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 12/31/00

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

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

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

Securities to be registered under               Name of each exchange
Section 12(b) of the Act: Title of each class   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 there is 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).

                                  $34,637,705
--------------------------------------------------------------------------------

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. 1,956,962 at 2/28/01
                 ----------------------

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                                                    3

Item 2.           Property                                                   10

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 Matters                                        11

Item 6.           Selected Financial Data                                    12

Item 7.           Management's Discussion and Analysis of Financial
                  Condition And Results of Operations                        13

Item 7A.          Quantitative and Qualitative Disclosures about
                  Market Risk                                                28

Item 8.           Financial Statements and Supplementary Data                29

Item 9.           Changes In and Disagreements With Accountants on
                  Accounting and Financial Disclosure                        50

PART III

Item 10.          Directors and Executive Officers of the Registrant         50

Item 11.          Executive Compensation                                     52

Item 12.          Security Ownership and Certain Beneficial Owners
                  and Management                                             59

Item 13.          Certain Relationships and Related Transactions             61


Part IV

Item 14.          Exhibits, Financial Statement Schedules, and Reports
                  on Form 8-K                                                62

                                       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.


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

                                       3
<PAGE>

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 4930 North Pennsylvania Street in northern Marion
County and Carmel Drive in Hamilton 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. As such, The National Bank of
Indianapolis enjoys a unique position as the only locally-owned and operated
national bank in Marion County. On December 31, 2000, the Corporation had
consolidated total assets of $534 million and total deposits of $410 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.

                                       4
<PAGE>

         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.
         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/Marion County, 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 144 employees, of which 130 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 does not generally 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.

         Certain regulatory capital ratios for the Corporation as of December
31, 2000 are shown below:


Tier 1 Capital to Risk-Weighted Assets                     8.8%
Total Risk Based Capital to Risk-Weighted Assets          11.6%
Tier 1 Leverage Ratio                                      6.2%

                                       6
<PAGE>

         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.

         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, 2000, 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.

                                       7
<PAGE>

         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.

         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 $18,177 for the Financing Corporation (FICO) assessment
for the first quarter in 2001. 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.

                                       8
<PAGE>

         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, 2000 are shown below:

         Tier 1 Capital to Risk-Weighted Assets..................  9.8%
         Total Risk-Based Capital to Risk-Weighted Assets........ 11.1%
         Tier 1 Leverage Ratio...................................  6.9%

         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.

         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
               nonbanking activities then was previously permissible, including
               insurance underwriting and agency, and underwriting and making
               merchant banking investments in commercial and financial
               companies;

                                       9
<PAGE>

          (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 Broad 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 customer 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 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.

                                       10
<PAGE>

         The Bank has installed a remote ATM at the Indianapolis City Market,
University of Indianapolis, TGI Friday's at Keystone Crossing, and Meridian Mark
II Office Complex. 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.


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 Corporation had 640 shareholders on record as of December 31, 2000.

         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.


                                       11
<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).

<TABLE>
<CAPTION>
                                                                               Year Ended December 31
                                                            2000          1999          1998         1997         1996
                                                       -------------------------------------------------------------------
<S>                                                      <C>           <C>           <C>          <C>          <C>
Consolidated Operating Data:
     Interest income                                     $  35,319     $  26,247     $  21,052    $  15,597    $    10,969
     Interest expense
                                                            19,786        14,355        12,367        9,005          6,234
        Net interest income
                                                            15,533        11,892         8,685        6,592          4,735
     Provision for loan losses
                                                             1,440         1,010           680          624            420
        Net income after provision for loan losses
                                                            14,093        10,882         8,005        5,968          4,315
     Securities gains (losses) net
                                                                --            --            --           --             23
     Other income
                                                             4,278         3,363         2,041        1,297            901
     Non-interest expense
                                                            14,002        11,198         8,168        6,091          5,161
     Income before income taxes
                                                             4,369         3,047         1,878        1,174             78
     Applicable income taxes
                                                             1,719         1,217           198           --             --
     Net income
                                                             2,650         1,830         1,680        1,174             78

Consolidated Balance Sheet Data (at end of period):
     Total assets                                        $ 533,767     $ 429,501     $ 358,600    $ 243,067    $   201,118
     Total investment securities
                                                            89,379        55,660        79,707       54,313         38,988
     Total loans
                                                           361,602       311,478       227,848      157,905        122,832
     Allowance for loan losses
                                                            (4,701)       (3,393)        2,626        1,963          1,356
     Deposits
                                                           410,434       345,008       297,914      203,234        170,148
     Shareholders' equity
                                                            24,660        21,636        19,355       17,394         15,999
     Weighted average shares outstanding
                                                             1,908         1,889         1,868        1,831          1,820

Per Share Data:
     Basic net income (loss) per common share (1)        $    1.39     $    0.97     $    0.90    $    0.64    $      0.04
     Cash dividends declared                                     0             0             0            0              0
     Book value (2)
                                                             12.60         11.09         10.14         9.18           8.78

Other Statistics and Operating Data:
     Return on average assets                                  0.6%          0.5%          0.6%         0.5%           0.1%
     Return on average equity                                  8.8%          7.6%          9.3%         7.7%           0.5%
     Net interest margin (3)                                   3.5%          3.2%          3.0%         3.1%           3.1%
     Average loans to average deposits                        79.0%         83.4%         74.6%        74.7%          69.7%
     Allowance for loan losses to loans at end of              1.3%          1.1%          1.2%         1.2%           1.1%
     period
     Allowance for loan losses to non-performing loans       518.8%        881.5%          N/A       1846.7%        1639.8%
     Non-performing loans to loans at end of period            0.3%          0.1%          0.0%         0.1%           0.1%
     Net charge-offs to average loans                          0.0%          0.1%          0.0%         0.0%           0.1%
     Number of offices                                           7             6             5            4              4
     Number of full and part-time employees                    144           127            96           77             58
     Number of Shareholders of Record                          640           619           579          567            549

Capital Ratios:
     Average shareholders' equity to average assets            6.2%          6.1%          5.9%         7.0%           9.2%
     Equity to assets                                          4.6%          5.0%          5.4%         7.2%           8.0%
     Total risk-based capital ratio (Bank only)               11.1%         10.2%          9.3%        11.4%          12.7%
</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.

                                       12
<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, 2000, 1999 and 1998 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, 2000 Compared to the Year Ended December 31, 1999 and
Year Ended December 31, 1999 Compared to the Year Ended December 31, 1998

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 $2,649,749 for the year ended
December 31, 2000 compared to net income of $1,830,320 for the year ended
December 31, 1999 and net income of $1,680,346 for the year ended December 31,
1998. 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 1999 and 1998, thereby offsetting more of the operating expenses.

The Bank experienced exceptional growth during the past three years. Total
assets increased $104,265,362 or 24.3% to $533,766,826 for the year ended
December 31, 2000 from $429,501,464 for the year ended December 31, 1999 and
total assets increased from $358,600,101 for the year ended December 31, 1998.
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 $3,640,707 or 30.6% to $15,532,985 for the year
ended December 31, 2000, from $11,892,278 for the year ended December 31, 1999
and from $8,685,236 for the year ended December 31, 1998. Total interest income
increased $9,071,840 or 34.6% to $35,318,668 for the year ended December 31,
2000 from $26,247,188 for the year ended December 31, 1999 and from $21,051,778
for the year ended December 31, 1998. This increase is primarily a result of
average total loans for the year ended December 31, 2000 being approximately
$331,000,000 compared to approximately $265,000,000 for the year ended December
31, 1999 and approximately $190,000,000 for the year ended December 31, 1998.
The loan portfolio produces the highest yield of all earning assets. Investment
portfolio income increased $1,298,060 or 29.4% to $5,718,341 for the year ended
December 31, 2000, as compared to $4,420,281 for the year ended December 31,
1999, as compared to $4,284,039 for the year ended December 31, 1998. This
increase is primarily a result of the increase in the average investment
securities portfolio to approximately $90,000,000 for the year ended December
31, 2000 from approximately $83,000,000 for the year ended December 31, 1999 and
from approximately $74,000,000 for the year ended December 31, 1998. Also
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. The overall increase in
investment income during 1999 was not greater due to the fact that there was a
decrease in the weighted average rate of the investment portfolio from 5.79% for
the year ended December 31, 1998 to 5.35% for the year ended December 31, 1999.
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. Interest on federal funds
sold decreased for the year ended December 31, 1999 over the same period the
previous year due to a decrease in average federal funds sold of approximately
$5,000,000.

Total interest expense increased $5,430,733 or 37.8% to $19,785,683 for the year
ended December 31, 2000, from $14,354,910 for the year ended December 31, 1999
and from $12,366,542 for the year ended December 31, 1998. This increase is due
to an increase in interest bearing deposits, long term debt, and FHLB advances.
Total interest bearing liabilities averaged approximately $378,000,000 for the
year ended December 31, 2000 as compared to

                                       13
<PAGE>

approximately $318,000,000 for the year ended December 31, 1999 and
approximately $249,000,000 for the year ended December 31, 1998. The average
cost of interest bearing liabilities for the year ended December 31, 2000 was
approximately 5.2% as compared to the average cost of interest bearing
liabilities of 4.5% for the year ended December 31, 1999. This rate increase is
due to an overall rate increase in the market. The average cost of interest
bearing liabilities for the year ended December 31, 1999, was approximately 4.5%
as compared to average cost of interest bearing liabilities of approximately
5.0% for the year ended December 31, 1998. The rate decrease was due to the run
off of higher priced deposits being replaced by lower priced deposits.



