Exhibit 10(a)
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                              AMENDED AND RESTATED
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                      1993 KEY EMPLOYEES' STOCK OPTION PLAN
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                                       OF
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                  THE NATIONAL BANK OF INDIANAPOLIS CORPORATION
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         1. Purpose. The Plan is designed to promote the interest of The
National Bank of Indianapolis Corporation ("Company") and its Subsidiaries by
encouraging their officers and key employees, upon whose judgment, initiative
and industry the Company and its Subsidiaries are largely dependent for the
successful conduct and growth of their business, to continue the association
with the Company and its Subsidiaries of such officers and key employees by
providing additional incentive and opportunity for unusual industry and
efficiency through stock ownership, and by increasing their proprietary interest
in the Company and their personal interest in its continued success and
progress. The Plan provides for the granting of (i) incentive stock options
("ISO's") and (ii) nonqualified stock options ("NSO's").

         2. Administration.

                  (a) The Plan shall be administered by a committee of not less
than three directors of the Company ("Committee") who shall be designated from
time to time by the Board of Directors. No director who is also an officer or
key employee of the Company or any of its Subsidiaries shall be eligible to
serve as a member of the Committee. No member of the Committee shall be
eligible, at any time when he is such a member, to receive the grant of an
option under the Plan. The decision of a majority of the members of the
Committee shall constitute the decision of the Committee. Subject to the
provisions of the Plan, the Committee is authorized (i) to grant ISO's and
NSO's; (ii) to determine the employees to be granted ISO's and NSO's; (iii) to
determine the option period, the option price and the number of shares subject
to each option; (iv) to determine the time or times at which options will be
granted; (v) to determine the time or times when each option becomes exercisable
and the duration of the exercise period; (vi) to determine other conditions and
limitations, if any, applicable to the exercise of each option; and (vii) to
determine the nature and duration of the restrictions, if any, to be imposed
upon the sale or other disposition of shares acquired by any optionee upon
exercise of an option, and the nature of the events, if any, and the duration of
the period, in which any optionee's rights in respect of shares acquired upon
exercise of an option may be forfeited. Each option granted under the Plan shall
be evidenced by a written stock option agreement containing terms and conditions
established by the Committee consistent with the provisions of the Plan,
including such terms as the Committee shall deem advisable in order that each
ISO shall constitute an "incentive stock option" within the meaning of Section
422 of the Internal Revenue Code of 1986, as amended ("Code").

                (b) The Committee is authorized, subject to the provisions of
the Plan, to adopt, amend and rescind such rules and regulations as it may deem
appropriate for the administration of the Plan and to make determinations and
interpretations which it deems consistent with the Plan's provisions. The
Committee's determinations and interpretations shall be final and conclusive.


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                (c) The Committee shall also determine, in its sole discretion,
with respect to each employee, whether such options shall be ISO's or NSO's, or
any combination thereof; and whether any employee shall be given discretion to
determine whether any options granted to him shall be ISO's or NSO's or any
combination thereof.

                (d) Neither the Plan nor any stock option agreement executed
hereunder shall constitute a contract of employment. Participation in the Plan
does not give any employee the right to be retained in the employ of the Company
or any Subsidiary and does not limit in any way the right of the Company or a
Subsidiary to change the duties or responsibilities of any employee or to
terminate the employment of any employee.

        3. Shares Covered by the Plan. The stock to be subject to options under
the Plan shall be shares of authorized common stock of the Company and may be
unissued shares or reacquired shares (including shares purchased in the open
market), or a combination thereof, as the Committee may from time to time
determine. Subject to the provisions of Paragraph 12, the maximum number of
shares to be delivered upon exercise of all options granted under the Plan shall
not exceed Three Hundred Forty Thousand (340,000) shares. Shares covered by an
option that remain unpurchased upon expiration or termination of the option may
be made subject to further options.

         4. Eligibility. Officers and key employees of the Company or of any of
its Subsidiaries, as selected by the Committee, shall be eligible to receive
grants of ISO's and NSO's under the Plan. Members of the Committee shall not be
eligible to receive grants of options under the Plan while serving as members of
the Committee.

         5. Option Price.

                (a) The option price per share of stock under each ISO shall be
not less than the greater of Ten Dollars ($10.00) per share or one hundred
percent (100%) of the fair market value of the share on the date on which the
option is granted; provided, however, as to officers and key employees who, at
the time an ISO is granted, own, within the meaning of Section 425(d) of the
Code, more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company or any Subsidiary ("Shareholder-Employees"), the
purchase price per share of stock under each ISO shall be not less than one
hundred ten percent (110%) of the fair market value of the stock on the date on
which the option is granted.

