FIRST AMENDMENT OF THE NATIONAL BANK OF INDIANAPOLIS CORPORATION EXECUTIVES DEFERRED COMPENSATION PLAN

By replacing the phrase “this subsection (r)” in subsection 1.4(u) with “this subsection (u)”.

By replacing subsection 3.2(b) in its entirety with the following:

Timing of Execution and Delivery of Elections.

Base Salary Deferrals. Except as provided below, to be effective to defer any portion of a Participant’s Base Salary for a Plan Year, an election must be filed with the Committee with respect to that Base Salary on or prior to the first day of that Plan Year.

Bonus Deferrals. Except as otherwise provided in this subsection 3.2(b)(ii), to be effective to defer any portion of a Participant’s Bonus for a Plan Year, an election must be filed with the Committee with respect to that Bonus on or prior to the first day of that Plan Year. However, the deferral election filing may be delayed until June 30th of the Plan Year in which the services giving rise to the Bonus are rendered if (A) the Bonus is not, as of the date of filing, substantially certain to be paid, and (B) capable of calculation. In addition, the Participant must be employed by the Bank from the later of (A) the first day of the Plan Year to which the election relates, or (B) the date the Bank establishes the performance goals for the Bonus through the date the Participant files his or her deferral election. If either of these requirements are not satisfied, the deferral election must be filed in accordance with the first sentence of this subsection 3.2(b)(ii).

For example, a Bonus deferral election attributable to the 2009 Plan Year, payable in 2010, may be filed on or before June 30, 2009 so long as the Bonus is not both substantially certain to be paid and capable of calculation by that date and provided that the Participant was employed by the Bank for the requisite time period described above. If one or both of these requirements is not satisfied, the election must have been filed not later than December 31, 2008.”

By replacing subsection 3.2(c) in its entirety with the following:

Revocation and Modification of Deferral Elections. Once made, a deferral election cannot be modified in the current Plan Year but rather can only be modified (and then only in the case of a deferral election with respect to Base Salary) with respect to a later Plan Year. Such modification must be made by the time(s) specified in subsection 3.2(b). Modifications must be made on a form or forms prescribed by the Committee.”

By replacing the phrase “as soon as practicable” in Section 4.2 with the phrase “within 90 days”.

A “Participant Deferral” component pursuant to which, effective for Plan Years commencing on and after January 1, 2006, the Corporation may make a contribution to the Plan on behalf of a Participant in accordance with a written deferral agreement between the Participant and the Bank.

A “Matching Contribution” component pursuant to which, effective for Plan Years commencing on and after January 1, 2006, Participant Deferrals can be matched by a contribution made by the Corporation, as follows:

A specified match equal to 50 percent of Participant Deferrals; and

An additional, discretionary match in such amount as may be determined by the Committee in its sole discretion.

A “Supplemental Contribution” component pursuant to which, effective for Plan years commencing on and after the Effective Date, the Corporation may make a contribution to the Plan on behalf of a Participant in such amount as may be determined by the Committee in its sole discretion.

The term “contribution” is used in the Plan solely for ease of reference. “Contributions” hereunder are merely credits to a Participant’s bookkeeping account.

“Bank” means The National Bank of Indianapolis, the wholly owned subsidiary of the Corporation.

“Base Salary” means a Participant’s annual base salary payable by the Bank in cash for a Plan Year, unreduced by Participant Deferrals or salary reduction contributions made on behalf of the Participant under a plan which qualifies under Section 401(k), 132(f) and/or 125 of the Code.

“Board” means the Board of Directors of the Corporation.

“Bonus” means the annual bonus payable to a Participant, in the Plan Year following the Plan Year to which the Bonus relates, under the Bank’s annual (i) Incentive Plan, and (ii) Top Management Discretionary Bonus Plan.

“Cause” means (i) action by a Participant involving willful misconduct or gross negligence which is materially injurious to the Corporation, (ii) the written requirement or direction of a federal or state regulatory agency having jurisdiction over the Company to terminate a Participant’s employment, (iii) conviction of a Participant of the commission of any criminal offense involving dishonesty or breach of trust, or (iv) any intentional breach by a Participant of a material term, condition or covenant of his severance agreement with the Corporation.

“Change in Control of the Corporation” means:

A Change in Control will occur on the date that any person, or group of persons (as defined below), acquires ownership of stock of the Corporation that, together with any stock held by the person or group, constitutes more than 50 percent of the total fair market value or total voting power of the issued and outstanding shares of the Corporation. However, if any person or group is considered to own more than 50 percent of the total fair market value or total voting power of the issued and outstanding stock of the Corporation, the acquisition of additional stock by the same person or group will not be considered to cause a Change in Control. An increase in the percentage of stock owned by any person or group as a result of a transaction in which the Corporation acquires its stock in exchange for property will be treated as an acquisition of stock.