                                       14
<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, 2000, 1999 and 1998 (in 000's):

<TABLE>
<CAPTION>
                                              2000                             1999                              1998
                                               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                     $  21,550   $   1,356     6.29%  $  23,880  $    1,187     4.97%  $  28,681   $   1,543     5.38%
Investments                          90,361       5,718     6.33%     82,636       4,420     5.35%     74,025       4,284     5.79%
Loans (gross)                       331,240      28,245     8.53%    264,848      20,640     7.79%    189,582      15,225     8.03%
                                  -------------------------------  -------------------------------  -------------------------------
Total earning assets              $ 443,151   $  35,319     7.97%  $ 371,364  $   26,247     7.07%  $ 292,288   $  21,052     7.20%
Non-earning assets                   37,938                           27,767                           14,194
                                  ----------                       ----------                       ----------
Total assets                      $ 481,089                        $ 399,131                        $ 306,482
                                  ==========                       ==========                       ==========

Liabilities:
Interest bearing DDA              $  39,209   $     749     1.91%  $  29,156   $     471     1.62%  $  19,760   $     438     2.21%
Savings                             150,245       7,724     5.14%    125,510       5,307     4.23%     96,114       4,457     4.64%
CD's under $100,000                  59,673       3,520     5.90%     64,485       3,495     5.42%     58,410       3,406     5.83%
CD's over $100,000                   36,975       2,212     5.98%     36,792       1,963     5.34%     35,847       2,082     5.81%
Individual Retirement Accounts        8,628         518     6.00%      7,194         390     5.42%      6,367         368     5.79%
Repurchase Agreements                53,507       3,004     5.61%     36,218       1,603     4.43%     26,625       1,281     4.81%
FHLB Advances                        18,699       1,143     6.11%     14,000         807     5.76%      5,452         323     5.93%
Long Term Debt                        9,730         916     9.41%      4,230         319     7.54%          -           -     0.00%
                                  -------------------------------  -------------------------------  -------------------------------
Total Interest Bearing            $ 376,666   $  19,786     5.25%  $ 317,585  $   14,355     4.52%  $ 248,575   $  12,355     4.97%
Liabilities
Non-Interest Bearing Liabilities     71,003                           54,547                           37,635
Other Liabilities                     3,378                            2,815                            2,244
                                  ----------                       ----------                       ----------
Total Liabilities                 $ 451,047                        $ 374,947                        $ 288,454
Equity                               30,042                           24,184                           18,028
                                  ----------                       ----------                       ----------
Total Liabilities & Equity        $ 481,089                        $ 399,131                        $ 306,482
                                  ==========                       ==========                       ==========

Recap:
Interest Income                               $  35,319     7.97%             $   26,247     7.07%              $  21,052     7.20%
Interest Expense                                 19,786     5.25%                 14,355     4.52%                 12,356     4.97%
                                            ---------------------            ---------------------            ---------------------
Net Interest Income/Spread                    $  15,533     2.72%             $   11,892     2.55%              $   8,696     2.23%
                                            =====================            =====================            =====================

Contribution of Non-Interest                                0.79%                            0.65%                            0.74%
Bearing Funds

Net Interest Margin                                         3.51%                            3.20%                            2.98%
                                                        =========                        =========                        =========
</TABLE>

Average balances computed using daily actual balances.

                                       15
<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

                                        2000 Changes from 1999      1999 Changes from 1998        1998 Changes from 1997
                                        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              $   169  $   316  $  (147)  $  (356)  $  (117)  $  (239)  $   590  $   (20)  $   610
      Investment securities             1,298      809      489       136      (325)      461     1,032     (120)    1,152
      Loans                             7,605    1,944    5,661     5,415      (451)    5,866     3,833     (231)    4,064
                                      -------------------------   ---------------------------   --------------------------
           TOTAL                      $ 9,072  $ 3,069  $ 6,003   $ 5,195   $  (893)  $ 6,088   $ 5,455  $  (371)  $ 5,826

Interest bearing liabilities:
      Demand deposits                 $   278  $    86  $   192   $    33   $  (118)  $   151   $   115  $   (17)  $   132
      Savings deposits                  2,417    1,145    1,272       850      (393)    1,243     1,381      (32)    1,413
      CDs under $100,000                   25      309     (284)       89      (240)      329       777      (33)      810
      CDs over $100,000                   249      238       11      (120)     (170)       50       298      (26)      324
      Individual retirement accounts      128       42       86        22       (23)       45        65      (13)       78
      Repurchase agreements             1,401      430      971       322      (103)      425       522      (21)      543
      FHLB Advances                       336       49      287       484        (9)      493       193      (11)      204
      Long term debt                      597       79      518       319        --       319        --       --        --
                                      -------------------------   ---------------------------   --------------------------
           TOTAL                      $ 5,431  $ 2,378  $ 3,053   $ 1,999   $(1,056)  $ 3,055   $ 3,351  $  (153)  $ 3,504
                                      -------------------------   ---------------------------   --------------------------

Net change in Net Interest Income     $ 3,641  $   691  $ 2,950   $ 3,196   $   163   $ 3,033   $ 2,104  $  (218)  $ 2,322
                                      =========================   ===========================   ==========================
</TABLE>

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

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

                                       16
<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 entirely to borrowers in central Indiana.

During the year ended December 31, 2000, $1,440,000 was charged to the provision
for loan losses compared to $1,010,000 for the year ended December 31, 1999 and
$680,000 for the year ended December 31, 1998. At December 31, 2000, the
allowance was $4,700,672 or 1.3% of total loans. This compares to an allowance
of $3,392,587 or 1.1% as of December 31, 1999 and an allowance of $2,626,279 or
1.2% as of December 31, 1998. A total of $131,915 was charged-off, net of
recoveries, for the year ended December 31, 2000 compared to a total of $243,692
for the year ended December 31, 1999 and $16,761 for the year ended December 31,
1998.

Other Operating Income
----------------------
Other operating income for the year ended December 31, 2000, increased $915,492
or 27.2% to $4,277,930 from $3,362,438 for the year ended December 31, 1999 and
from $2,041,044 for the year ended December 31, 1998. The increase in other
operating income is primarily due to an increase in service charges and fees on
deposit accounts of $362,679 or 67.2% to $902,147 for the year ended December
31, 2000 from $539,468 for the year ended December 31, 1999 and from $318,593
for the year ended December 31, 1998. This increase is attributable to the
increase in average demand deposit accounts of approximately $51,000,000 to
approximately $261,000,000 for the year ended December 31, 2000 from
approximately $210,000,000 for the year ended December 31, 1999 and an increase
of approximately $56,000,000 from approximately $154,000,000 for the year ended
December 31, 1998. The increase in other operating income is also attributable
to an increase in trust fees of $390,810 or 30.5% to $1,670,431 for the year
ended December 31, 2000 from $1,279,621 for the year ended December 31, 1999 and
from $942,875 for the year ended December 31, 1998. The increase in trust income
is attributable to the increase in total assets under trust administration of
approximately $82,000,000 to approximately $613,000,000 at December 31, 2000
from approximately $531,000,000 at December 31, 1999 and an increase of
approximately $141,000 from approximately $390,000,000 at December 31, 1998.

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. Contributing to the increase in other operating income was the
rental income from the other tenants in the building. For the year ended
December 31, 2000, building rental income was $683,984 compared to $636,048 for
the year ended December 31, 1999 and $80,511 for the year ended December 31,
1998.

Other Operating Expenses
------------------------
Other operating expenses for the year ended December 31, 2000 increased
$2,803,873 or 25.0% to $14,001,708 from $11,197,835 for the year ended December
31, 1999 and increased $3,029,401 or 37.1% from $8,168,434 for the year ended
December 31, 1998. Salaries, wages and employee benefits increased $1,611,099 or
25.4% to $7,943,647 for the year ended December 31, 2000 from $6,332,548 for the
year ended December 31, 1999 and increased $1,730,416 or 37.6% from $4,602,132
for the year ended December 31, 1998. This increase is primarily due to the
increase in the number of employees to 138 full time equivalents at December 31,
2000 from 118 full time equivalents at December 31, 1999 and from 89 full time
equivalents at December 31, 1998. Occupancy expense increased $111,838 for the
year ended December 31, 2000 over the same period the previous year and it
increased $450,901 for the year ended December 31, 1999 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 the new
branch at 4930 North Pennsylvania Street in March 1998, the AUL Office Complex
in June 1999, and the Carmel Office in September 2000. Furniture and equipment
expense increased $144,723 for the year ended December 31, 2000 over the same
period the previous year and it increased $66,421 for the year ended December
31, 1999 over the same period the previous year primarily due to the opening of
the new branches. Professional services expense increased $164,259 or 29.5% to
$720,966 for the year ended December 31, 2000 from $556,707 for the year ended
December 31, 1999 and increased $121,497 or 27.9% for the year ended December
31, 1998. The increase in 2000 was due to consulting fees incurred for the
development and implementation of Private Portrait, the Bank's internet banking
web site. Also contributing

                                       17
<PAGE>

to the increase was accounting fees and the courier service. Data processing
expenses increased $269,507 for the year ended December 31, 2000 over the same
period the previous year and also increased $191,548 for the year ended December
31, 1999 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 $115,794 for the year ended
December 31, 2000 over the same period the previous year and increased $65,545
for the year ended December 31, 1999 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, 2000,
the provision for income taxes consisted of current tax expense of $1,719,458,
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 $2,008,801 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 $22,000,000,
$24,000,000 and $29,000,000 for the twelve months ended December 31, 2000, 1999
and 1998 respectively. 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.

The Corporation actively manages its interest rate sensitive assets and
liabilities to reduce the impact of interest rate fluctuations. At December 31,
2000, the Corporation's rate sensitive liabilities exceeded rate sensitive
assets due within one year by $38,306,400. At December 31, 1999, the
Corporation's rate sensitive liabilities exceeded rate sensitive assets due
within one year by $44,510,927.

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

                                       18
<PAGE>

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 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 significant portion of the Bank's investment securities consist of
asset-backed securities 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,
2000, the Bank held no high risk mortgage-related securities and at December 31,
1999, the Bank held one high risk mortgage-related security.

