Amended And Restated Bylaws - HEARTLAND BANCSHARES INC /IN/ - 7-28-1997

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Amended And Restated Bylaws - HEARTLAND BANCSHARES INC /IN/ - 7-28-1997 Powered By Docstoc
					EXHBIT 3.2 AMENDED AND RESTATED BYLAWS OF HEARTLAND BANCSHARES, INC. ARTICLE I MEETINGS OF SHAREHOLDERS SECTION 1.1. ANNUAL MEETINGS. Annual meetings of the shareholders of Heartland Bancshares, Inc. (the "Corporation"), shall be held at such date, time and place, within or without the State of Indiana, as shall be designated by the Board of Directors. SECTION 1.2. SPECIAL MEETINGS. Special meetings of the shareholders of the Corporation may be called at any time by the Board of Directors or the President and shall be called by the Board of Directors if the Secretary receives written, dated, and signed demands for a special meeting, describing in reasonable detail the purpose or purposes for which it is to be held, from the holders of shares representing at least eighty percent of all votes entitled to be cast on any issue proposed to be considered at the proposed special meeting. If the Secretary receives one or more proper written demands for a special meeting of shareholders, the Board of Directors may set a record date for determining shareholders entitled to make such demand. The Board of Directors or the President, as the case may be, calling a special meeting of shareholders shall set the date, time, and place of such meeting, which may be held within or without the State of Indiana. SECTION 1.3. NOTICES. A written notice, stating the date, time, and place of any meeting of the shareholders, and in the case of a special meeting the purpose or purposes for which such meeting is called, shall be delivered or mailed by the Secretary of the Corporation, to each shareholder of record of the Corporation entitled to notice of or to vote at such meeting no fewer than ten nor more than sixty days before the date of the meeting, or as otherwise provided by the Corporation Law. In the event of a special meeting of shareholders required to be called as the result of a demand therefor made by shareholders, such notice shall be given no later than the sixtieth day after the Corporation's receipt of the demand requiring the meeting to be called. Notice of shareholders' meetings, if mailed, shall be mailed, postage prepaid, to each shareholder at his address shown in the Corporation's current record of shareholders.

A shareholder or such shareholder's proxy may at any time waive notice of a meeting if the waiver is in writing and is delivered to the Corporation for inclusion in the minutes or filing with the Corporation's records. A shareholder's attendance at a meeting, whether in person or by proxy, (a) waives objection to lack of notice or defective notice of the meeting, unless the shareholder or such shareholder's proxy at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, and (b) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder or such shareholder's proxy objects to considering the matter when it is presented. Each shareholder who has in the manner described above waived notice or objection to notice of the shareholders' meeting shall be conclusively presumed to have been given due notice of such meeting (including the purpose or purposes thereof if such shareholder in the manner described above waived objection to the consideration of a particular matter). If an annual or special shareholders' meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment, unless a new record date is or must be established for the adjourned meeting. SECTION 1.4. VOTING. Except as otherwise provided by the Corporation Law or the Corporation's Articles of Incorporation, each capital share of any class of the Corporation that is outstanding at the record date and represented in person or by proxy at the annual or special meeting shall entitle the record holder thereof, or such holder's proxy, to one vote on each matter voted on at the meeting. SECTION 1.5. QUORUM. Unless the Corporation's Articles of Incorporation or the Corporation Law provide otherwise, at all meetings of shareholders a majority of the votes entitled to be cast on a matter, represented in person or by proxy, constitutes a quorum for action on the matter. Action may be taken at a shareholders' meeting only on matters with respect to which a quorum exists; provided, however, that any meeting of shareholders, including annual and special meetings and any adjournments thereof, may be adjourned to a later date although less than a quorum is present. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any meeting held pursuant to an adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

