NATIONAL BANK OF INDIANAPOLIS CORP
<DOCUMENT>
<TYPE>EX-10.C
<SEQUENCE>3
<FILENAME>ex10-c.txt
<TEXT>

Exhibit 10(c)
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                              AMENDED AND RESTATED
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                           1993 RESTRICTED STOCK PLAN
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                                       OF
                                       --
                  THE NATIONAL BANK OF INDIANAPOLIS CORPORATION
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         1. Purpose. The Plan is designed to promote the interest of The
National Bank of Indianapolis Corporation ("Company") and its Subsidiaries by
encouraging their officers and employees, upon whose judgment, initiative and
industry the Company and its Subsidiaries are largely dependent for the
successful conduct and growth of their business, to continue their association
with the Company and its Subsidiaries by providing additional incentive and
opportunity for unusual industry and efficiency through stock ownership, and by
increasing their proprietary interest in the Company and their personal interest
in its continued success and progress. The Plan provides for the award of shares
of common stock in the Company ("Restricted Stock") to such employees
("Participants").

         2. Administration.

                  (a) The Plan shall be administered by a committee of not less
than three (3) directors of the Company ("Committee") who shall be designated
from time to time by the Board of Directors. No director who is also an officer
or key employee of the Company or any of its Subsidiaries shall be eligible to
serve as a member of the Committee. No member of the Committee shall be
eligible, at any time when he is such a member, to receive the grant of
Restricted Stock under the Plan. The decision of a majority of the members of
the Committee shall constitute a decision of the Committee. Subject to the
provisions of the Plan, the Committee is authorized (i) to award shares of
Restricted Stock; (ii) to determine the employees to be awarded shares of
Restricted Stock; (iii) to determine the price, if any, and the number of shares
subject to each award of Restricted Stock; (iv) to determine the time or times
at which shares of Restricted Stock will be awarded; (v) to determine the time
or times when shares of Restricted Stock will become vested and nonforfeitable;
and (vi) to determine the nature and duration of the restrictions, if any, to be
imposed upon the sale or other disposition of shares acquired by any
participant. Each award of Restricted Stock under the Plan shall be evidenced by
a written restricted stock agreement containing terms and conditions established
by the Committee consistent with the provisions of the Plan.

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

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

         3. Shares Covered by the Plan. The Restricted Stock to be awarded under
the Plan shall be shares of authorized common stock of the Company and may be
unissued shares or reacquired shares (including shares purchased in the open
market), or a combination thereof, as the Committee may from time to time
determine. The maximum number of shares to be awarded under the Plan shall not
exceed one hundred sixty five thousand (165,000) shares. Shares forfeited under
the Plan may be made subject to further awards of Restricted Stock.

         4. Eligibility. Officers and key employees of the Company or of any of
its Subsidiaries, as selected by the Committee, shall be eligible to receive
awards of Restricted Stock under the Plan. Members of the Committee shall not be
eligible to receive awards of Restricted Stock under the Plan while serving as
members of the Committee.

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         5. Purchase Price. The purchase price per share of Restricted Stock, if
any, shall be determined by the Committee, in its sole discretion. For all
purposes of the Plan, the term "fair market value" shall be the mean between the
reported closing bid and asked prices for the shares of common stock of the
Company as quoted by the North American Securities Dealers Automated Quotation
System ("NASDAQ"). If the common stock of the Company is not quoted by NASDAQ,
the fair market value shall be determined by the Committee based upon quotations
of the entities which make a market in the Company stock and such other factors
as the Committee shall deem appropriate. If the common stock of the Company is
not quoted by entities which make a market in the Company's stock, the fair
market value shall be determined by the Committee based upon such factors as the
Committee deems appropriate.

         6. Pass-Through of Dividends and Voting Rights. Upon the issuance of
shares of Restricted Stock under the Plan, subject to the requirements of
paragraph 7 concerning restrictions on the transferability of Restricted Stock
and the requirement that a Participant remain an employee of the Company or its
Subsidiaries, the Participant shall be entitled to (i) receive all dividends
payable and paid with respect to Restricted Stock awarded and issued to the
Participant and (ii) exercise all voting rights associated with such Restricted
Stock. Provided, however, upon the transfer or other disposition of any shares
of Restricted Stock in violation of paragraph 7(a) or upon the forfeiture of any
shares of Restricted Stock in accordance with paragraph 7(b) or (c), the
Participant shall not be entitled to receive any dividends declared or exercise
any voting rights on or after the date such shares of Restricted Stock were
transferred or forfeited.

         7. Vesting and Transfer of Restricted Stock.

                  (a) Restrictions on Transferability. Except as provided in
this paragraph 7, no shares of Restricted Stock awarded under the Plan may be
sold, assigned, transferred, pledged or hypothecated by the Participant in any
way, whether by operation of law or otherwise and shall not be subject to
execution, attachment or similar process. Each certificate evidencing shares of
Restricted Stock awarded under the Plan shall bear a legend which sets forth
such restrictions.