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

                                      2000        1999        1998
                                      ----        ----        ----
U.S. Treasuries                       5.92%       4.97%       5.70%
U.S. Government agencies              6.24%       5.17%       5.43%
Collateralized mortgage obligations   6.63%       6.03%       6.65%
Asset-backed securities               6.11%       5.24%       5.63%
Municipals (FTE)                      7.10%          -           -
Other securities                      6.42%       5.19%       5.60%

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,
2000, 1999 and 1998.


                                       19
<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, 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, 1998
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
                                     ========================================================
December 31, 1998
U.S. Treasury securities             $  6,496,513  $      9,775   $     (6,428)  $  6,499,860
U.S. Government agencies               42,175,157           678        (22,534)    42,153,301
Collateralized mortgage obligations    15,984,303        13,252        (73,043)    15,924,512
Asset-backed securities                 2,850,000         1,000             --      2,851,000
                                     --------------------------------------------------------
                                     $ 67,505,973  $     24,705   $   (102,005)  $ 67,428,673
                                     ========================================================
</TABLE>
<TABLE>
<CAPTION>
                                                    Held-to-Maturity Securities
                                    ---------------------------------------------------------
                                                      Gross          Gross        Estimated
                                        Amortized   Unrealized     Unrealized       Fair
                                          Cost        Gain           Loss           Value
                                    ---------------------------------------------------------
<S>                                  <C>           <C>            <C>            <C>
December 31, 2000
Collateralized mortgage obligations  $  4,351,992  $      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
                                     ========================================================
December 31, 1998
Collateralized mortgage obligations  $ 10,839,214  $     75,600   $       (333)  $ 10,914,481
Other securities                          125,000         4,488             --        129,488
                                    ---------------------------------------------------------
                                     $ 10,964,214  $     80,088   $       (333)  $ 11,043,969
                                     ========================================================
</TABLE>

As part of managing liquidity, the Corporation monitors its loan to deposit
ratio on a daily basis. At December 31, 2000 the ratio was 88.1 percent and as
of December 31, 1999 the ratio was 90.3 percent which is within the
Corporation's acceptable range.

                                       20
<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,
                                                                    ------------
                               2000                1999                1998                1997                1996
                               ----                ----                ----                ----                ----
                                    % 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             $166,881    46.2%   $135,897    43.6%   $102,427    45.0%    $78,855    49.9%    $55,678    45.3%
Construction              8,733     2.4%     14,472     4.6%      5,347     2.3%      2,174     1.4%      1,784     1.4%
Commercial Mortgage      53,095    14.7%     34,726    11.1%     21,990     9.7%      3,624     2.3%      3,017     2.5%
Residential Mortgage    116,064    32.1%    109,787    35.3%     86,095    37.8%     62,666    39.8%     56,455    46.0%
Installment               2,320     0.6%      2,084     0.7%      1,607     0.7%      1,326     0.8%        836     0.7%
Credit Card               1,709     0.5%      1,556     0.5%      1,179     0.5%        860     0.5%        793     0.6%
Other                    12,800     3.5%     12,956     4.2%      9,202     4.0%      8,400     5.3%     4,269      3.5%
                       ------------------  ------------------  ------------------  ------------------  ------------------
     Total - Gross     $361,602   100.0%   $311,478   100.0%   $227,847   100.0%   $157,905   100.0%   $122,832   100.0%
                                =========           =========           =========           =========           =========

     Allowance          (4,701)             (3,393)             (2,626)             (1,963)             (1,356)
                       ---------           ---------           ---------           ---------           ---------
     Total - Net       $356,901            $308,085            $225,221            $155,942            $121,476
                       =========           =========           =========           =========           =========
</TABLE>

                                       21
<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,
                                                                       ------------
                                                  2000                     1999                      1998
                                                  ----                     ----                      ----
Type                                         Amount      %            Amount       %            Amount       %
----                                         ------     ----          ------      ----          ------      ----
<S>                                      <C>          <C>         <C>           <C>         <C>           <C>
Agriculture, Forestry, & Fishing           $     49     0.0%        $     26      0.0%        $    128      0.1%
Mining                                          371     0.2%             253      0.2%               -      0.0%
Construction                                    767     0.5%             599      0.4%             330      0.3%
Manufacturing                                 8,085     4.8%           4,698      3.5%           4,528      4.4%
Transportation, Communication &
Utilities                                     1,838     1.1%           1,360      1.0%             134      0.1%
Wholesale Trade                               9,241     5.5%           5,476      4.0            4,393      4.3%
Retail Trade                                 12,210     7.3%          10,430      7.7%           5,028      4.9%
Finance, Insurance & Real Estate             41,854    25.1%          39,119     28.8%          27,239     26.6%
Services                                     92,362    55.4%          73,854     54.3%          60,510     59.1%
Public Administration                           104     0.1%              82      0.1%             137      0.2%
                                        ---------------------    ----------------------   -----------------------
                                         $  166,881   100.0%      $  135,897    100.0%      $  102,427    100.0%
                                        =====================    ======================   =======================
</TABLE>

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. The following
table shows the dollar amount of the allowance for loan losses using
management's estimate by loan category:

Loan Loss Reserve Allocation ($000):

Loan Loss Reserve Allocation
($000)
                                    December 31,
                                    ------------
                       2000    1999    1998    1997    1996
                       ----    ----    ----    ----    ----
Commercial            $3,246  $1,452  $1,209  $1,055  $  639
Construction              49     142      59      25      19
Commercial Mortgage      297     342     250      40      32
Residential Mortgage     779   1,088     975     695     591
Installment               43      22      18      18      11
Credit Card               70      15      13      14      12
Other                    217     132     102     116      52
Year 2000                 --     200      --      --      --
                      --------------------------------------
                      $4,701  $3,393  $2,626  $1,963  $1,356
                      ======================================

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.

                                       22
<PAGE>

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

<TABLE>
<CAPTION>
                                   2000                1999                1998                  1997                1996
                                   ----                ----                ----                  ----                ----
                                         % 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                  $   595     65.7%   $   272     70.7%   $     -       0.0%   $    57      63.3%   $    84    100.0%
Construction                      -      0.0%         -      0.0%         -       0.0%         -       0.0%         -      0.0%
Commercial Mortgage               -      0.0%         -      0.0%         -       0.0%         -       0.0%         -      0.0%
Residential Mortgage            288     31.8%        86     22.3%         -       0.0%        33      36.7%         -      0.0%
Installment                      23      2.5%        27      7.0%         -       0.0%         -       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                   $   906    100.0%   $   385    100.0%   $     -       0.0%   $    90     100.0%   $    84    100.0%
                            ==================  ==================  ===================  ===================  ==================

Loans 90 Days Past Due -
Still Accruing              $    -              $    -              $    -               $     -              $   418

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

                                       23
<PAGE>

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 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 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 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 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 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.

During 1996, the Corporation had one non-accrual commercial loan and recognized
$6,905 in interest income and would have recorded an additional $1,875 in
interest if the loan had been accruing. The Corporation generally stops accruing
interest on loans when payments of principal and/or interest is past due 90 days
or more. There were student loans in the amount of $418,000 that were past due
90 days or more and still accruing interest at December 31, 1996. This is due to
the fact that the loans are guaranteed by the government and loss of principal
and/or interest is remote.

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

                                       24
<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
                                                                    -----------
                                           2000                         1999                         1998
                                           ----                         ----                         ----
                                                     % of                         % of                         % of
                                      Amount        Total          Amount        Total           Amount       Total
                                 -------------------------    -------------------------     ------------------------
<S>                                  <C>          <C>             <C>          <C>              <C>         <C>
TYPES OF DEPOSITS
Demand                                84,977       28.41%          66,799       28.07%           54,670      28.86%
MMDA/Savings                         214,168       71.59%         171,147       71.93%          134,485      71.00%
Individual Retirement Accounts             0        0.00%               0        0.00%              262       0.14%
                                 -------------------------    -------------------------     ------------------------
      Total Demand Deposits          299,145      100.00%         237,946      100.00%          189,417     100.00%
                                             =============                =============                 ============

CDs < $100,000                        62,076       55.78%          65,024       60.73%           62,309      57.43%
CDs > $100,000                        39,873       35.83%          34,279       32.02%           39,657      36.55%
Individual Retirement Accounts         9,340        8.39%           7,759        7.25%            6,531       6.02%

                                 -------------------------    -------------------------     ------------------------
      Total Certificates of
      Deposit                        111,289      100.00%         107,062      100.00%          108,497     100.00%
                                             =============                =============                 ============

                                 ------------                 ------------                  ------------
      Total Deposits                 410,434                      345,008                       297,914
                                 ============                 ============                  ============
</TABLE>

The Corporation experienced an increase in cash and cash equivalents, its
primary source of liquidity, of $21,826,942 during 2000. During 1999, it
experienced an increase of $8,261,566. 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. The primary
financing activity for 1999 was deposit growth which provided net cash of
$47,094,360 and security repurchase agreements which provided net cash of
$14,636,811. Lending used $50,255,788 during 2000. Lending used $83,873,785 and
increasing federal funds sold used $1,152,304 during 1999. 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.