SECTION 1.6. VOTE REQUIRED TO TAKE ACTION. If a quorum exists as to a matter to be considered at a meeting of shareholders, action on such matter (other than the election of Directors) is approved if the votes properly cast favoring the action exceed the votes properly cast opposing the action, unless the Corporation's Articles of Incorporation or the Corporation Law require a greater number of affirmative votes. Directors shall be elected by a plurality of the votes properly cast. SECTION 1.7. RECORD DATE. Only such persons shall be entitled to notice of or to vote, in person or by proxy, at any shareholders' meeting as shall appear as shareholders upon the books of the Corporation as of such record date as the Board of Directors shall determine, which date may not be earlier than the date seventy days immediately preceding the meeting unless otherwise permitted by the Corporation Law. In the absence of such determination, the record date shall be the fiftieth day immediately preceding the date of such meeting. Unless otherwise provided by the Board of Directors, shareholders shall be determined as of the close of business on the record date. SECTION 1.8. PROXIES. A shareholder may vote his shares either in person or by proxy. A shareholder may appoint a proxy to vote or otherwise act for the shareholder (including authorizing the proxy to receive, or to waive, notice of any shareholders' meetings within the effective period of such proxy) by signing an appointment form, either personally or by the shareholder's attorney-in-fact. An appointment of a proxy is effective when received by the Secretary or other officer or agent authorized to tabulate votes and is effective for eleven months unless a different period is expressly provided in the appointment form. The proxy's authority may be limited to a particular meeting or may be general and authorize the proxy to represent the shareholder at any meeting of shareholders held within the time provided in the appointment form. Subject to the Corporation Law and to any express limitation on the proxy's authority appearing on the face of the appointment form, the Corporation is entitled to accept the proxy's vote or other action as that of the shareholder making the appointment. SECTION 1.9. DISCLOSURE PROCEDURE. The President may, in the discretion of the President and from time to time, require such of the record holders of the Corporation's shares as the President shall determine, to disclose to the Corporation whether or not such record holder holds such shares for the account of another person or persons who is or are the beneficial owner(s) of such shares and, if so, the name(s) of such beneficial owner(s). If any such record holder shall, without legal justification, fail to disclose the information required by the preceding sentence to the Corporation (by depositing in United States mail, postage prepaid,

a letter properly addressed to the Corporation at the designated address or otherwise) within 10 days of the date of mailing by the Corporation of the disclosure request (postage prepaid and properly addressed to the record holder at the address appearing in the Corporation's stock records) then, in the discretion of the President, the Corporation may (in addition to any other remedies that may then be available to it at law or in equity) (a) prohibit the voting of any or all shares held by such record shareholder at the next meeting of the shareholders; (b) for so long as the failure to disclose continues, withhold dividends with respect to such record shareholder's shares; (c) reacquire any or all shares registered in the name of such record shareholder (for the account of the Corporation or its assignee) at a price per share equal to the closing price of the shares on the trading day next preceding the date of the notice of reacquisition as reported by the principal national market on which the shares are then traded or quoted, or, if there are no sales reported on the trading day next preceding the date of the notice of reacquisition, at a price per share equal to the median price between the highest closing bid quotation and the lowest closing asked quotation with respect to such shares on the trading day next preceding the date of the notice of reacquisition as reported by such principal market, or, if no such quotations are available, at a price per share equal to the fair market value of such shares immediately prior to the date of the notice of reacquisition as determined by the Board of Directors in good faith by such other reasonable method as the Board of Directors shall, in its discretion, select and apply, by depositing in the United States mail (postage prepaid and properly addressed to such record holder at its address appearing in the Corporation's stock records) a notice of reacquisition, specifying (i) the number of shares to be so reacquired, (ii) the price at which such shares are to be reacquired as determined by this clause (c), (iii) the closing date of the reacquisition, which shall not be later than the fifth trading day following the date of the notice of reacquisition, and (iv) the procedures by which the record holder may surrender the certificates for the shares reacquired on or after the closing date in exchange for the reacquisition price; in which event the shares specified by the notice of reacquisition shall be deemed reacquired by the Corporation effective date of the notice of reacquisition for all purposes and the record holder's rights with respect to such shares on and after such date shall be limited to the right to receive on or after the specified closing date (upon surrender of the certificate(s) for the reacquired shares, accompanied by such instruments of transfer and other assurances as the corporation may reasonably request) the reacquisition price, without interest; or (d) deny voting rights, withhold dividends, and reacquire shares, or any combination thereof, as provided in clauses (a), (b), and (c). The Corporation may, but is not required to, accept a delinquent disclosure of the matters referred to in this procedure

