NATIONAL BANK OF INDIANAPOLIS CORP
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<TYPE>EX-10.D
<SEQUENCE>4
<FILENAME>ex10-d.txt
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Exhibit 10(d)
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                  THE NATIONAL BANK OF INDIANAPOLIS CORPORATION
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                             STOCK OPTION AGREEMENT
                             ----------------------

         THIS AGREEMENT, made and executed this _____day of ____________ between
The National Bank of Indianapolis Corporation, an Indiana corporation
("Company"), and _____________, an officer or employee of the Company or one of
its Subsidiaries ("Optionee").

                                   WITNESSETH:

         WHEREAS, the Board of Directors and shareholders of the Company have
adopted the "1993 Key Employees' Stock Option Plan of The National Bank of
Indianapolis Corporation" ("Plan") to promote the interests of the Company, its
shareholders and the subsidiaries of the Company by encouraging its officers and
other key employees, upon whose judgment, initiative and industry the Company
and its Subsidiaries are largely dependent for the successful conduct and growth
of their businesses, to continue their association with the Company by providing
additional incentive and opportunity for unusual industry and efficiency through
stock ownership; and

         WHEREAS, it is the view of the Company that this goal may be achieved
by granting incentive and nonqualified stock options to eligible officers and
other key employees from time to time; and

         WHEREAS, the Optionee has been designated by the Committee as an
individual to whom stock options should be granted under the Plan as determined
from the duties performed, the initiative and industry of the Optionee, the
extraordinary nature of his service, and his potential contribution to the
future development, growth and prosperity of the Company;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Company and the Optionee agree as follows:

         1. Grant of Option.

         (a) Aggregate Number of Shares. Subject to the provisions of paragraphs
4 and 6, the Company grants to the Optionee the right and option ("Option") to
purchase all or any part of an aggregate of ___________________ shares of common
stock of the Company subject to the terms and conditions of this Agreement and
the provisions of the Plan. All such provisions of the Plan, including the terms
defined therein, are incorporated herein and are expressly made a part of this
Agreement by reference. The Optionee hereby acknowledges that he has received a
copy of the Plan.

         (b) Designation of Character of Options. Pursuant to the authority of
the Committee to determine the character of the Options granted as incentive
stock options ("ISO's") or nonqualified stock options ("NSO's"), _______ of the
Options granted under subparagraph (a) shall be NSO'S and ________ shall be
ISO's.

         2. Option Price.

         (a) Purchase Price. The purchase price of the shares of common stock
represented by the Options granted under paragraph 1 shall be _______________
per share (which is the greater of Ten Dollars ($10.00) per share or the fair
market value per share on the effective date the Option is granted hereunder).

         (b) Payment of Purchase Price. The purchase price for stock covered by
the Options granted under this Agreement shall be paid in cash by the Optionee
at the time the Option is exercised.

         (c) Issuance of Shares. Certificates evidencing shares of stock
purchased under this Option will not be delivered to the Optionee until full
payment has been made therefor and the Optionee shall have none of the rights of
a shareholder with respect to such shares until such shares are issued to the
Optionee.

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The Company shall not be required to issue or deliver any certificate(s) or
shares of its common stock purchased upon exercise of the Option or any portion
thereof prior to the (i) completion of any registration or other qualification
of such shares which the Company shall deem necessary or advisable under any
federal or state law or under the rulings or regulations of the Securities and
Exchange Commission or any other governmental regulatory body and (ii) obtaining
of any approval or other clearance from any federal or state governmental agency
or body which the Company shall determine to be necessary or advisable. The
Company shall have no obligation to obtain the fulfillment of the conditions
specified in the preceding sentence.

         3. Nontransferability. The Option shall not be assignable or
transferable by the Optionee except by will or by the laws of descent and
distribution. The Option shall not be pledged or hypothecated in any way, nor
shall it be subject to execution, attachment or similar process. Any attempted
assignment, transfer, pledge or other disposition of the Option in violation of
this provision or the levy of execution, attachment or similar process upon the
Option shall be null and void and without effect and shall cause the Option to
be terminated.

         4. Exercise of Option.

         (a) Maximum Term and Vesting. The Option may not be exercised in whole
or in part after the expiration of ten (10) years from the effective date of
this Agreement, subject to earlier termination as provided in the Plan or this
Agreement. Subject to the provisions of this paragraph 4 and paragraph 6, the
Option shares shall vest and be exercisable by the Optionee on
_______________.

         (b) Limitations on Exercise. The Option may be exercised during the
lifetime of the Optionee only by the Optionee. In the case of the Optionee's
death, the Option may be exercised by the Optionee's personal representative.

         (c) Legal Requirements. Notwithstanding any other provision hereof, the
Option may not be exercised in whole or in part if the issuance of the shares
upon such exercise would constitute a violation of any applicable federal or
state securities law or other applicable laws, rules or regulations. As a
condition to his exercise of the Option, the Company may require the person
exercising the Option to make any representation or warranty to the Company as
may be required by any applicable law or regulation.