                                       25
<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, 2000, 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                $  44,533,453
      Investments                                 47,883,969     16,436,330      2,070,658   15,000,000
      Loans
           Commercial & Industrial
                Fixed                             15,791,607      9,784,240     13,346,775   12,034,748
                Variable                          56,093,748
           Loans Secured by Real Estate
                Fixed                              6,343,900      8,129,823     11,584,674   10,682,714
                Variable                          61,466,869      6,164,437      6,571,938   11,342,455
           Other
                Fixed                              1,100,780        923,288      1,719,849    1,445,764

                Variable                          18,716,745     12,025,208
                                             ----------------------------------------------------------
Total Interest Earning Assets                  $ 251,931,071  $  53,463,326  $  35,293,894  $50,505,681
Non-Interest Earning Assets
                                             ----------------------------------------------------------
Total Assets                                   $ 251,931,071  $  53,463,326  $  35,293,894  $50,505,681
                                             ==========================================================

Interest Bearing Liabilities:
      Demand Deposits                          $     211,060
      Interest Bearing Demand                     45,452,048
      Savings Deposits
      Money Market Accounts                      164,746,030
      Certificate of Deposits                     20,254,772     21,768,102     17,152,935    6,644,800
      Jumbo CDs                                   19,174,941     12,632,590      5,951,896    2,438,543
      Repurchase Agreements                       57,461,254
      FHLB Advances                                               2,000,000     10,000,000    6,000,000
      Company obligated mandatorily
           redeemable preferred capital
           securities of subsidiary trust
           holding solely the junior
           subordinated debentures of the
           parent company
                                             ----------------------------------------------------------
Total Interest Bearing Liabilities             $ 307,300,105  $  36,400,692  $  33,104,831  $15,083,343
Non-Interest Bearing Liabilities
Equity
                                             ----------------------------------------------------------
Total Liabilities & Shareholders' Equity       $ 307,300,105  $  36,400,692  $  33,104,831  $15,083,343
                                             ==========================================================

Interest Sensitivy Gap per Period              $ 55,369,034)  $  17,062,634  $   2,189,063  $35,422,338

Cumulative Interest Sensitivity Gap            $(55,369,034)  $(38,306,400)  $(36,117,337)  $ (694,999)

Interest Sensitivity Gap as a Percentage
      of Earning Assets                              -11.17%          3.44%          0.44%        7.15%
Cumulative Sensitivity Gap as a
      Percentage of Earning Assets                   -11.17%         -7.73%         -7.29%       -0.14%


                                                      3 -5          5 +   Non-interest
                                                     years        years        Earning         Total
                                                     -----        -----        -------         -----
<S>                                            <C>            <C>            <C>            <C>
Interest Earning Assets:
      Fed Funds/ Overnight Time                                                         $ 44,533,453
      Investments                                   50,000    7,937,590                   89,378,547
      Loans
           Commercial & Industrial
                Fixed                           11,380,013    5,326,275        595,197    68,258,855
                Variable                                                                  56,093,748
           Loans Secured by Real Estate
                Fixed                           18,174,578   29,427,456                   84,343,145
                Variable                        26,015,834    2,161,648        288,066   114,011,247
           Other
                Fixed                            2,403,709                     554,463     8,152,760
                                                                  4,907
                Variable                                                                  30,741,953
                                             --------------------------------------------------------
Total Interest Earning Assets                  $58,024,134  $44,857,876  $   1,437,726  $495,513,708
Non-Interest Earning Assets                                                 38,253,118    38,253,118
                                             --------------------------------------------------------
Total Assets                                   $58,024,134  $44,857,876  $  39,690,844  $533,766,826
                                             ========================================================

Interest Bearing Liabilities:
      Demand Deposits                                                    $  84,766,317  $  4,977,377
      Interest Bearing Demand                                                             45,452,048
      Savings Deposits                                                       3,969,512     3,969,512
      Money Market Accounts                                                              164,746,030
      Certificate of Deposits                    2,678,021    1,697,716                   70,196,346
      Jumbo CDs                                    794,270      100,000                   41,092,240
      Repurchase Agreements                                                               57,461,254
      FHLB Advances                              3,000,000    3,000,000                   24,000,000
      Company obligated mandatorily                          13,500,000                   13,500,000
           redeemable preferred capital
           securities of subsidiary trust
           holding solely the junior
           subordinated debentures of the
           parent company
                                             --------------------------------------------------------
Total Interest Bearing Liabilities             $ 6,472,291  $18,297,716  $  88,735,829  $505,394,807
Non-Interest Bearing Liabilities                                             3,712,213     3,712,213
Equity                                                                      24,659,806    24,659,806
                                             --------------------------------------------------------
Total Liabilities & Shareholders' Equity       $ 6,472,291  $18,297,716  $ 117,107,848  $533,766,826
                                             ========================================================

Interest Sensitivy Gap per Period              $51,551,843  $26,560,160  $(77,417,004)

Cumulative Interest Sensitivity Gap            $50,856,844  $77,417,004  $         (0)

Interest Sensitivity Gap as a Percentage
      of Earning Assets                             10.40%        5.36%        -15.62%
Cumulative Sensitivity Gap as a
      Percentage of Earning Assets                  10.26%       15.62%          0.00%
</TABLE>

                                       26
<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.

The Corporation incurred indebtedness in the amount of $7,500,000 pursuant to a
Revolving Credit Agreement with Harris Trust and Savings Bank dated March 26,
1999. The aggregate amount of the revolving line of credit is $7,500,000
maturing December 31, 2005. The Corporation made a $7,500,000 capital
contribution to the Bank from the loan proceeds. On September 29, 2000, the
Corporation paid the total outstanding of $7,500,000 in full with part of the
proceeds from the issuance of company obligated mandatorily redeemable preferred
capital securities. 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.

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
($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 Bank has incurred indebtedness pursuant to FHLB advances as follows:

                         Amount             Rate              Maturity
                         ------             ----              --------
                   $  2,000,000             6.40%             08/01/2001
                     10,000,000             7.03%             07/17/2002
                      6,000,000             5.66%             09/04/2003
                      3,000,000             5.39%             10/03/2005
                      3,000,000             5.55%             10/02/2008
                  -------------
                   $ 24,000,000
                  =============

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, 2000. Pertinent capital ratios for the
Corporation as of December 31, 2000 are as follows:

                                                        Minimum
                                          Actual      Requirements
                                          ------      ------------
Tier 1 risk-based capital ratio             8.8%          4.0%
Total risk-based capital ratio             11.6%          8.0%
Leverage ratio                              6.2%          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 2000
or 1999 by the Bank to the Corporation.

                                       27
<PAGE>

Forward-Looking Statements

The sections that follow, Quantitative and Qualitative Disclosures about Market
Risk and Other, 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 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 upward shock on the
Corporation's Gap Report as of December 31, 2000 (in $000's):

<TABLE>
<CAPTION>
Current                                                     Cost/Revenue
                                          Under 1 Year       Over 1 Year            Total
                                          ------------       -----------            -----
<S>                                            <C>               <C>              <C>
Assets                                         $25,085           $14,489          $39,574
Liabilities / Equity                            18,154             4,039           22,193
                                              --------          --------         --------
Net Interest Income                            $ 6,931           $10,450          $17,381

Shock Calculation                                           Cost/Revenue
                                          Under 1 Year       Over 1 Year            Total
                                          ------------       -----------            -----

Assets                                         $30,388           $14,489          $44,877
Liabilities / Equity                            23,807             4,039           27,846
                                              --------          --------         --------
Net Interest Income                            $ 6,581           $10,450          $17,031


Summary:

Net interest income - current                  $17,381
Net interest income - shocked                   17,031
                                              --------
Change $                                       $ (350)
Change %                                        -2.05%
</TABLE>

                                       28
<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, 2000 and 1999, and the
related consolidated statements of income, shareholders' equity and cash flows
for each of the three years in the period ended December 31, 2000. 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, 2000 and 1999, and the consolidated
results of its operations and its cash flows for each of the three years in the
period ended December 31, 2000, in conformity with accounting principles
generally accepted in the United States.



January 25, 2001

                                       29
<PAGE>

                  The National Bank of Indianapolis Corporation
                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                          December 31
                                                                     2000            1999
                                                             --------------------------------
<S>                                                             <C>             <C>
Assets
Cash and due from banks                                         $  56,636,478   $  34,809,536
Federal funds sold                                                 15,533,453      17,302,304

Available-for-sale securities                                      77,038,974      46,163,821
Held-to-maturity securities                                        10,250,372       7,698,420
                                                             --------------------------------
Total investment securities                                        87,289,346      53,862,241

Loans                                                             361,601,708     311,477,835
      Less:  Allowance for loan losses                             (4,700,672)     (3,392,587)
                                                             --------------------------------
Net loans                                                         356,901,036     308,085,248
Premises and equipment                                              8,242,484       7,925,669
Accrued interest receivable                                         3,443,503       3,296,010
Stock in federal banks                                              2,089,200       1,797,500
Other assets                                                        3,631,326       2,422,956
                                                             --------------------------------
Total assets                                                    $ 533,766,826   $ 429,501,464
                                                             ================================

Liabilities and shareholders' equity
Deposits:
      Noninterest-bearing demand deposits                       $  84,977,377   $  66,799,489
      Money market and saving deposits                            214,167,590     171,147,030
      Time deposits over $100,000                                  41,092,240      35,403,389
      Other time deposits                                          70,196,346      71,658,213
                                                             --------------------------------
Total deposits                                                    410,433,553     345,008,121
Security repurchase agreements                                     57,461,254      40,195,017
FHLB advances                                                      24,000,000      14,000,000
Long-term debt                                                             --       6,000,000
Company obligated mandatorily redeemable preferred
      capital securities of subsidiary trust holding solely
      the junior subordinated debentures of the parent company     13,500,000              --
Other liabilities                                                   3,712,213       2,662,482
                                                             --------------------------------
Total liabilities                                                 509,107,020     407,865,620

Shareholders' equity:
      Common stock, no par value:
          Authorized shares; 2000 and 1999-3,000,000
          Issued and outstanding shares; 2000-1,956,962;
                           1999-1,950,171                          20,665,160      20,534,340
      Unearned compensation                                          (598,711)       (817,014)
      Retained earnings                                             4,593,023       1,943,274
      Accumulated other comprehensive income (loss)                       334         (24,756)
                                                             --------------------------------
Total shareholders' equity                                         24,659,806      21,635,844
                                                             --------------------------------
Total liabilities and shareholders' equity                      $ 533,766,826   $ 429,501,464
                                                             ================================
</TABLE>

See accompanying notes.

