Morris L. Maurer                                                      160,224 (3)            6.6%
------------------------------------------------------------------------------------------------------
Philip B. Roby                                                         66,915 (4)            2.8%
------------------------------------------------------------------------------------------------------
Todd H. Stuart                                                         20,525 (2)            0.9%
------------------------------------------------------------------------------------------------------
Debra L. Ross                                                           7,160 (5)            0.3%
------------------------------------------------------------------------------------------------------
Directors and executive officers as a group (consisting of 11       1,058,848               41.2%
individuals)
------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Includes 11,000 shares which such individual has the right to acquire
     pursuant to the exercise of options. See "Employee Benefit Plans -- 1993
     Directors' Stock Option Plan."

(2)  Includes 17,000 shares which such individual has the right to acquire
     pursuant to the exercise of options. See "Employee Benefit Plans -- 1993
     Directors' Stock Option Plan."

(3)  Includes 38,000 shares held jointly with the spouse of Mr. Maurer, 40,000
     shares which Mr. Maurer has the right to acquire pursuant to the exercise
     of stock options, 38,000 shares which Mr. Maurer has the right to acquire
     pursuant to stock warrants, 33,000 shares of restricted stock, and 1,724
     shares in the 401(k) Plan allocated to the account of Mr. Maurer. See
     "Employee Benefit Plans -- 1993 Employee Stock Option Plan," and "--1993
     Restricted Stock Plan," and " -- Warrants." Mr. Maurer received the
     warrants in 1993 in consideration of his efforts in organizing the
     Corporation and the Bank and for services to be rendered after the Bank
     began operations. The warrants are exercisable and will remain exercisable
     until 2003 at a purchase price of $10.00 per share, and will immediately
     become null and void, without any action required by the Corporation or the
     Bank, the Federal Deposit Insurance Corporation, the Office of the
     Comptroller of the Currency, or the Board of Governors of the Federal
     Reserve System if any of these regulatory agencies issues a directive or
     final order to the Corporation or the Bank requiring a contribution of
     capital.

(4)  Includes 9,900 shares held jointly with the spouse of Mr. Roby, 29,000
     shares which Mr. Roby has the right to acquire pursuant to the exercise of
     stock options, 24,000 shares of restricted stock, and 1,515 shares in the
     401(k) Plan allocated to the account of Mr. Roby. See "Employee Benefit
     Plans -- 1993 Employee Stock Option Plan" and "--1993 Restricted Stock
     Plan."

(5)  Includes 3,800 shares which Ms. Ross has the right to acquire pursuant to
     the exercise of stock options, 2,500 shares of restricted stock, and 860
     shares in the 401(k) Plan allocated to the account of Ms. Ross. See
     "Employee Benefit Plans -- 1993 Employee Stock Option Plan" and "--1993
     Restricted Stock Plan."

                                       62
<PAGE>

                             PRINCIPAL SHAREHOLDERS

         The following table contains information concerning individuals or
entities who, to the knowledge of the Corporation, beneficially owned on March
11, 2002, more than 5% of the Common Stock of the Corporation:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
Name and Address of Beneficial Owner    Shares Beneficially Owned      Percent of Class
----------------------------------------------------------------------------------------
<S>                                             <C>                          <C>
Michael S. Maurer                               657,850                      28.0%
----------------------------------------------------------------------------------------
Morris L. Maurer                                160,224  (1)                  6.6%
----------------------------------------------------------------------------------------
Eugene and Marilyn Glick                        125,000                       5.3%
----------------------------------------------------------------------------------------
</TABLE>

(1)  Includes 38,000 shares held jointly with the spouse of Mr. Maurer, 40,000
     shares which Mr. Maurer has the right to acquire pursuant to the exercise
     of stock options and 38,000 shares which Mr. Maurer has the right to
     acquire pursuant to stock warrants, 33,000 shares of restricted stock, and
     1,724 shares in the 401(k) Plan allocated to the account of Mr. Maurer. See
     "Employee Benefit Plans -- 1993 Employees' Stock Option Plan, and --
     Warrants."


Item 13.  Certain Relationships and Related Transactions.
---------------------------------------------------------

         The Corporation's officers and directors, as well as firms and
companies with which they are associated, have banking transactions with the
Bank. It is the policy of the Bank that any credit extended to such persons,
firms and companies will be extended only in the ordinary course of business and
on substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other persons, and
will not involve more than the normal risk of collectability or present other
unfavorable features.