For purposes of this subsection (f), persons will not be considered to be acting as a group solely because they purchase or own stock at the same time. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock or similar business transaction with the Corporation. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.

A Change in Control will occur when: (A) any person or group acquires, or has acquired during the 12-month period ending on the date of the most recent acquisition by such person(s), ownership of stock of the Corporation which possesses 50 percent or more of the total voting power of the Corporation’s issued and outstanding stock; or (B) a majority of members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. However, if any person or group is considered to effectively control the Corporation, the acquisition of additional control of the Corporation by the same person(s) will not be considered to cause a Change in Control.

A Change in Control will occur on the date that any person or group acquires, or has acquired during the 12-month period ending on the date of the most recent acquisition by such person(s), assets from the Corporation that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of the Corporation’s assets immediately prior to such acquisition(s). For purposes of this paragraph (iii), “gross fair market value” means the value of the assets of the Corporation, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. Notwithstanding the foregoing provisions of this paragraph (iii), there will be no Change in Control under this paragraph (iii) in the case of a transfer to an entity that is controlled by the shareholders of the transferring corporation immediately after the transfer; furthermore, a transfer of assets by the Corporation is not treated as a Change in Control if the assets are transferred to: (A) a shareholder of the Corporation (immediately before the asset transfer) in exchange for or with respect to his stock; (B) an entity, 50 percent or more of the total value or voting power of which is owned, directly or indirectly, by the Corporation; (C) a person, or group of persons, that owns, directly or indirectly, 50 percent or more of the total value or voting power of all of the Corporation’s issued and outstanding stock; or (D) an entity, at least 50 percent of the total value or voting power of which is owned, directly or indirectly, by a person or group described in (C); furthermore, a transfer of assets the proceeds of which are retained by the transferor corporation(s) to finance continuing operations, rather than distributed to shareholders, will be disregarded for purposes of this paragraph (iii). For purposes of this paragraph (iii) and except as otherwise provided herein, a person’s status will be determined immediately after the transfer of the assets. For example, a transfer to a corporation in which the transferor corporation has no ownership interest before the transaction, but which is a majority-owned subsidiary of the transferor corporation after the transaction, will not be treated as a Change in Control.

“Code” means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or regulation thereunder will include such section, guidance issued by the Internal Revenue Service or the Treasury Department with respect to such section, any valid regulation promulgated under such section, and any comparable provision of any future law, legislation or regulation amending, supplementing or superseding such section or regulation.

“Committee” means the Compensation Committee of the Board.

“Corporation” means The National Bank of Indianapolis Corporation, the parent corporation of the Bank.

“Earnings Rate” means the monthly average constant rate of interest on 10-year Treasury securities for the 12-month period ended on September 30 of the year prior to the Plan Year to which the Earnings Rate will apply, plus 150 basis points.

“Effective Date” means January 1, 2005.

“Matching Contributions” means amounts credited by the Corporation to a Participant’s Matching Contribution Account in accordance with Section 3.4.

“Matching Contribution Account” means that portion of a Participant’s individual bookkeeping account maintained in accordance with Section 3.6. attributable to:

Matching Contributions allocated to such Participant pursuant to Section 3.4; and

Adjustments to his Matching Contributions Account, reduced by any distributions from such account pursuant to Article IV.

“Participant” means a salaried executive employee of the Bank designated by the Committee as eligible to participate in the Plan.

“Participant Deferral Account” means the portion of a Participant’s individual bookkeeping account maintained in accordance with Section 3.6. attributable to

Participant Deferrals allocated to such Participant pursuant to Section 3.1; and

Adjustments to his Participant Deferral Account, reduced by any distributions from such account pursuant to Article IV.

“Participant Deferrals” means amounts credited by the Corporation to a Participant Deferral Account, at the election of a Participant, in lieu of receiving Base Salary and/or Bonus, pursuant to a written agreement between the Participant and the Bank.

“Plan” means the deferred compensation plan embodied herein, as amended from time to time, known as The National Bank of Indianapolis Executives’ Deferred Compensation Plan.

“Plan Year” means the 12-month period beginning each January 1 and ending on the following December 31.