                                       30
<PAGE>

                  The National Bank of Indianapolis Corporation
                        Consolidated Statements of Income

<TABLE>
<CAPTION>
                                                               Years ended December 31
                                                          2000           1999          1998
                                                 ---------------------------------------------
<S>                                                  <C>            <C>           <C>
Interest income:
     Interest and fees on loans                      $ 28,244,569   $ 20,639,845  $ 15,224,821
     Interest on investment securities                  5,718,341      4,420,281     4,284,039
     Interest on federal funds sold                     1,355,758      1,187,062     1,542,918
                                                 ---------------------------------------------
Total interest income                                  35,318,668     26,247,188    21,051,778

Interest expense:
     Interest on deposits                              14,723,423     11,625,462    10,761,987
     Interest on repurchase agreements                  3,003,715      1,603,397     1,281,340
     Interest on FHLB advances                          1,142,990        806,777       323,215
     Interest on long-term debt                           915,555        319,274            --
                                                 ---------------------------------------------
Total interest expense                                 19,785,683     14,354,910    12,366,542
                                                 ---------------------------------------------
Net interest income                                    15,532,985     11,892,278     8,685,236

Provision for loan losses                               1,440,000      1,010,000       680,000
                                                 ---------------------------------------------
Net interest income after provision for loan losses    14,092,985     10,882,278     8,005,236

Other operating income:
     Trust fees and commissions                         1,670,431      1,279,621       942,875
     Service charges and fees on deposit accounts         902,147        539,468       318,593
     Building rental income                               683,984        636,048        80,511
     Net gain (loss) on sale of mortgage loans             (1,008)        66,698       203,354
     Other income                                       1,022,376        840,603       495,711
                                                 ---------------------------------------------
Total other operating income                            4,277,930      3,362,438     2,041,044

Other operating expenses:
     Salaries, wages, and employee benefits             7,943,647      6,332,548     4,602,132
     Occupancy expense                                  1,214,008      1,102,170       651,269
     Furniture and equipment expense                      748,360        603,637       537,216
     Professional services                                720,966        556,707       435,210
     Data processing                                      921,227        651,720       460,172
     Business development                                 499,683        383,889       318,344
     Other expenses                                     1,953,817      1,567,164     1,164,091
                                                 ---------------------------------------------
Total other operating expenses                         14,001,708     11,197,835     8,168,434
                                                 ---------------------------------------------
Net income before tax                                   4,369,207      3,046,881     1,877,846
     Federal and state income tax                       1,719,458      1,216,561       197,500
                                                 ---------------------------------------------
Net income after tax                                 $  2,649,749   $  1,830,320  $  1,680,346
                                                 =============================================

Basic earnings per share                             $       1.39   $       0.97  $       0.90
                                                 =============================================

Diluted earnings per share                           $       1.24   $       0.88  $       0.84
                                                 =============================================
</TABLE>

See accompanying notes.

                                       31
<PAGE>

                  The National Bank of Indianapolis Corporation
                 Consolidated Statements of Shareholders' Equity

<TABLE>
<CAPTION>
                                                                                   Accumulated
                                                                     Retained         Other
                                        Common        Unearned       Earnings     Comprehensive
                                        Stock       Compensation     (Deficit)    Income (Loss)      Total
                                     ------------------------------------------------------------------------
<S>                                  <C>            <C>            <C>            <C>            <C>
Balance at December 31, 1997         $ 19,661,133   $   (699,942)  $ (1,567,392)  $        448   $ 17,394,247

Comprehensive income:
     Net income                                --             --      1,680,346             --      1,680,346
     Other comprehensive income
        Net unrealized gain on
            investments, net of tax
            of $32,852                         --             --             --        (44,896)       (44,896)
                                                                                                 ------------
Total comprehensive income                                                                          1,635,450

Issuance of stock (6,846 shares)           86,187        (14,000)            --             --         72,187
Compensation earned                            --        253,548             --             --        253,548
                                     ------------------------------------------------------------------------
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
                                     ========================================================================
</TABLE>

See accompanying notes.

                                       32
<PAGE>

                  The National Bank of Indianapolis Corporation
                      Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                   Years ended December 31
                                                            2000            1999            1998
------------------------------------------------------------------------------------------------------
<S>                                                    <C>             <C>             <C>
Operating activities
Net income                                             $   2,649,749   $   1,830,320   $   1,680,346
Adjustments to reconcile net income to net
     cash provided by operating activities:
         Provision for loan losses                         1,440,000       1,010,000         680,000
         Depreciation and amortization                       935,882         758,900         608,624
         Net accretion of investments                     (1,349,135)     (1,213,816)       (714,539)
         Unearned compensation amortization                  299,303         327,380         253,548
         Increase in:
            Accrued interest receivable                     (147,493)     (1,521,474)        (88,775)
            Other assets                                  (1,224,827)       (365,854)     (1,494,150)
         Increase in:
            Other liabilities                              1,049,731         889,780         675,435
                                                       ---------------------------------------------
Net cash provided by operating activities                  3,653,210       1,715,236       1,600,489

Investing activities
Net change in federal funds sold                           1,768,851      (1,152,304)       (725,000)
Proceeds from maturities of investment
     securities held to maturity                           2,953,285       5,174,107       2,369,193
Proceeds from maturities of investment
     securities available for sale                       191,818,216     132,636,137      84,204,222
Purchases of investment securities held to maturity       (5,765,926)     (2,302,070)     (1,117,056)
Purchases of investment securities available for sale   (221,333,698)   (110,210,306)   (110,213,847)
Net increase in loans                                    (50,255,788)    (83,873,785)    (69,959,495)
Purchases of premises and equipment                       (1,252,697)     (1,559,640)     (4,025,646)
                                                       ---------------------------------------------
Net cash used by investing activities                    (82,067,757)    (61,287,861)    (99,467,629)

Financing activities
Net increase in deposits                                  65,425,432      47,094,360      94,680,122
Increase in security repurchase agreements                17,266,237      14,636,811       6,216,651
Increase in FHLB advances                                 10,000,000              --      12,000,000
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                                          (46,000)             --              --
Proceeds from issuance of stock                               95,820         103,020          72,187
                                                       ---------------------------------------------
Net cash provided by financing activities                100,241,489      67,834,191     112,968,960
                                                       ---------------------------------------------

Increase in cash and cash equivalents                     21,826,942       8,261,566      15,101,820
Cash and cash equivalents at beginning of year            34,809,536      26,547,970      11,446,150
                                                       ---------------------------------------------
Cash and cash equivalents at end of year               $  56,636,478   $  34,809,536   $  26,547,970
                                                       =============================================

Interest paid                                          $  18,917,557   $  14,120,910   $  12,221,455
                                                       =============================================
Income taxes paid                                      $   2,209,100   $   1,405,028   $   1,304,090
                                                       =============================================
</TABLE>

See accompanying notes.

                                       33
<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.

                                       34
<PAGE>

1. Organization and Accounting Policies (continued)

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

The Corporation grants stock options for a fixed number of shares to directors
and employees 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 1999 and 1998 financial statements have been reclassified
to conform with the 2000 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.

                                       35
<PAGE>

1. Organization and Accounting Policies (continued)

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

In June 1998, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) 133, "Accounting for Derivative
Instruments and Hedging Activities," which requires all derivative instruments
to be recognized at fair value as either assets or liabilities in the balance
sheet. Changes in the fair value of a derivative instrument are to be reported
as earnings or other comprehensive income, depending upon the intended use of
the derivative instrument.

In June 1999, the FASB issued SFAS 137, "Accounting for Derivative Instruments
and Hedging Activities - Deferral of the Effective Date of FASB Statement No.
133," which defers the effective date of SFAS 133 for one year, to years
beginning after June 15, 2000. Adoption of SFAS 133 is not expected to have a
material impact on the Corporation's consolidated results of operations or
financial position.

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 $4,156,000 and $4,800,000 at
December 31, 2000 and 1999, 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, 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
                                     ========================================================
</TABLE>

                                       36
<PAGE>

4. Investment Securities (continued)

<TABLE>
<CAPTION>
                                                   Held-to-Maturity Securities
                                     --------------------------------------------------------
                                                      Gross          Gross         Estimated
                                       Amortized    Unrealized     Unrealized        Fair
                                         Cost         Gain           Loss            Value
                                     --------------------------------------------------------
<S>                                  <C>           <C>            <C>            <C>
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>

There were no sales of investment securities in 2000 or 1999.

Investment securities with a carrying value of approximately $59,500,000 and
$41,200,000 at December 31, 2000 and 1999, 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, 2000, 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                 $61,203,764  $61,212,383
Due after one year through five years    15,834,657   15,826,591
                                       -------------------------
                                        $77,038,421  $77,038,974
                                       =========================
Held-to-Maturity
Due after one year through five years   $   341,661  $   350,910
Due after five years through ten years    5,556,729    5,711,983
Collateralized mortgage obligations       4,351,982    4,335,686
                                       -------------------------
                                        $10,250,372  $10,398,579
                                       =========================

5. Loans and Loan Commitments

Loans consist of the following at December 31:

                                                2000          1999
                                            ---------------------------
Residential loans secured by real estate     $145,260,170  $144,843,353
Commercial loans secured by real estate        53,094,609    34,726,310
Other commercial and industrial loans         123,757,407    97,669,242
Loans to individuals for household, family,
   and other consumer expenditures             39,489,522    34,238,930
                                            ---------------------------
Total loans                                  $361,601,708  $311,477,835
                                            ===========================

                                       37
<PAGE>

5. Loans and Loan Commitments (continued)

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, 2000 and 1999, unused loan commitments totaled approximately
$124,762,804 and $108,956,004, 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:

                              2000          1999          1998
                          ----------------------------------------
Beginning balance          $ 3,392,587   $ 2,626,279   $ 1,963,040
Loans charged off (net)       (131,915)     (243,692)      (16,761)
Provision for loan losses    1,440,000     1,010,000       680,000
                          ----------------------------------------
Ending balance             $ 4,700,672   $ 3,392,587   $ 2,626,279
                          ========================================

At December 31, 2000 thirteen loans with a combined balance of $906,022 were
considered to be impaired. At December 31, 1999 four loans with a combined
balance of $384,789 were considered to be impaired. The average balance of
impaired loans during 2000 and 1999 was $494,979 and $194,668, respectively.