                (b) The option price per share of stock under each NSO shall be
determined by the Committee in its discretion; provided, however, the option
price per share shall not be less than Ten Dollars ($10.00) per share or one
hundred percent (100%) of the fair market value of the share on the date on
which the option is granted.

                (c) For all purposes of the Plan, the term "fair market value"
shall be the mean between the reported closing bid and asked prices for the
shares of common stock of the Company as quoted by the North American Securities
Dealers Automated Quotation System ("NASDAQ"). If the common stock of the
Company is not quoted by NASDAQ, the fair market value shall be determined by
the Committee based upon quotations of the entities which make a market in
Company stock and such other factors as the Committee shall deem appropriate. If
the common stock of the Company is not quoted by entities which make a market in
the Company's stock, the fair market value shall be determined by the Committee
based upon such factors as the Committee deems appropriate.

         6. Option Period. No option period shall exceed ten (10) years;
provided, however, the option period with respect to ISO's granted to
Shareholder-Employees shall not exceed five (5) years.

        7. Special Calendar Year Limitation on Shares Subject to ISO's. The
aggregate fair market value (determined at the time of the grant of the ISO's)
of the stock with respect to which ISO's are exercisable for the first time by
an eligible employee during any calendar year (under all plans providing for the
grant of incentive stock options of the Company or any of its Subsidiaries)
shall not exceed One Hundred Thousand Dollars ($100,000.00).

         8. Sequence of Exercising Incentive Stock Options. Any ISO granted to
an employee pursuant to the Plan shall be exercisable even if there are
outstanding previously granted but unexercised ISO's with respect to such
employee.

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         9. Early Termination of Option.

                (a) Termination of Employment. All rights to exercise an option
shall terminate effective as of the day the optionee's employment terminates
unless such termination is "for cause" as defined in subparagraph (b) or is on
account of the permanent and total disability or death of the optionee (but not
later than the date the option expires pursuant to its terms). Transfer of
employment from the Company to a corporation which is a Subsidiary of the
Company, or vice versa, or from one Subsidiary to another, shall not be deemed
termination of employment. The Committee shall have the authority to determine
in each case whether a leave of absence on military or government service shall
be deemed a termination of employment for purposes of this subparagraph.

                (b) For Cause Termination. If an optionee's employment is
terminated for cause, no previously unexercised option granted hereunder may be
exercised. Rather, all unexercised options shall terminate effective on the date
the optionee receives notice of his termination for cause. As used in this Plan,
"for cause" shall be defined as (i) the willful and continued failure of an
optionee to perform his required duties as an officer or employee of the Company
or any Subsidiary, (ii) action by an optionee involving willful misfeasance or
gross negligence, (iii) the requirement or direction of a federal or state
regulatory agency having jurisdiction over the Company or any Subsidiary to
terminate the employment of an optionee, (iv) conviction of an optionee of the
commission of any criminal offense involving dishonesty or breach of trust, or
(v) any intentional breach by an optionee of a material term, condition or
covenant of any agreement of employment, termination or severance or any other
agreement between the optionee and the Company or any Subsidiary.

                (c) Permanent and Total Disability or Death of Optionee. If an
optionee's employment terminates due to permanent and total disability or death,
his option shall terminate one (1) year after termination of his employment due
to his permanent and total disability or death (but not later than the date the
option expires pursuant to its terms). During such period, subject to the
limitations of the option grant, the optionee, his guardian, attorney-in-fact or
personal representative, as the case may be, may exercise the option in full. As
used herein, "permanent and total disability" shall have the meaning ascribed to
such term by Section 22(e)(3) of the Code.

                (d) Change in Control or Death or Disability of Optionee. In the
event of a Change in Control of the Company or upon the death or permanent and
total disability of the optionee, the options covered by such agreement may be
exercised in full without regard to any restrictions on the vesting of such
options contained in the option agreement between the Company and the optionee.

                (e) Vesting and Extension of Option. Notwithstanding the
foregoing provisions of this Section 9, if an optionee has attained age 62 and
his employment terminates for any reason other than "for cause", the Committee
may, in its sole discretion, by means of a written amendment to the option
agreement, immediately vest options granted by the agreement and permit such
options to be exercisable during the term thereof specified in the option
agreement; provided, however, that the Committee shall include in any such
amendment a non-compete and non-solicitation provision which is applicable
during the remaining option term. Any such amendment to the option agreement
also must provide that the option shall immediately terminate upon a finding by
the Committee, as determined in its sole discretion, that the optionee has
violated any provision of the amended agreement, including the non-compete and
non-solicitation provisions thereof.