         5. Restrictive Legend. The Optionee hereby declares that it is his
intention to hold all shares acquired as a result of this Option for investment
and not with a view to resale or distribution to the public and agrees that,
unless the Company elects to register such shares under applicable federal and
state securities laws, all certificates for such shares shall bear a legend in
substantially the following form:

         "The shares represented by this certificate have not been registered
         under the Securities Act of 1933, under the Indiana Securities
         Regulation Law, or under any other state securities laws. The shares
         may not be sold or transferred in the absence of registration or an
         exemption therefrom under the Securities Act of 1933 and under
         applicable state securities laws."

         6. Early Termination of Option.

         (a) In General. All rights to exercise this Option shall terminate
effective as of the day the Optionee's employment with the Company or its
Subsidiaries terminates unless such termination is for cause or the permanent
and total disability or death of the Optionee (but not later than the date the
Option expires pursuant to its terms). Transfer from the Company to a Subsidiary
or vice versa, or from one Subsidiary to another, shall not be deemed
termination of employment.

         (b) For Cause Termination. If the Optionee's employment is terminated
for cause, no previously unexercised Option granted hereunder may be exercised.
Rather, all unexercised Options shall terminate effective on the date the
Optionee receives notice of his termination for cause. As used in the Plan and
this Agreement, "for cause" shall be defined as (i) the willful and continued
failure of the Optionee to perform his required duties as an officer or employee

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of the Company or any Subsidiary, (ii) action by an Optionee involving willful
misfeasance or gross negligence, (iii) the requirement or direction of a federal
or state regulatory agency having jurisdiction over the Company or any
Subsidiary to terminate the employment of the Optionee, (iv) conviction of the
Optionee of the commission of any criminal offense involving dishonesty or
breach of trust, or (iv) any intentional breach by the Optionee of a material
term, condition or covenant of any agreement of employment, termination or
severance or any other agreement between the Optionee and the Company or any
Subsidiary.

         (c) Exercise on Disability or Death. If the Optionee becomes
permanently and totally disabled or dies while employed by the Company or any of
its Subsidiaries, the Option shall be exercisable in full within one (1) year
after the date of his termination of employment due to permanent and total
disability or death (but not later than the date the Option expires pursuant to
its terms) at which time the Option or any portion thereof remaining unexercised
shall terminate. During the one (1) year period immediately following the
termination of employment due to permanent and total disability or death of the
Optionee, the Option may be exercised in full, subject to the limitations of
this Option, by the Optionee, by the Optionee's guardian or attorney-in-fact, or
by his personal representative. Provided, however, this Option shall not be
exercised after the expiration of ten (10) years from the effective date of this
Agreement.

         (d) Vesting on Change in Control or Death or Disability of Optionee.
Notwithstanding the vesting schedule contained in provisions of paragraph 4, in
the event of a Change in Control of the Company, as defined in paragraph 18(c)
of the Plan, or upon the death or permanent and total disability of the
Optionee, the Option may be exercised in full.

         7. Optionee's Representations. The Optionee represents to the Company
that (i) the terms and arrangements relating to the grant of this Option and the
stock to which it relates, and the offer thereof, have been arrived at or made
through direct communication with the Company or person acting in its behalf and
such Optionee; (ii) he has received a balance sheet and income statement of the
Company and as a key employee of the Company or one of its Subsidiaries (A) is
thoroughly familiar with its business affairs and financial condition and (B)
has been provided with or has access to such information (and has such knowledge
and experience in financial and business matters that he is capable of utilizing
such information) as is necessary to evaluate the risks, and make an informed
investment decision with respect to, this right and the stock to which it
relates; (iii) he has sufficient financial resources so that he is able to bear
the economic risks of his investment in this Option and such stock; and (iv) he
represents this Option is being acquired in good faith for investment purposes
and not with a view to, or for sale in connection with, any distribution
thereof, and that any shares acquired pursuant to this Option will be acquired
in good faith for investment purposes and not with a view to, or for sale in
connection with, any distribution thereof.

         8. Indemnity. The Optionee hereby agrees to indemnify and hold harmless
the Company and Committee against any and all losses, claims, damages,
liabilities and expenses based upon or arising out of the incorrectness or
alleged incorrectness of any representation made by him to the Company herein or
any failure on the part of him to perform any agreements contained herein.

         9. Financial Information.

         (a) Delivery of Financial Statements. The Company hereby undertakes to
deliver to the Optionee, at such time as they become available and so long as
this Option is in effect and is unexercised in whole or in part, a balance sheet
and income statement of the Company with respect to any fiscal year of the
Company ending on or after the date hereof.

         (b) Collection of Withholding Taxes. The Company and its Subsidiaries
shall have the right to require payment to them from any person entitled to
receive common stock of the Company pursuant to the Plan of the amount of tax
required by law to be withheld with respect to that stock prior to its delivery.

         10. Conditions Precedent. In no event shall the Company be obligated to
issue stock pursuant to this Option until it is satisfied that all conditions
precedent to the issue of such stock, as provided in the Plan, have been
performed and completed.