Loans are entirely to borrowers in the Central Indiana area.

6. Premises and Equipment

Premises and equipment consist of the following at December 31:

                                                    2000           1999
                                               ----------------------------
Land and improvements                           $  2,270,444   $  2,270,444
Building and improvements                          3,774,066      3,694,573
Construction in progress                              96,429         65,649
Leasehold improvements                             1,406,189        984,352
Furniture and equipment                            4,467,265      3,857,100
                                               ----------------------------
                                                  12,014,393     10,872,118
Less accumulated depreciation and amortization    (3,771,909)    (2,946,449)
                                               ----------------------------
Net premises and equipment                      $  8,242,484   $  7,925,669
                                               ============================

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

Future minimum rental commitments under noncancelable leases are:

              2001                            $237,577
              2002                             217,621
              2003                             214,785
              2004                             196,636
              2005                             186,481
           Thereafter                          492,633
                                     -----------------------
                                            $1,545,733
                                     =======================

                                       38
<PAGE>

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 $55,286,545 and $41,562,991 at December
31, 2000 and 1999, respectively.

8. Deposits

At December 31, 2000 the stated maturities of time deposits are as follows:

                                                                   Greater
                                                     Less than      than
                                                     $100,000     $100,000
                                                  --------------------------
     Mature in three months or less                 $10,289,826  $14,306,692
     Mature after three months through six months     9,964,946    4,868,249
     Mature after six months through twelve months   21,768,102   12,632,590
     Mature in 2002                                  17,152,935    5,951,896
     Mature in 2003                                   6,644,800    2,438,543
     Thereafter                                       4,375,737      894,270
                                                  --------------------------
                                                    $70,196,346  $41,092,240
                                                  ==========================

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, 2000 and
1999 the weighted average interest rate on these borrowings was 5.56% and 4.71%,
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.

A schedule of the FHLB advances as of December 31, 2000 is as follows:

                        Amount           Rate       Maturity
                   -------------------------------------------

                      $2,000,000         6.40%       8/1/2001
                      10,000,000         7.03%       7/17/2002
                       6,000,000         5.66%       9/4/2003
                       3,000,000         5.39%       10/3/2005
                       3,000,000         5.55%       10/2/2008
                   ----------------
                     $24,000,000
                   ================

On March 26, 1999, the Corporation entered into a $7,500,000 Revolving Credit
Agreement with Harris Trust and Savings Bank which matures on 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. At December 31, 2000 and
1999, $0 and $6,000,000 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.

                                       39
<PAGE>

9. Other Borrowings (continued)

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
($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.

Shares subject to outstanding options are summarized as follows:

<TABLE>
<CAPTION>
                                                   December 31
                                 2000                 1999                  1998
                         ----------------------------------------------------------------
                                    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    287,500    $13.95    190,000     $11.36     175,400     $11.01
New options granted        31,000     21.13     97,500      19.00      17,000      14.82
Options exercised            -            -      -              -     (2,400)      10.00
Options forfeited          (2,000)    19.00       -             -       -              -
                         ---------            ---------              ---------
Options outstanding
  at end of year           316,500   $14.65    287,500     $13.95     190,000      $11.36
                         =========            =========              =========

Exercisable at year end    220,500   $13.01    183,600     $11.76     163,000      $11.09

Weighted-average fair
  value of options
  granted
  during the year                     $9.77                 $8.55                   $5.74
</TABLE>

As of December 31, 2000 total shares which may be purchased under the plans is
316,500 with option prices ranging from $10.00 to $22.50. The weighted-average
remaining contractual life of those options is 6.3 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.

                                       40
<PAGE>

10. Stock Option and Employee Benefit Programs (continued)

<TABLE>
<CAPTION>
    Fiscal Year     Number of        Unearned
      Ended       Shares Issued    Compensation    Vesting Schedule       Date Fully Vested
--------------------------------------------------------------------------------------------
<S>   <C>             <C>            <C>          <C>                       <C>
      1994            48,000         $611,000       50% - July 1, 1998        July 1, 2000
                                                  25% - January 1, 1999
                                                    25% - July 1, 2000
      1997            19,000          238,465          20% per year         January 1, 2002
      1998             1,000           14,000          20% per year         January 1, 2003
      1999            36,000          684,000          5 yr. cliff           June 30, 2004
      2000             4,000           81,000          5 yr. cliff           March 16, 2005
</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.

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 rates of 6.53% and 6.26%; 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.

                                       41
<PAGE>

10. Stock Option and Employee Benefit Programs (continued)

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:

                                    2000           1999            1998
                                 -----------------------------------------
Pro forma net income             $2,442,758     $1,661,194      $1,561,978
Pro forma earnings per share:
   Basic                         $     1.28     $      .88      $      .84
   Diluted                       $     1.14     $      .80      $      .78
 .
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 $98,000, $75,000, and $55,000 for employer contributions to the
plan during 2000, 1999, and 1998, 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 2000
or 1999 by the Bank to the Corporation.

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, 2000, the Bank's Tier 1
capital, consisting of shareholders' equity, was $35,940,043. Tier 2 capital,
which consists of the allowance for loan losses, amounted to $4,581,179. Total
qualifying capital, combining Tier 1 and Tier 2 capital, therefore, amounted to
$40,521,222 and risk-weighted assets (including off-balance sheet exposures)
totaled $366,494,315 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 above
minimum levels as of December 31.

<TABLE>
<CAPTION>
                                           2000                     1999
                                     ----------------------------------------------
                                                Minimum                  Minimum
                                     Actual   Requirements    Actual   Requirements
                                     ----------------------------------------------
<S>                                   <C>         <C>          <C>         <C>
   Tier 1 risk-based capital ratio     9.8%        4.0%         9.1%        4.0%
   Total risk-based capital ratio     11.1%        8.0%        10.2%        8.0%
   Leverage ratio                      6.9%        4.0%         6.3%        4.0%
</TABLE>

                                       42
<PAGE>

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 $5,813,418 and $5,188,640 on December 31, 2000 and 1999,
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 2000, new loans to these parties
amounted to $665,761 and repayments amounted to $40,982.

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:

<TABLE>
<CAPTION>
                                    2000              1999             1998
                                -------------------------------------------------
<S>                              <C>               <C>               <C>
Current tax expense              $2,262,449        $1,417,719        $1,068,011
Deferred tax benefit               (542,991)         (201,158)         (316,944)
Reduce valuation allowance
   for deferred tax assets                -                 -          (553,567)
                                -------------------------------------------------
                                 $1,719,458        $1,216,561        $  197,500
                                =================================================
</TABLE>

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.

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

                                             2000              1999
                                        --------------------------------
Deferred tax assets:
   Allowance for loan losses              $1,861,936        $1,343,804
   Other                                     332,670           300,127
                                        --------------------------------
     Total deferred tax assets             2,194,606         1,643,931
Deferred tax liability:
   Mortgage servicing rights                (185,586)         (161,665)
   Other                                        (219)                -
                                        --------------------------------
     Total deferred tax liabilities         (185,805)         (161,665)
                                        --------------------------------
     Net deferred tax assets              $2,008,801        $1,482,266
                                        ================================

14. 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

                                       43
<PAGE>

14. Fair Value of Financial Instruments (contined)

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.

     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.

                                       44
<PAGE>

14. Fair Value of Financial Instruments (continued)

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

<TABLE>
<CAPTION>
                                                   2000                               1999
                                    -----------------------------------------------------------------------
                                           Carrying          Fair            Carrying           Fair
                                            Amount           Value            Amount            Value
                                    -----------------------------------------------------------------------
<S>                                     <C>              <C>               <C>                <C>
Assets
Cash and due from banks                 $  56,636,478    $  56,636,478     $  34,809,536      $34,809,536
Federal funds sold                         15,533,453       15,533,453        17,302,304       17,302,304
Investment securities
   available-for-sale                      77,038,974       77,038,974        46,163,821       46,163,821
Investment securities
   held-to-maturity                        10,250,372       10,398,579         7,698,420        7,628,123
Stock in federal banks                      2,089,200        2,089,200         1,797,500        1,797,500
Net loans                                 356,901,036      356,364,804       308,085,248      307,113,000

Liabilities
Deposits                                  410,433,553      409,620,066       345,008,121      344,588,000
Short-term borrowings                      57,461,254       57,461,254        40,195,017       40,195,017
FHLB advances                              24,000,000       23,936,057        14,000,000       14,000,000
Long-term debt                                      -                -         6,000,000        6,000,000
Capital securities                         13,500,000       14,667,799                 -                -

Off-Balance-Sheet Instruments
Loan commitments                                    -          272,902                 -          206,547
Standby and commercial letters of
   credit                                           -           46,399                 -           44,467
</TABLE>


                                       45
<PAGE>

15. 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:

<TABLE>
<CAPTION>
                                               2000             1999           1998
                                          ----------------------------------------------
<S>                                          <C>              <C>            <C>
Basic average shares outstanding             1,908,476        1,888,514      1,867,710
                                          ==============================================

Net income                                  $2,649,749       $1,830,320     $1,680,346
                                          ==============================================

Basic net income per common share                $1.39            $0.97          $0.90
                                          ==============================================

Diluted
   Average shares outstanding                1,908,476        1,888,514      1,867,710
   Nonvested restricted stock                   28,920           35,820         23,520
   Common stock equivalents
     Net effect of the assumed exercise
          of stock options                      69,164           45,831         27,710
      Net effect of the assumed
          exercise of warrants                 138,227          113,974         76,905
                                          ----------------------------------------------
Diluted average shares                       2,144,787        2,084,139      1,995,845
                                          ==============================================