        10. Payment for Stock. Full payment for shares purchased shall be made
at the time of exercising the option in whole or in part. Such payment may be
made either (a) in cash or (b) at the discretion of the Committee, by delivering
whole shares of common stock of the Company (the "Delivered Stock") or a
combination of cash and Delivered Stock. Delivered Stock shall be valued by the
Committee at its fair market value determined as of the date of the exercise of
the option in accordance with the provisions of paragraph 5. No shares shall be
issued until full payment for them has been made, and an optionee shall have
none of the rights of a shareholder with respect to such shares until such
shares are issued to him. Upon payment of the full purchase price, the Company
shall issue a certificate or certificates to the optionee evidencing ownership
of the shares purchased pursuant to the exercise of the option which contain(s)
such terms, conditions and provisions as may be required and as are consistent
with the terms, conditions and provisions of the Plan and the stock option
agreement between the optionee and the Company.

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        11. Nontransferability. No option shall be transferable, except by the
optionee's will or the laws of descent and distribution. During the optionee's
lifetime, his option shall be exercisable (to the extent exercisable) only by
him. The option and any rights and privileges pertaining thereto shall not be
transferred, assigned, pledged or hypothecated by him in any way, whether by
operation of law or otherwise and shall not be subject to execution, attachment,
or similar process.

        12. Changes in Stock.

                (a) Subject to the provisions of paragraph 9(d), in the event of
any change in the common stock of the Company through stock dividends,
split-ups, recapitalizations, reclassifications, conversions, or otherwise, or
in the event that other stock shall be converted into or substituted for the
present common stock of the Company as the result of any merger, consolidation,
reorganization or similar transaction which results in a Change in Control of
the Company, then the Committee may make appropriate adjustment or substitution
in the aggregate number, price, and kind of shares available under the Plan and
in the number, price and kind of shares covered under any options granted or to
be granted under the Plan. The Committee's determination in this respect shall
be final and conclusive. Provided, however, that the Company shall not, and
shall not permit its Subsidiaries to, recommend, facilitate or agree or consent
to a transaction or series of transactions which would result in a Change of
Control of the Company unless and until the person or persons or entity or
entities acquiring or succeeding to the assets or capital stock of the Company
or any of its Subsidiaries as a result of such transaction or transactions
agrees to be bound by the terms of the Plan so far as it pertains to options
theretofore granted but unexercised and agrees to assume and perform the
obligations of the Company hereunder. Notwithstanding the foregoing provisions
of this paragraph 12(a), no adjustment shall be made which would operate to
reduce the option price of any ISO below the fair market value of the stock
(determined at the time the option was granted) which is subject to an ISO.

                (b) Subject to the provisions of paragraph 9(d), in the event of
a Change in Control of the Company pursuant to which another person or entity
acquires control of the Company (such other person or entity being the
"Successor"), the kind of shares of common stock which shall be subject to the
Plan and to each outstanding option, shall, automatically by virtue of such
Change in Control of the Company, be converted into and replaced by shares of
common stock, or such other class of securities having rights and preferences no
less favorable than common stock of the Successor, and the number of shares
subject to the option and the purchase price per share upon exercise of the
option shall be correspondingly adjusted, so that, by virtue of such Change in
Control of the Company, each optionee shall have the right to purchase (i) that
number of shares of common stock of the Successor which have a fair market value
equal, as of the date of such Change in Control of the Company, to the fair
market value, as of the date of such Change in Control, of the shares of common
stock of the Company theretofore subject to his option, and (ii) for a purchase
price per share which, when multiplied by the number of shares of common stock
of the Successor subject to the option, shall equal the aggregate exercise price
at which the optionee could have acquired all of the shares of common stock of
the Company theretofore optioned to the optionee.

        13. Use of Proceeds. The proceeds received by the Company from the sale
of stock pursuant to the Plan will be used for general corporate purposes.

        14. Investment Representations. Unless the shares subject to an option
are registered under the Securities Act of 1933, each optionee in the stock
option agreement between the Company and the optionee shall agree for himself
and his legal representatives that any and all shares of common stock purchased
upon the exercise of the option shall be acquired for investment and not with a
view to, or for sale in connection with, any distribution thereof. Any share
issued pursuant to an exercise of an option subject to this investment
representation shall bear a legend evidencing such restriction.