“Supplemental Contribution Amount” means that portion of the individual bookkeeping account maintained in accordance with Section 3.6 attributable to

Supplemental Contributions allocated to such Participant pursuant to Section 3.5; and

The Adjustments to his Supplemental Contributions Account, reduced by any distributions from such account pursuant to Article IV.

“Supplemental Contributions” means amounts credited by the Corporation to a Participant’s Supplemental Contribution Account in accordance with Section 3.5

“Total and Permanent Disability” means the inability of a Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. For purposes of this subsection (r), a Participant who, by reason of any medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of not less than 12 months, is receiving income replacement benefits for a period of not less than three months under an accident and health plan sponsored by the Bank will be deemed to be Totally and Permanently Disabled. The Committee will be the sole and final judge of disability, as defined herein, after consideration of such evidence as it may require, including the reports of such physician or physicians as it may designate. Notwithstanding the foregoing, a disability will not qualify under the Plan if it is the result, as determined by the Committee in its sole discretion, of (a) an intentionally self-inflicted injury or an intentionally self-induced sickness, or (b) an injury or disease contracted, suffered or incurred while participating in a criminal offense. The determination of disability for purposes of the Plan will not be construed to be an admission of a disability for any other purpose.

Requirement for Deferral Elections. As a condition to the Bank’s obligation to withhold and the Committee’s obligation to credit Participant Deferrals pursuant to Sections 3.1 and 3.6, the Participant must complete and file a deferral election form with the Committee (on a form or forms prescribed by the Committee). A Participant can make separate elections with regard to Base Salary and Bonuses.

Timing of Execution and Delivery of Elections. To be effective, a Participant’s deferral election must be executed and delivered to the Committee (i) in the case of Base Salary, not later than the December 31st prior to the first day of the Plan Year in which the Base Salary will be paid; and (ii) in the case of a Bonus paid under the annual Incentive or Top Management Discretionary Bonus Plan, not later than June 30th of the Plan Year in which the services which give rise to the Bonus are rendered.

Revocation and Modification of Deferral Elections. Once made, a deferral election with respect to Base Salary will remain in effect with respect to future Base Salary unless the election is revoked. To be effective, a revocation of an election to defer Base Salary must be filed on or before the 15th day of the month prior to the month the revocation becomes effective. Once made, a deferral election with respect to a Bonus cannot be revoked. Likewise, a deferral election with respect to a Bonus will only apply to such Bonus. If a Participant determines to defer all or part of a subsequent Bonus, he must timely file a new deferral election with respect to such Bonus.

Specified Matching Contribution. A specified Matching Contribution equal to 50 percent of the Participant Deferrals for the Plan Year.

Discretionary Matching Contribution. An additional Matching Contribution in such amount as may be determined by the Committee in its discretion.

Bookkeeping Account. The Committee will establish and maintain a bookkeeping account in the name of each Participant, to which the Committee will credit all amounts to be allocated to each Participant pursuant to this Article. Each bookkeeping account will be comprised of whichever of the following subaccounts are applicable: Participant Deferral Account, Matching Contributions Account and Supplemental Contributions Account.

Allocations to Bookkeeping Accounts. A Participant’s Deferral Account will be credited with Participant Deferrals made under Section 3.1 as of the date on which the Base Salary and/or Bonus to which the Participant’s deferral election relates would have otherwise been paid to him. In addition, as of the last day of each Plan Year, a Participant’s bookkeeping account will be credited with the Matching and/or Supplemental Contributions for the Participant under Sections 3.5 and 3.6 for that year.

Crediting of Earnings. As of the last day of each calendar quarter, each Participant’s bookkeeping account will be credited with a hypothetical amount of investment earnings for the quarter then ended based on the Earnings Rate in effect for such period, in accordance with Section 3.6(b).

Notification to Participants. Not later than December 1st of each Plan Year, the Committee will notify each Participant in writing of the Earnings Rate for the next Plan Year.

First, by charging a Participant’s Deferral, Matching and Supplemental Contributions Accounts, on a pro rata basis, with any payments made to or on behalf of the Participant or his Beneficiary since the last quarterly accounting.

Second, by crediting the balances in each Participant’s accounts with an amount equal to one-fourth of the annual Earnings Rate multiplied by the account balances determined under the previous step.

Third, by crediting each Participant’s Deferral Account with any Participant Deferrals that are required to be credited to such account as of that date in accordance with Section 3.6.

Finally, by crediting each Participant’s Matching and Supplemental Contributions Accounts with any Matching and/or Supplemental Contributions that are to be credited to such account as of that date.

The date the Participant attains age 62;

The date the Participant dies;

The date the Participant becomes Totally and Permanently Disabled; or

The date on which there is a Change in Control.