                  (b) Lapse of Restrictions and Vesting. The restrictions on
shares of Restricted Stock awarded under the Plan contained in subparagraph (a)
shall lapse and such shares shall become fully vested, nonforfeitable and
transferable upon the earliest to occur of (i) the date(s) prescribed by the
Committee in the restricted stock agreement between the Company and the
Participant; (ii) the Participant's death; or (iii) the Participant's permanent
and total disability as defined in Section 22(e)(3) of the Internal Revenue Code
of 1986, as amended. The specific terms and conditions regarding the lapse of
restriction and the vesting of shares of Restricted Stock shall be contained in
the restricted stock agreement between the Company and the Participant. In no
event shall a participant have any right under the Plan or in a restricted stock
agreement to affect the time at which the Restricted Stock awarded to him
becomes nonforfeitable.

                  (c)      Forfeiture of Shares on Termination of Employment.
                           -------------------------------------------------

                  (i) In the event the Participant's employment with the Company
                  or any Subsidiary is terminated for any reason other than "for
                  cause" or on account of the permanent and total disability or
                  death, prior to the time the shares of Restricted Stock become
                  vested, as provided in subparagraph (b) above, all of the
                  unvested shares of Restricted Stock shall be forfeited and
                  shall thereupon revert to the Company. Such forfeiture shall
                  be effective on the date of the Participant's termination of
                  employment. Transfer of employment from the Company to a
                  corporation which is a Subsidiary of the Company, or vice
                  versa, or from one Subsidiary to another, shall not be deemed
                  termination of employment. The Committee shall have the
                  authority to determine in each case whether a leave of absence
                  on military or government service shall be deemed a
                  termination of employment for purposes of this subparagraph.

                  (ii) In the event a Participant has attained age 62 and his
                  employment terminates for any reason other than "for cause",
                  the Committee may, in its sole discretion, by means of a
                  written amendment to the restricted stock agreement, provide
                  that (A) the shares of Restricted Stock shall

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                  not be forfeited upon termination of employment, and (B) the
                  restrictions on shares of Restricted Stock awarded under the
                  Plan contained in subparagraph (a) shall lapse and such
                  shares shall become fully vested, nonforfeitable and
                  transferable upon the earliest to occur of (1) the date(s)
                  prescribed by the Committee in the amendment to the
                  restricted stock agreement; (2) the Participant's death; or
                  (3) the Participant's permanent and total disability;
                  provided, however, that the Committee shall include in any
                  such amendment a non-compete and non-solicitation provision
                  which is applicable until the date prescribed in the
                  amendment. Any such amendment must also provide that the
                  shares of Restricted Stock which were not vested on the date
                  the participant terminated employment shall immediately be
                  forfeited and shall thereupon revert to the Company (or, in
                  the case of shares which became vested after termination of
                  employment, be returned to the Company for no consideration)
                  upon a finding by the Committee, as determined in its sole
                  discretion, that the Participant has violated any provision
                  of the amended stock agreement, including the non-compete
                  and non-solicitation provisions thereof.

                  (d) Forfeiture on Termination For Cause. If a Participant's
employment is terminated "for cause" prior to the time the shares of Restricted
Stock become vested, as provided in subparagraph (b) above, all of the unvested
shares of Restricted Stock shall be forfeited and shall thereupon revert to the
Company. Such forfeiture shall be effective on the date the Participant receives
notice of his termination for cause. As used in this Plan, "for cause" shall be
defined as (i) the willful and continued failure of a Participant to perform his
required duties as an officer or employee of the Company or any Subsidiary, (ii)
action by a Participant involving willful misfeasance or gross negligence, (iii)
the requirement or direction of a federal or state regulatory agency having
jurisdiction over the Company or any Subsidiary to terminate the employment of
the Participant, (iv) conviction of a Participant of the commission of any
criminal offense involving dishonesty or breach of trust or (v) any intentional
breach by a Participant of a material term, condition or covenant of any
agreement of employment, termination or severance or any other agreement between
the Participant and the Company or any Subsidiary.

                  (e) Refund of Purchase Price. Immediately upon any forfeiture
of shares of Restricted Stock hereunder, the Company shall refund to the
Participant the amount, if any, the Participant paid for such shares together
with interest on such refund, computed annually, calculated on the basis of the
regular savings passbook interest rate of the Company's banking Subsidiary at
such rates as are in effect from time to time from the date the Restricted Stock
was issued to the Participant through the date of such refund.

                  (f) Change in Control of Company. In the event of a Change in
Control of the Company, the (i) restrictions on the transfer of all shares of
Restricted Stock awarded under the Plan provided in subparagraph (a) above,
shall thereupon immediately lapse and (ii) all the shares of Restricted Stock
awarded under the Plan subject to forfeiture under subparagraph (b) shall
thereupon immediately become fully vested and nonforfeitable.