in satisfaction of an insufficient disclosure or a failure to timely disclose, or may proceed with its remedies (including its reacquisition of shares held by such record shareholder) notwithstanding any attempt to cure a prior insufficient disclosure or failure to disclose. If the Corporation (or any person acting on its behalf) shall employ counsel in connection with any legal proceeding to enforce or defend any action taken pursuant to this procedure, the Corporation (or other person) shall be entitled to recover from the record shareholder its reasonable attorneys' fees and expenses and other costs incurred in the enforcement or defense of such action, to the extent successful, in addition to all other appropriate relief. SECTION 1.10. SHAREHOLDER NOMINEES. The only persons who shall be eligible for election to the Board of Directors at any meeting of shareholders at which one or more directors are to be elected are (a) those persons named in (or replacements thereof named in accordance with) proxy or information statement prepared on behalf of the Board of Directors of the Corporation and distributed to shareholders in connection with such meeting in accordance with the proxy rules of the Securities and Exchange commission (the "SEC Proxy Rules"), and (b) other persons nominated from the floor of such shareholders meeting by a shareholder but only if (i) the shareholder who submits such nomination notifies the Secretary of the Corporation not later than 10 business days prior to the shareholder meeting at which such nomination is to be considered of such shareholder's intent to nominate that particular person(s) and (ii) any "solicitation" of "proxies" by such shareholder or other persons on behalf of such other nominee(s) has been conducted in accordance with the SEC Proxy Rules, if applicable. ARTICLE II DIRECTORS SECTION 2.1. NUMBER AND TERM; AUTHORITY. The business of the Corporation shall be managed by a Board of Directors consisting of at least six Directors and no more than fifteen Directors. The exact number of Directors of the Corporation shall be fixed by the Board of Directors within the range established by the preceding sentence, and may be changed within that range from time to time by the Board of Directors. The Directors shall be divided into three equal (or nearly equal as possible) classes with only one class of Directors being elected at any annual meeting. The terms of the Directors in the first class shall expire at the first annual meeting of the shareholders after their election, the terms of the Directors in the second class shall expire at the second annual meeting of shareholders after their election, and the terms of the directors in the third class shall expire at the third annual meeting of the shareholders after their election. At each annual

meeting of the shareholders held thereafter, Directors shall be elected for a term of three years to succeed those Directors whose terms expire. Each Director shall continue to serve until such Director's successor is elected and qualified, or until the earlier of such Director's death, resignation, disqualification, or removal by shareholders, or until there is a decrease in the number of Directors; provided, however, that a Director cannot be removed by such decrease unless in connection with an election of Directors by shareholders. The Directors and each of them shall have no authority to bind the Corporation except when acting as a Board or a Committee established by the Board and granted authority to bind the Corporation. SECTION 2.2. QUORUM AND VOTE REQUIRED TO TAKE ACTION. A majority of the whole Board of Directors (the size of which shall be determined in accordance with the latest action of the Board of Directors fixing the number of Directors) shall be necessary to constitute a quorum for the transaction of any business, except the filling of vacancies. If a quorum is present when a vote is taken, the affirmative vote of a majority of the Directors present shall be the act of the Board of Directors, unless the act of a greater number is required by the Corporation Law, the Corporation's Articles of Incorporation, or these Amended and Restated Bylaws. SECTION 2.3. ANNUAL AND REGULAR MEETINGS. The Board of Directors shall meet annually, without notice, on the same day as the annual meeting of the shareholders, for the purpose of transacting such business as properly may come before the meeting. Other regular meetings of the Board of Directors, in addition to said annual meeting, shall be held on such dates, at such times, and at such places as shall be fixed by resolution adopted by the Board of Directors or otherwise communicated to the Directors. The Board of Directors may at any time alter the date for the next annual meeting of the Board of Directors. Notice of the time, place or purpose of a regular meeting shall not be required, unless and to the extent that a regular meeting is rescheduled or relocated in which event notice of the date, time and place of the rescheduled or relocated meeting shall be given as in the case of a special meeting of the Board of Directors. SECTION 2.4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by the President or any member of the Board of Directors upon not less than 24 hours' notice given to each Director of the date, time, and place of the meeting, which notice need not specify the purpose or purposes of the special meeting. Such notice may be communicated in person (either in writing or orally), by telephone, telegraph, teletype or other form of wire or wireless communication or by mail, and shall be