Form and Time of Payment. If a Participant dies prior to the time his Plan benefit is to be distributed, that benefit will be paid to his Beneficiary in a single sum. Such distribution will be made as soon as practicable following the Participant’s death.

Designation of Beneficiaries. The Participant may designate a primary and contingent Beneficiary on forms provided for such purpose by the Committee. Such designation may be changed at any time for any reason by the Participant. If the Participant fails to designate a Beneficiary, or if such designation is for any reason illegal or ineffective, or if the designated Beneficiary(ies) does not survive the Participant, his benefits under the Plan will be paid: (i) to his surviving spouse; (ii) if there is no surviving spouse, to the duly appointed and qualified executor or other personal representative of the Participant to be distributed in accordance with the Participant’s will or applicable intestacy law; or (iii) in the event that there is no such representative duly appointed and qualified within 60 days after the date of death of the Participant, then to such persons as, at the date of his death, who would be entitled to share in the distribution of the Participant’s estate under the provisions of the applicable statutes then in force governing the descent of intestate property, in the proportions specified in such statute. The Committee may determine the identity of the distributees, and in so doing may act and rely upon any information it may deem reliable upon reasonable inquiry, and upon any affidavit, certificate, or other document believed by it to be genuine, and upon any evidence believed by it to be sufficient.

The Committee will have all powers necessary to administer the Plan, including the power to construe and interpret the Plan documents; to decide all questions relating to an individual’s eligibility to participate in the Plan; to require information from a Participant or Beneficiary; to determine whether a Participant has actually terminated employment; to determine a Participant’s bookkeeping account balance; to determine the amount, manner and timing of any distribution of benefits under the Plan; to resolve any claim for benefits in accordance with Section 5.3, and to appoint or employ advisors, including legal counsel, to render advice with respect to any of the Committee’s responsibilities under the Plan. Any construction, interpretation, or application of the Plan by the Committee will be final, conclusive and binding on all parties. The Committee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or any part of its authority and powers under the Plan to one or more members of the Committee.

The Committee may adopt any rule or rules it deems necessary, desirable, or appropriate in the administration of the Plan. When making a determination or calculation, the Committee will be entitled to rely upon information furnished by a Participant or Beneficiary.

The Committee may require a Participant or Beneficiary to complete and file with it an application for a benefit, and to furnish all pertinent information requested by it. The Committee may rely upon all the information so furnished to it, including the Participant’s or Beneficiary’s current mailing address.

Filing a Claim. If filed, a claim for a Plan benefit must be filed with the Committee or with a person named by the Committee to receive claims under the Plan in writing.

Notice of Denial of Claim. In the event of a denial or limitation of any benefit or payment due to or requested by any Participant or Designated Beneficiary under the Plan (“claimant”), the claimant will be given a written notification containing specific reasons for the denial or limitation of his benefit. The written notification will contain specific reference to the pertinent Plan provisions on which the denial or limitation is based. In addition, it will contain a description of any other material or information necessary for the claimant to perfect a claim, and an explanation of why such material or information is necessary. The notification will further provide appropriate information as to the steps to be taken if the claimant wishes to submit his claim for review. This written notification will be given to a claimant within 90 days after receipt of his claim by the Committee, unless special circumstances require an extension of time for processing the claim. If such an extension of time for processing is required, written notice of the extension will be furnished to the claimant prior to the termination of the 90-day period, and that notice will indicate the special circumstances which make the postponement appropriate.

Right of Review. In the event of a denial or limitation of his benefit, the claimant or his duly authorized representative will be permitted to review pertinent documents and to submit to the Committee issues and comments in writing. In addition, the claimant or his duly authorized representative may make a written request for a full and fair review of his claim and its denial by the Committee; provided, however, that such written request must be received by the Committee within 60 days after receipt by the claimant of written notification of the denial or limitation of the claim. The 60-day requirement may be waived by the Committee in appropriate cases.

Decision on Review. A decision will be rendered by the Committee within 60 days after the receipt of the request for review, provided that where special circumstances require an extension of time for processing the decision, it may be postponed on written notice to the claimant (prior to the expiration of the initial 60-day period) for an additional 60 days after the receipt of such request for review. Any decision by the Committee will be furnished to the claimant in writing and will set forth the specific reasons for the decision and the specific Plan provisions on which the decision is based.

Court Action. No Participant or Designated Beneficiary will have the right to seek judicial review of a denial of benefits, or to bring any action in any court to enforce a claim for benefits prior to filing a claim for benefits or exhausting his rights to review under this Section.