Net income                                  $2,649,749       $1,830,320     $1,680,346
                                          ==============================================

Diluted net income per common share             $1.24            $0.88          $0.84
                                          ==============================================
</TABLE>


                                       46
<PAGE>

16. Parent Company Financial Statements

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

Balance Sheet

<TABLE>
<CAPTION>
                                                                December 31
                                                          2000             1999
                                                   --------------------------------
<S>                                                  <C>             <C>
Assets
Cash                                                 $  2,229,643    $     558,183
Investment in subsidiaries                             36,405,230       27,189,852
Other assets                                              438,019                -
                                                   --------------------------------
Total assets                                          $39,072,892      $27,748,035
                                                   ================================

Liabilities and shareholders' equity
Other liabilities                                   $     495,086    $     112,191
Long-term debt                                                  -        6,000,000
Subordinated debt                                      13,918,000                -
                                                   --------------------------------
Total liabilities                                      14,413,086        6,112,191

Shareholders' equity                                   24,659,806       21,635,844
                                                   --------------------------------
Total liabilities and shareholders' equity            $39,072,892      $27,748,035
                                                   ================================
</TABLE>

Statements of Income

<TABLE>
<CAPTION>
                                                                         Years ended December 31
                                                                  2000             1999             1998
                                                            -------------------------------------------------
<S>                                                           <C>              <C>              <C>
Interest income                                               $   154,624      $    10,938      $     9,299
Interest expense                                                  915,555          319,274                -
Other operating expenses:
   Unearned compensation amortization                             299,303          327,380          253,493
   Other expenses                                                  52,661           31,092           25,212
                                                            -------------------------------------------------
Total other operating expenses                                    351,964          358,472          278,705
                                                            -------------------------------------------------
Net loss before tax benefit and equity in undistributed
         net income of The National Bank of Indianapolis       (1,112,895)        (666,808)        (269,406)
Tax benefit                                                       490,356          296,326          106,712
                                                            -------------------------------------------------
Net loss before equity in undistributed net income of The
   National Bank of Indianapolis                                 (622,539)        (370,482)        (162,694)

Equity in undistributed net income of The National
   Bank of Indianapolis                                         3,272,288        2,200,802        1,843,040
                                                            -------------------------------------------------
Net income                                                    $ 2,649,749      $ 1,830,320      $ 1,680,346
                                                            =================================================
</TABLE>

                                       47
<PAGE>

Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                         Years ended December 31
                                                                 2000             1999             1998
                                                           --------------------------------------------------
<S>                                                           <C>              <C>              <C>
Operating activities
Net income                                                    $ 2,649,749      $ 1,830,320      $ 1,680,346
Adjustments to reconcile net income to net cash provided
   by operating activities:
     Undistributed income of The National Bank of
       Indianapolis                                            (3,272,288)      (2,200,802)      (1,843,040)
     Unearned compensation amortization                           299,303          327,380          253,493
     Increase in other assets                                    (438,019)               -                -
     Increase in other liabilities                                382,895           26,192           62,823
                                                           --------------------------------------------------
Net cash (used by) provided by operating activities              (378,360)         (16,910)         153,622

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

Financing activities
Proceeds from issuance of stock                                    95,820          103,020           72,187
Repurchase of stock                                               (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                       7,967,820         6,103,020          72,187
                                                           --------------------------------------------------

Increase in cash and cash equivalents                           1,671,460            86,110         225,809

Cash and cash equivalents at beginning of year                    558,183           472,073         246,264
                                                           --------------------------------------------------
Cash and cash equivalents at end of year                      $ 2,229,643      $    558,183     $   472,073
                                                           ==================================================
</TABLE>

                                       48
<PAGE>

17. Quarterly Results of Operations (Unaudited)

The following is a summary of the unaudited quarterly results of operations for
the years ended December 31, 2000 and 1999:

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

1999

Interest income                  $5,738,352        $6,224,153          $6,837,791         $7,446,892
Interest expense                  3,238,711         3,458,480           3,660,219          3,997,500
                                 -------------------------------------------------------------------

Net interest income               2,499,641         2,765,673           3,177,572          3,449,392

Provision for loan losses           240,000           240,000             240,000            290,000
Other operating income              759,613           817,181             840,444            945,200
Other operating expense           2,428,267         2,672,950           2,833,501          3,263,117
                                 -------------------------------------------------------------------

Net income before tax               590,987           669,904             944,515            841,475

Federal and state income tax        234,090           267,108             378,091            337,272
                                 -------------------------------------------------------------------

Net income after tax              $ 356,897         $ 402,796           $ 566,424          $ 504,203
                                 ===================================================================

Basic earnings per share           $   0.19          $   0.21            $   0.30           $   0.27
Diluted earnings per share         $   0.17          $   0.19            $   0.27           $   0.25
</TABLE>

                                       49
<PAGE>

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

         Not applicable.


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, 2000, 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 58, Term Expires 2000. 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 57, Term Expires 2001. Mr. Cornelius, a director,
is chairman of the board of directors of Guidant Corporation, a global medical
device company traded on the New York and Pacific Stock Exchanges. He was
elected to this position in September 1994 and joined Guidant full time
following his retirement from Eli Lilly and Company in October 1995. He served
as vice president of finance and chief financial officer at Lilly from January
1983 until his retirement and served on its Board and Executive Committee from
December 1986. Mr. Cornelius serves on the Board of Directors for American
United Life Insurance Company, American United Mutual Insurance Holding Company,
Hughes Electronics, Lilly Industries, Inc., and The Chubb Corporation and is a
member of the Board of Trustees for University of Indianapolis, DePauw
University, and Indianapolis Museum of Art. He served as a director of Indiana
National Bank from 1982 through 1992.

     DAVID R. FRICK - Age 56, Term Expires 2000. 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 61, 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.

                                       50
<PAGE>


     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, 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 64, Term Expires 2001. Dr. Lantz, a director,
was president of the University of Indianapolis from 1988 through May 1998. He
is currently retired. 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 Meridian Mutual Insurance Company and Administar Federal Inc.

     WILLIAM J. LOVEDAY - Age 57, Term Expires 2001. 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.

     MICHAEL S. MAURER - Age 58, Term Expires 2001. 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
a director of IPALCO Enterprises, Inc. Jewish Community Relations Council,
Indianapolis Chamber of Commerce, Central Indiana Corporate Partnership, Inc.,
Greater Indianapolis Progress Committee, United Way of Central Indiana, and
Indianapolis Power and Light Company.

     MORRIS L. MAURER - Age 49, 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 Indianapolis Symphony Orchestra, Community Hospital Foundation and Historic
Landmarks Foundation of Indiana. In addition, he serves as the Treasurer of
Indianapolis Civic Theatre and serves on the Advisory Board of Indianapolis
Downtown Inc.

     PHILIP B. ROBY - Age 57, Term Expires 2000. 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.

                                       51
<PAGE>

     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.

     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 also a
director of Brightpoint, Inc., Indianapolis Convention & Visitors Bureau and
Indianapolis Civic Theatre as well as a member of the Board of Governors of the
Indianapolis Museum of Art.

     DEBRA L. ROSS - Age 39. 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.

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
-------------------------

     Directors of the Corporation and the Bank did not receive a fee in cash for
serving in such capacity during 2000 and neither the Corporation nor the Bank
are currently paying any director fees in cash. 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 between approximately $17,500
to $20,000 until such time as the Directors are compensated with cash
compensation. In 2000, Messrs. Cornelius, Frick, Lacy, Lantz, Loveday and Stuart
and Ms. Betley each were granted options for 2,000 shares, exercisable at $22.50
per share, during a ten year period.

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. Set forth below is a report submitted by Messrs.
Cornelius, Michael S. Maurer, Lacy, and Loveday in their capacity as the
Compensation Committee, addressing the Corporation's compensation policies for
the fiscal year ended December 31, 2000 as they affected the Corporation's and
the Bank's executive officers.

                                       52
<PAGE>

         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.

         Bonus Amounts

         During 2000, the Board of Directors approved an incentive bonus plan
("Incentive Bonus Plan") for all employees of the Bank applicable only in 2000.
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. In addition, additional bonus
payments in the aggregate amount of $24,000 were made to individuals for
exceptional individual performance in areas considered to be critical to the
success of the Bank.

         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 2000 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. Mr. Maurer's salary is determined in the same manner as
discussed above for other senior executives. Mr. Maurer did not participate in
the deliberations of the Compensation Committee with respect to his compensation
level. See "Compensation Committee Insider Participation."

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

         During the past fiscal year, none of the executive officers who
received compensation from the Corporation served on the Compensation Committee,
did not participate in any discussion with respect to their salary as an
executive officer, and were not present in the room during the discussion by the
Compensation Committee of their compensation.

                                       53
<PAGE>

Summary Compensation Table
--------------------------

         The following table sets forth for the fiscal year ending December 31,
2000 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 Principal    Year     Salary($)(2)    Bonus($) (3)      Restricted         Securities             All
Position                                                            Stock           Underlying            Other
                                                                Awards($)(4)       Options/SARS       Compensation
                                                                                       (#)                 (5)
-------------------------------------------------------------------------------------------------------------------
<S>                   <C>        <C>              <C>             <C>                 <C>                <C>
Morris L. 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       1998       $167,019         $20,952            $0                -0-               $3,520
Officer
-------------------------------------------------------------------------------------------------------------------
Philip B. Roby,       2000       $168,923         $21,014            $0                -0-               $3,740
Executive Vice        1999       $156,770         $23,515         $100,000            10,000             $3,520
President and         1998       $146,144         $18,864            $0                -0-               $3,409
Chief Operating
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)  Effective July 1, 2000 the salary of Morris L. Maurer was increased from
     $180,000 to $190,800 and the salary of Philip B. Roby was increased from
     $160,000 to $170,000. Effective July 1, 1999 the salary of Morris L. Maurer
     was increased from $165,000 to $180,000 and the salary of Philip B. Roby
     was increased from $145,000 to $160,000. Effective July 1, 1998 the salary
     of Morris L. Maurer was increased from $150,000 to $165,000 and the salary
     of Philip B. Roby was increased from $130,000 to $145,000.