effective at the earlier of the time of its receipt or, if mailed, five days after its mailing. Notice of any meeting of the Board may be waived in writing at any time if the waiver is signed by the Director entitled to the notice and is filed with the minutes or corporate records. A Director's attendance at or participation in a meeting waives any required notice to the Director of the meeting, unless the Director at the beginning of the meeting (or promptly upon the Director's arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. SECTION 2.5. WRITTEN CONSENTS. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if the action is taken by all members of the Board. The action must be evidenced by one or more written consents describing the action taken, signed by each Director, and included in the minutes or filed with the corporate records reflecting the action taken. Action taken under this Section 2.5 is effective when the last Director signs the consent, unless the consent specifies a different prior or subsequent effective date, in which case the action is effective on or as of the specified date. A consent signed under this Section 2.5 has the effect of a meeting vote and may be described as such in any document. SECTION 2.6. PARTICIPATION BY CONFERENCE TELEPHONE. The Board of Directors may permit any or all Directors to participate in a regular or special meeting by, or through the use of, any means of communication, such as conference telephone, by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by such means shall be deemed to be present in person at the meeting. SECTION 2.7. COMMITTEES. (a) The Board of Directors may create one or more committees and appoint members of the Board of Directors to serve on them, by resolution of the Board of Directors adopted by a majority of all the Directors in office when the resolution is adopted. Each committee may have one or more members, and all the members of a committee shall serve at the pleasure of the Board of Directors. (b) To the extent specified by the Board of Directors in the resolutions creating a committee (and all resolutions subsequently adopted modifying, amending or terminating such committee's authority), and except to the extent specifically precluded by the Corporation Law, each committee may exercise all of the authority of the Board of Directors.

(c) Except to the extent inconsistent with the resolutions creating a committee, Sections 2.1 through 2.6 of these Amended and Restated Bylaws, which govern meetings, actions without meetings, notices and waivers of notice, quorum and voting requirements, and telephone participation in meetings of the Board of Directors, shall apply to the committee and its members. ARTICLE III OFFICERS SECTION 3.1. DESIGNATION, SELECTION, AND TERMS. The officers of the Corporation shall consist of the President, Vice President, Secretary and Treasurer. The officers of the Corporation shall be elected by the Board of Directors. The Board of Directors may also elect Assistant Treasurers, Assistant Secretaries, and such other officers or assistant officers as it may from time to time determine by resolution creating the office and defining the duties thereof. In defining the duties of officers, the Board of Directors may designate a chief executive officer, a chief operating officer, a chief administrative officer, a chief financial officer, a chief accounting officer, or similar functional titles. Officers need not be selected from among the members of the Board of Directors. Any two or more offices may be held by the same person. The election or appointment of an officer does not itself create contract rights. SECTION 3.2. REMOVAL. The Board of Directors may remove any officer at any time with or without cause. Vacancies in such offices, however occurring, may be filled by the Board of Directors at any meeting of the Board of Directors. SECTION 3.3. PRESIDENT. The President shall have and may exercise all of the powers and duties as are incident to his office or may from time to time be delegated to him by the Board of Directors. SECTION 3.4. VICE-PRESIDENT. The Vice-President, or Vice Presidents if more than one (in the order designated by the President or the Board), shall exercise and perform all powers of, and perform duties incumbent upon, the President during his absence or disability and shall exercise and perform such other powers and duties as these Amended and Restated Bylaws, the Board or the President may prescribe. SECTION 3.5. TREASURER. The Treasurer shall have and may exercise all of the powers and duties as are usual in the office of the Treasurer of a corporation including but not limited to maintaining the accounting records required by the Corporation Law.

SECTION 3.6. SECRETARY. The Secretary shall be the custodian of the books, papers, and records of the Corporation and of its corporate seal, if any, and shall be responsible for seeing that the Corporation maintains the records required by the Corporation Law (other than accounting records) and that the Corporation files with the Indiana Secretary of State the biannual report required by the Corporation Law. The Secretary shall be responsible for preparing minutes of the meetings of the shareholders and of the Board of Directors and for authenticating records of the Corporation, and he shall perform all of the other duties customary to the office of the Secretary of a corporation. ARTICLE IV INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHER ELIGIBLE PERSONS SECTION 4.1. GENERAL. To the extent not inconsistent with applicable law, every Eligible Person shall be indemnified by the Corporation against all Liability and reasonable Expense that may be incurred by him in connection with or resulting from any Claim: (a) if such Eligible Person is Wholly Successful with respect to the Claim, or (b) if not Wholly Successful, then if such Eligible Person is determined, as provided in either Section 4.3(a) or 4.3 (b) of this Article IV, to have: (i) conducted himself in good faith; and (ii) reasonably believed: (A) in the case of conduct in his official capacity with the Corporation, that his conduct was in its best interest; and (B) in all other cases, that his conduct was at least not opposed to the best interest of the Corporation; and (iii) in the case of any criminal proceeding, either: (A) had reasonable cause to believe his conduct was lawful; or (B) had no reasonable cause to believe his conduct was unlawful.