         8. Payment for Stock. Full payment of the purchase price, if any, for
shares awarded under the Plan shall be made at the time of issuance of the
shares of Restricted Stock. Such payment shall be made in cash. No shares of
Restricted Stock shall be issued until full payment for them has been made, and
a Participant shall have none of the rights of a shareholder with respect to
such shares until such shares are issued to him. Upon payment of the full
purchase price, if any, the Company shall issue a certificate or certificates to
the Participant evidencing ownership of the shares purchased which contain(s)
such terms, conditions and provisions as may be required and as are consistent
with the terms, conditions and provisions of the Plan.

         9. Changes in Stock.

                  (a) Subject to the provisions of paragraph 7(f), in the event
of any change in the common stock of the Company through stock dividends,
split-ups, recapitalizations, reclassifications, conversions, or otherwise, or
in the event that other stock shall be substituted for the present common stock
of the Company as the result of any merger, consolidation, reorganization, or
similar transaction which results in a Change in Control of the Company, then
the Committee may make appropriate adjustment or substitution in the aggregate
number, price, and kind of shares available under the Plan and in the number,
price and kind of shares covered under any awards of Restricted Stock made or to
be made under the Plan. The Committee's determination in this respect shall be
final

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and conclusive. Provided, however, that the Company shall not, and shall not
permit its Subsidiaries to, recommend, facilitate or agree or consent to a
transaction or series of transactions which would result in a Change of Control
of the Company unless and until the person or persons or entity or entities
acquiring or succeeding to the assets or capital stock of the Company or any of
its Subsidiaries as a result of such transaction or transactions agrees to be
bound by the terms of the Plan so far as it pertains to shares of Restricted
Stock theretofore awarded but unvested and agrees to assume and perform the
obligations of the Company and its Subsidiaries hereunder.

                  (b) Subject to the provisions of paragraph 7(f), in the event
of a Change in Control of the Company pursuant to which another person or entity
acquires control of the Company (such other person or entity being the
"Successor"), the kind of shares of common stock which shall be subject to the
Plan and to each award of Restricted Stock shall, automatically by virtue of
such Change in Control of the Company, be converted into and replaced by shares
of common stock, or such other class of securities having rights and preferences
no less favorable than common stock of the Successor, and the number of shares
subject to the award and the purchase price per share, if any, shall be
correspondingly adjusted, so that, by virtue of such Change in Control of the
Company, each Participant shall have that number of shares of Restricted Stock
of the Successor which have a fair market value equal, as of the date of such
Change in Control of the Company, to the fair market value, as of the date of
such Change in Control of the Company, of the shares of Restricted Stock of the
Company theretofore awarded to him.

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

         11. Investment Representations. Unless the shares subject to an award
are registered under the Securities Act of 1933, each Participant in the
Restricted Stock Agreement between the Company and the Participant shall agree
for himself and its legal representatives that any and all shares of common
stock acquired upon the award of Restricted Stock shall be acquired for
investment and not with a view to, or for sale in connection with, any
distribution thereof. Any shares issued pursuant to an award of Restricted Stock
subject to this investment representation shall bear a legend evidencing such
restriction.

         12. Amendment and Discontinuance. The Board of Directors may, at any
time, without the approval of the stockholders of the Company (except as
otherwise required by applicable law, rule or regulations, including without
limitation any shareholder approval of the safe harbor rule promulgated under
the Securities Exchange Act of 1934) alter, amend, modify, suspend, or
discontinue the Plan, but may not, without the consent of the affected
Participant or without the approval of the stockholders of the Company, make any
alteration which would: (a) increase the aggregate number of shares subject to
award under the Plan, except as provided in paragraph 9; (b) withdraw
administration of the Plan from the Committee or Board of Directors; (c) extend
the term of the Plan or the maximum period by which any awards of shares of
Restricted Stock shall vest; (d) change the class of individuals eligible for
awards of Restricted Stock under the Plan; (e) without the consent of the
affected Participant, alter or impair any shares of Restricted Stock previously
awarded under the Plan or (f) permit any member of the Committee to become
eligible for awards of Restricted Stock under the Plan.

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

         14. Effective Date and Duration. This Plan shall become effective upon
its approval by a majority of the shares of the common stock of the Company.
Awards of Restricted Stock may be granted under the Plan for a period of ten
(10) years commencing January 1, 1994. No awards of Restricted Stock shall be
made after May 31, 2008. Upon such date, the Plan shall expire except as to
forfeitable shares of Restricted Stock which shall remain outstanding until they
become vested or are forfeited.

         15. Miscellaneous.

                  (a) The term "Board" or "Board of Directors" used herein shall
mean the Board of Directors of the Company, and to the extent that any powers
and discretion vested in the Board of Directors are delegated to

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any committee of the Board or officer of the Company, the term "Board of
Directors" shall also mean such committee or officer.

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

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


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