(3)  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.

(4)  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, 2000, the total number
     and value (based on a value of $23.00 per share) of shares of restricted
     stock held by Messrs. Maurer and Roby were as follows: Mr. Maurer (33,000
     shares; $759,000); and Mr. Roby (24,000 shares; $552,000). The assumed
     value of $23.00 at December 31, 2000 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, 2000, 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
     $23.00 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.

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

                                       54
<PAGE>

Employee Benefit Plans

         Warrants

         In consideration of their efforts in organizing the Corporation and the
Bank and for services to be rendered after the Bank began operations, Michael S.
Maurer and Morris L. Maurer were issued warrants to purchase 307,500 and 38,000
shares, respectively, in connection with the formation of the Corporation and
the Bank in 1993. Such warrants are exercisable and will remain exercisable
until 2003 at a purchase price of $10.00 per share. The warrants will
immediately become null and void, without any action required by the Corporation
or the Bank, the Federal Deposit Insurance Corporation ("FDIC"), the Office of
the Comptroller of the Currency ("OCC"), or the Board of Governors of the
Federal Reserve System ("Federal Reserve") if either 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.

         In addition, in 1995 Michael S. Maurer received warrants for 76,875
shares, exercisable at a price of $12.50 per share, exercisable until 2005. Such
warrants were granted to Mr. Maurer in recognition of the fact that he had not
received any cash compensation or stock options from either the Bank or the
Corporation since its inception, and that the other Directors of the Corporation
and the Bank have received options for their service to the Corporation and the
Bank.

         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 December 31, 2000, 6,300 shares were available
for issuance under the Employee Stock Option Plan.


                                       55
<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 as
of December 31, 2000. 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 $23.00, 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, 2000. Because there
is not an established trading market for the Common Stock, the assumed price of
$23.00 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          37,500          10,000         $465,000        $40,000
------------------------------------------------------------------------------------
Philip B. Roby            27,000           8,000         $333,000        $32,000
------------------------------------------------------------------------------------
</TABLE>

         Directors' Stock Option Plan. As previously stated, Directors have not
received any fees for their services as a director. However 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 Chairman of the Board of
Directors of the Corporation, Michael S. Maurer, is not eligible to receive
grants of options under the Directors' Plan. 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. There
are currently 49,300 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 either 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.

                                       56
<PAGE>

         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.

         The Restricted Stock Plan provides for the issuance of up to 110,000
shares. The plan expires on May 31, 2006. There are currently 3,500 shares
available to be awarded 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 (10%) 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 60% of the participant's
salary redirection contribution up to two percent (2%) 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.

                                       57
<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 developed by an independent
third party consisting of stocks of banks with assets between $250 million and
$500 million). The comparison of total return on investment for each of the
periods assumes that $100 was invested on January 1, 1996, 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 no established market
for the common stock. As such, the values set forth below as of December 31 of
each year 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 such date. Because there is not an established
trading market for the common stock, these prices may not reflect the actual
price which would have been 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.


                   Comparative 5-Year Cumulative Total Return
                             Among the Corporation,
                     Russell 2000 Index and Peer Group Index


                        [PERFORMANCE CHART APPEARS HERE]


                    Assumes $100 Invested on January 1, 1996
                          Assumes Dividends Reinvested
                             Year Ended December 31

<TABLE>
<CAPTION>
                         1995          1996         1997          1998         1999          2000
                       -----------------------------------------------------------------------------
<S>                     <C>           <C>          <C>           <C>          <C>           <C>
Corporation             $100.00       $114.28      $133.33       $166.66      $109.47       $219.04
Peer Group Index        $100.00       $116.49      $142.55       $138.92      $168.45       $163.36
Russell 2000 Index      $100.00       $129.85      $224.58       $201.12      $187.11       $180.15
</TABLE>

                                       58
<PAGE>

Item 12.  Security ownership of Certain Beneficial Owners and Management.
-------------------------------------------------------------------------

         The following table contains information concerning individuals or
entities who, to the knowledge of the Corporation, beneficially owned on
December 31, 2000, 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>                   <C>
Michael S. Maurer                             656,250 (1)                   28.0%
---------------------------------------------------------------------------------------
Morris L. and Janis Maurer                    157,528 (2)                   7.8%
---------------------------------------------------------------------------------------
Eugene and Marilyn Glick                        125,000                      6.4%
---------------------------------------------------------------------------------------
</TABLE>

(1)  Includes 384,375 shares which Mr. Maurer may acquire pursuant to stock
     warrants. See "Employee Benefit Plans -- Warrants."

(2)  Includes 37,500 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 1,528 shares in the 401(k) Plan allocated to the account of Mr.
     Maurer. See "Employee Benefit Plans -- 1993 Employees' Stock Option Plan,
     and -- Warrants."

                                       59
<PAGE>

         The following table sets forth as of December 31, 2000 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 or
shared voting or investment power.

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

         Name of Beneficial Owner              Number of Shares   Percent of Class

-----------------------------------------------------------------------------------
<S>                                                 <C>                   <C>
Kathryn G. Betley                                   12,875 (1)            0.7%
-----------------------------------------------------------------------------------
James M. Cornelius                                  29,500 (2)            1.5%
-----------------------------------------------------------------------------------
David R. Frick                                      23,250 (2)            1.2%
-----------------------------------------------------------------------------------
Andre B. Lacy                                       45,000 (2)            2.3%
-----------------------------------------------------------------------------------
G. Benjamin Lantz, Jr.                              20,750 (2)            1.1%
-----------------------------------------------------------------------------------
William J. Loveday                                  11,400 (1)            0.6%
-----------------------------------------------------------------------------------
Michael S. Maurer                                  656,250 (3)           28.0%
-----------------------------------------------------------------------------------
Morris L. Maurer                                   157,528 (4)            7.8%
-----------------------------------------------------------------------------------
Philip B. Roby                                      64,937 (5)            3.3%
-----------------------------------------------------------------------------------
Todd H. Stuart                                      20,125 (2)            1.0%
-----------------------------------------------------------------------------------
Directors and executive officers as a group       1,048,250 (6)          41.0%
(consisting of 11 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 384,375 shares which Mr. Maurer may acquire pursuant to stock
     warrants. See "Employee Benefit Plans -- Warrants."

(4)  Includes 37,500 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 1,528 shares in the 401(k) Plan allocated to the account of Mr.
     Maurer. See "Employee Benefit Plans -- 1993 Employee Stock Option Plan,"
     "--1993 Restricted Stock Plan," and " -- Warrants."

(5)  Includes 27,000 shares which Mr. Roby has the right to acquire pursuant to
     the exercise of stock options, 24,000 shares of restricted stock, and 1,437
     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."

(6)  Includes 736 shares in the Corporation's 401(k) Plan allocated to the
     account of Debra L. Ross, the Chief Financial Officer of the Corporation,
     2,500 shares of restricted stock owned by Ms. Ross, and 3,400 shares which
     Ms. Ross has the right to acquire pursuant to the exercise of stock
     options. See "Employee Benefit Plans -- 1993 Employee Stock Option Plan"
     and "--1993 Restricted Stock Plan."

                                       60
<PAGE>

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.


                                       61
<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:
                                                                 Page Number in
                                                                      10-K

         Independent Auditors' Report on Consolidated Financial
         Statements                                                    29

         Consolidated Balance Sheets December 31, 2000 and 1999        30

         Consolidated Statement of Income                              31
         For the years ended December 31, 2000, 1999 and 1998

         Consolidated Statements of Shareholders' Equity               32
         For the years ended December 31, 2000, 1999 and 1998

         Consolidated Statements of Cash Flow                          33
         For the years ended December 31, 2000, 1999, and 1998

         Notes to consolidated Financial Statements                    34

     (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-K are incorporated by reference and Articles
          of Amendment

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

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

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

     21   Subsidiaries of the Corporation


                                       62
<PAGE>


     (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.



                                       63
<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/                               March 27, 2001
                              -------------------------------   --------------
                              Morris L. Maurer, President &          Date
                              Principal Executive  Officer


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/                               March 27, 2001
                              -------------------------------   --------------
                              Morris L. Maurer, President &          Date
                              Principal Executive Officer

By (Signature and Title)      /S/                               March 27, 2001
                              -------------------------------   --------------
                              Philip B. Roby, Executive Vice         Date
                              President

By (Signature and Title)      /S/                               March 27, 2001
                              -------------------------------   --------------
                              Debra L. Ross, Principal               Date
                              Financial and Accounting Officer

By (Signature and Title)      /S/                               March 27, 2001
                              -------------------------------   --------------
                              Michael S. Maurer, Chairman of         Date
                              the Board

By (Signature and Title)      /S/                               March 27, 2001
                              -------------------------------   --------------
                              Kathryn G. Betley, Director            Date

By (Signature and Title)      /S/                               March 27, 2001
                              -------------------------------   --------------
                              James M. Cornelius, Director           Date

By (Signature and Title)      /S/                               March 27, 2001
                              -------------------------------   --------------
                              David R. Frick, Director               Date

By (Signature and Title)      /S/                               March 27, 2001
                              -------------------------------   --------------
                              Andre B. Lacy, Director                Date

By (Signature and Title)      /S/                               March 27, 2001
                              -------------------------------   --------------
                              William J. Loveday, Director           Date

By (Signature and Title)      /S/                               March 27, 2001
                              -------------------------------   --------------
                              G. Benjamin Lantz, Director            Date

By (Signature and Title)      /S/                               March 27, 2001
                              -------------------------------   --------------
                              Todd H. Stuart, Director               Date


                                       64
<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

---------
* filed herein





                                       65