                                       63
<PAGE>

Part IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on From 8-K
--------------------------------------------------------------------------

(a)(1)   The following consolidated financial statements are included in Item 8:

<TABLE>
<CAPTION>
                                                                                                 Page Number in
                                                                                                      10-K
<S>                                                                                                       <C>
         Independent Auditors' Report on Consolidated Financial Statements                                32

         Consolidated Balance Sheets December 31, 2001 and 2000                                           33

         Consolidated Statement of Income                                                                 34
         For the years ended December 31, 2001, 2000 and 1999

         Consolidated Statements of Shareholders' Equity                                                  35
         For the years ended December 31, 2001, 2000 and 1999

         Consolidated Statements of Cash Flow                                                             36
         For the years ended December 31, 2001, 2000, and 1999

         Notes to consolidated Financial Statements                                                       37
</TABLE>

         (2)      See response to Item 14 (a)(1). All other financial statement
                  schedules have been omitted because they are not applicable,
                  or the required information is shown in the consolidated
                  financial statements or notes thereto.

         (3)      List of Exhibits

Exhibit Number Description
--------------------------

         3a)      Articles of Incorporation of the Corporation, filed as Exhibit
                  3(i) to the Corporation's Form 10-SB are incorporated by
                  reference and Articles of Amendment filed as Exhibit 3(i) to
                  the Form 10-K for the fiscal year ended December 31, 2000

         3b)      Bylaws of the Corporation, filed as Exhibit 3(ii) to the
                  Corporation's Form 10-SB are incorporated by reference

         10a)     1993 Key Employees' Stock Option Plan of the Corporation,
                  filed as Exhibit 10(i) to the Corporation's Form 10-SB are
                  incorporated by reference

         10b)     1993 Directors' Stock Option Plan of the Corporation, filed
                  as Exhibit 10(ii) to the Corporation's Form 10-SB are
                  incorporated by reference

         10c)     1993 Restricted Stock Plan of the Corporation, filed as
                  Exhibit 10(iii) to the Corporation's Form 10-SB are
                  incorporated by reference

         21       Subsidiaries of the Corporation

(b)      No reports on Form 8-K were filed during the last quarter of the
         fiscal year.

(c)      See the list of exhibits in Item 14 (a) (3).

(d)      No other financial statement schedules are required to be submitted.

                                       64
<PAGE>

Signatures

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

(Registrant) The National Bank of Indianapolis Corporation
             ------------------------------------------------------------------
By (Signature and Title)

/S/ Morris L. Maurer                                           March 27, 2002
---------------------------------------------------------      --------------
Morris L. Maurer, President & Principal Executive Officer      Date


In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

By (Signature and Title)
/S/ Morris L. Maurer                                           March 27, 2002
---------------------------------------------------------      --------------
Morris L. Maurer, President & Principal Executive Officer      Date

By (Signature and Title)
/S/ Philip B. Roby                                             March 27, 2002
---------------------------------------------------------      --------------
Philip B. Roby, Executive Vice President                         Date

By (Signature and Title)
/S/ Debra L. Ross                                              March 27, 2002
---------------------------------------------------------      --------------
Debra L. Ross, Principal Financial and Accounting Officer        Date

By (Signature and Title)
/S/ Michael S. Maurer                                          March 27, 2002
---------------------------------------------------------      --------------
Michael S. Maurer, Chairman of the Board                         Date

By (Signature and Title)
/S/ Kathryn G. Betley                                          March 27, 2002
---------------------------------------------------------      --------------
Kathryn G. Betley, Director                                      Date

By (Signature and Title)
/S/ James M. Cornelius                                         March 27, 2002
---------------------------------------------------------      --------------
James M. Cornelius, Director                                     Date

By (Signature and Title)
/S/ David R. Frick                                             March 27, 2002
---------------------------------------------------------      --------------
David R. Frick, Director                                         Date

By (Signature and Title)
/S/ Andre B. Lacy                                              March 27, 2002
---------------------------------------------------------      --------------
Andre B. Lacy, Director                                          Date

By (Signature and Title)
/S/ William J. Loveday                                         March 27, 2002
---------------------------------------------------------      --------------
William J. Loveday, Director                                     Date

By (Signature and Title)
/S/ G. Benjamin Lantz                                          March 27, 2002
---------------------------------------------------------      --------------
G. Benjamin Lantz, Director                                      Date

By (Signature and Title)
/S/ Todd H. Stuart                                             March 27, 2002
---------------------------------------------------------      --------------
Todd H. Stuart, Director                                         Date

                                       65
<PAGE>

Exhibit Index

3(i)     Articles of Incorporation of The National Bank of Indianapolis
         Corporation and Articles of Amendment

3(ii)    By-laws of The National Bank of Indianapolis Corporation

10(i)    1993 Key Employees' Stock Option Plan

10(ii)   1993 Directors' Stock Option Plan

10(iii)  1993 Restricted Stock Plan

21       Subsidiaries of The National Bank of Indianapolis Corporation