        15. Amendment and Discontinuance. The Board of Directors may, at any
time, without the approval of the stockholders of the Company, (except as
otherwise required by applicable law, rule or regulations, including without
limitation any shareholder approval of the safe harbor rule promulgated under
the Securities Exchange Act of 1934) alter, amend, modify, suspend, or
discontinue the Plan, but may not, without the consent of the holder of an
option, make any alteration which would adversely affect an option previously
granted under the Plan or, without the approval of the stockholders of the
Company, make any alteration which would: (a) increase the aggregate number

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of shares subject to options under the Plan, except as provided in paragraphs
9(c) and 12; (b) decrease the minimum option price, except as provided in
paragraph 12; (c) permit any member of the Committee to become eligible for
options under the Plan; (d) withdraw administration of the Plan from the
Committee or the Board of Directors; (e) extend the term of the Plan or the
maximum period during which any option may be exercised; (f) change the manner
of determining the option price; (g) change the class of individuals eligible
for options under the Plan; or (h) without the consent of the holder of the
option, alter or impair any option previously granted under the Plan.

        16. Liability. No member of the Board of Directors, the Committee or
officers or employees of the Company or its Subsidiaries shall be personally
liable for any action, omission or determination made in good faith in
connection with the Plan.

        17. Effective Date and Duration. This Plan shall become effective upon
its approval by a majority of the shares of common stock of the Company. Options
may be granted under the Plan for a period of ten (10) years commencing June 1,
1993, the date on which the Board of Directors approved the Plan; provided,
however, that no option may be exercised until the Plan has been approved by the
shareholders of the Company, as provided in the first sentence of this paragraph
17. No options shall be granted after May 31, 2008. Upon such date, the Plan
shall expire except as to outstanding options and which options and rights shall
remain in effect until they have been exercised or terminated or have expired.
ISO's must be granted within ten (10) years of the date the Plan is adopted by
the Board of Directors of the Company or approved by the shareholders of the
Company, whichever is earlier.

        18. Miscellaneous.

                (a) The term "Board" or "Board of Directors" used herein shall
mean the Board of Directors of the Company, unless the context clearly requires
otherwise, and to the extent that any powers and discretion vested in the Board
of Directors are delegated to any committee of the Board, the term "Board of
Directors" shall also mean such committee.

                (b) The term "Subsidiary" or "Subsidiaries" used herein shall
mean any banking institution or other corporation more than fifty percent (50%)
of whose total combined voting stock of all classes is held by the Company or by
another corporation qualifying as a Subsidiary within this definition.

                (c) The term "Change in Control of the Company" used herein

shall mean (i) any merger, consolidation or similar transaction which involves
the Company or any Subsidiary and in which persons who are the shareholders of
the Company immediately prior to such transaction own, immediately after such
transaction, shares of the surviving or combined entity which possess voting
rights equal to or less than fifty percent (50%) of the voting rights of all
shareholders of such entity, determined on a fully diluted basis; (ii) any sale,
lease, exchange, transfer or other disposition of all or any substantial part of
the assets of the Company or any Subsidiary; (iii) any tender, exchange, sale or
other disposition (other than dispositions of the stock of the Company or any
Subsidiary in connection with bankruptcy, insolvency, foreclosure, receivership
or other similar transactions) or purchases (other than purchases by the Company
or any Company-sponsored employee benefit plan, or purchases by members of the
Board of Directors of the Company or any Subsidiary) of more than twenty-five
percent (25%) of the common stock of the Company or any Subsidiary; (iv) during
any period of two (2) consecutive years during the term of the Plan specified in
paragraph 17, individuals who at the date of the adoption of the Plan constitute
the Board of Directors of the Company cease for any reason to constitute at
least a majority thereof, unless the election of each director at the beginning
of such period has been approved by directors representing at least a majority
of the directors then in office who were directors on the date of the adoption
of the Plan; or (v) a majority of the Board of Directors or a majority of the
shareholders of the Company approve, adopt, agree to recommend, or accept any
agreement, contract, offer or other arrangement providing for, or any series of
transactions resulting in, any of the transactions described above.
Notwithstanding the foregoing, a Change in Control of the Company shall not
occur as a result of the issuance of stock by the Company in connection with any
private placement offering of its stock or any public offering of its stock.

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