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         11. Changes in Stock. Subject to the provisions of paragraph 6(d), in
the event of any change in the common stock of the Company, as described in
paragraph 12 of the Plan, the Committee shall make appropriate adjustment or
substitution in the number, kind, and price of shares under this Option, all as
provided in the Plan. The Committee's determination in this respect shall be
final and conclusive upon all parties.

         12. Competition After Termination of Employment. Optionee acknowledges
and agrees that in the performance of his duties of employment with the Company
he may be in contact with customers, potential customers and/or information
about customers or potential customers of the Company either in person, through
the mails, by telephone or by other electronic means. Optionee also acknowledges
and agrees that trade secrets and confidential information of the Company, more
fully described in Section 12 of this Agreement, gained by Optionee during his
employment with the Company, have been developed by the Company through
substantial expenditures of time, effort and financial resources and constitute
valuable and unique property of the Company. Optionee further understands,
acknowledges and agrees that the foregoing makes it necessary for the protection
of the Company's business that Optionee not divert business or customers from
the Company and that Optionee maintain the confidentiality and integrity of the
Confidential Information as hereinafter defined.

Optionee agrees that he will not, during his employment by the Company and for a
period of eighteen months after such employment ends, whether by action of
Optionee or the Company (the "Business Protection Period"), solicit, divert,
entice or take away any customers, business, patronage or orders of the Company
with whom Optionee has had primary contact, involvement or responsibility during
his employment with the Company, or attempt to do so, for the sale of any
product or service that competes with a product or service offered by the
Company. Nothing contained in this Section 12(a) shall preclude Optionee from
accepting employment with a company, firm, or business that competes with the
Company so long as the Optionee's activities do not violate the provisions of
Section 12(a) or any of the provision of Sections 12(b) and 12(c) below.

Optionee agrees that he will not directly or indirectly at any time during the
Business Protection Period solicit or induce or attempt to solicit or induce any
employee of the Company to terminate his or her employment, representation or
other association with the Company.

Optionee will keep in strict confidence, and will not, directly or indirectly,
at any time during or after the term of this Agreement, disclose, furnish,
disseminate, make available or use (except in the course of performing his
duties of employment with the Company) any trade secrets or confidential
business or technical information of the Company or its customers ( the
"Confidential Information"), without limitation as to when or how Optionee may
have acquired such information. The Confidential Information shall include the
whole or any portion or phase of any scientific or technical information,
design, process, procedure, formula, pattern, compilation, program, device,
method, technique or improvement, or any business information or plans,
financial information, or listing of names, addresses or telephone numbers,
including without limitation, information relating to the Company's customers or
prospective customers, the Company's customer list, contract information
including terms, pricing and services provided, information received as a result
of customer contacts, the Company's products and processing capabilities,
methods of operation, business plans, financials or strategy, and agreements to
which the Company may be a party. The Confidential Information shall not include
information that is or becomes publicly available other than as a result of
disclosure by the Optionee. Optionee specifically acknowledges that the
Confidential Information, whether reduced to writing or maintained in the mind
or memory of Optionee and whether compiled by the Company and/or Optionee,
derives independent economic value from not being readily known to or
ascertainable by proper means by others who can obtain economic value from its
disclosure or use, that reasonable efforts have been put forth by the Company to
maintain the secrecy of such information, that such information is the sole
property of the Company and that any retention and use of such information
during or after the Optionee's employment with the Company (except in the course
of performing his duties of employment with the Company) shall constitute a
misappropriation of the Company's trade secrets. Optionee further agrees that,
at the time of termination of his employment he will return to the Company, in
good condition, all property of the Company, including, without limitation, the
Confidential Information. In the event that said items are not so returned, the
Company shall have the right to charge Optionee for all reasonable damages,
costs, attorney's fees and other expenses incurred in searching for, taking,
removing, and/or recovering such property. In the event that the Optionee is
advised in writing by his legal counsel that he is required by subpoena or other
legal process to disclose any of the Confidential Information, he shall promptly
notify the Company of this situation and he shall promptly provide the

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Company with a written copy of the written advice of legal counsel so that the
Company may seek a protective order or other appropriate remedy. If a protective
order or other appropriate remedy is not obtained in a reasonable period of
time, the Optionee may furnish only that portion of the Confidential Information
that he is advised by his legal counsel is legally required.

         13. Effect of Headings. The descriptive headings of the paragraphs of
this Agreement are inserted for convenience and identification only and do not
constitute a part of this Agreement for purposes of interpretation.

         14. Governing Law. This Agreement shall be governed in all respects,
including validity and interpretation and effect, by and construed in accordance
with the internal law of the State of Indiana applicable to contracts made and
to be performed entirely within such state.

         15. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
collectively shall constitute one and the same instrument.

         IN WITNESS WHEREOF, the Company and the Optionee have caused this Stock
Option Agreement to be executed on the day and year first above written.

                                  THE NATIONAL BANK OF INDIANAPOLIS
                                  CORPORATION


                                  By:__________________________________




                                  OPTIONEE


                                  _____________________________________




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