The termination of any Claim, by judgment, order, settlement (whether with or without court approval), or conviction or upon a plea of guilty or of nolo contendere, or its equivalent, shall not create a presumption that an Eligible Person did not meet the standards of conduct set forth in clause (b) of this Section 4.1. The actions of an Eligible Person with respect to an employee benefit plan subject to the Employee Retirement Income Security Act of 1974 shall be deemed to have been taken in what the Eligible Person reasonably believed to be the best interest of the Corporation or at least not opposed to its best interest if the Eligible Person reasonably believed he was acting in conformity with the requirements of such Act or he reasonably believed his actions to be in the interest of the participants in or beneficiaries of the plan. SECTION 4.2. DEFINITIONS. (a) The term "Claim" as used in this Article IV shall include every pending, threatened, or completed claim, action, suit, or proceeding and all appeals thereof (whether brought by or in the right of this Corporation or any other corporation or otherwise), whether civil, criminal, administrative, or investigative, formal or informal, in which an Eligible Person may become involved, as a party or otherwise: (i) by reason of his being or having been an Eligible Person, or (ii) by reason of any action taken or not taken by him in his capacity as an Eligible Person, whether or not he continued in such capacity at the time a Liability or Expense shall have been incurred in connection with a Claim. (b) The term "Eligible Person" as used in this Article IV shall mean every person (and the estate, heirs, and personal representatives of such person) who is or was a Director or officer of the Corporation, including any Director or officer who is or was serving at the request of the Corporation as a Director, officer, employee, agent, or fiduciary of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other organization or entity, whether for profit or not. An Eligible Person shall be considered to have been serving an employee benefit plan at the request of the Corporation if his duties to the Corporation also imposed duties on, or otherwise involved services by, him to the plan or to participants in or beneficiaries of the plan. (c) The terms "Liability" and "Expense" as used in this Article IV shall include, but shall not be limited to, counsel fees and disbursements and amounts of judgments, fines, or penalties against (including excise taxes assessed with respect to an employee benefit plan), and amounts paid in settlement by or on behalf of, an Eligible Person.

(d) The term "Wholly Successful" as used in this Article IV shall mean (i) termination of any Claim against the Eligible Person in question without any finding of liability or guilt against him, (ii) approval by a court, with knowledge of the indemnity herein provided, of a settlement of any Claim, or (iii) the expiration of a reasonable period of time after making or threatened making of any Claim without the institution of the same, without any payment or promise made to induce a settlement. SECTION 4.3. PROCEDURE. (a) Every Eligible Person claiming indemnification hereunder (other than one who has been Wholly Successful with respect to any Claim) shall be entitled to indemnification if it is determined, as provided in this Section 4.3(a), that such Eligible Person has met the standards of conduct set forth in clause (b) of Section 4.1. The determination whether an Eligible Person has met the required standards of conduct shall be made (i) by the Board of Directors by majority vote of a quorum consisting of Directors not at the time parties to the Claim, and if such a quorum cannot be obtained, then (ii) by majority vote of a committee duly designated by the Board of Directors (in which designation, Directors who are parties to the Claim may participate) consisting solely of two (2) or more Directors not at the time parties to the Claim, and if such a committee cannot be constituted, then (iii) by the shareholders (but shares owned by or voted under the control of a Director who is at the time a party to the Claim may not be voted on the determination), and if there are no shareholders who are entitled to vote pursuant to the requirements of paragraph (iii), then (iv) by special legal counsel selected by a majority vote of the full Board of Directors (in which selection, a Director who is a party to the Claim may participate). If an Eligible Person is found to be entitled to indemnification pursuant to the preceding sentence, the reasonableness of the Eligible Person's Expenses shall be determined by the procedure set forth in the preceding sentence, except that if such determination is by special legal counsel, the reasonableness of Expenses shall be determined by a majority vote of the full Board of Directors (in which determination, a Director who is a party to the Claim may participate).

(b) If an Eligible Person claiming indemnification pursuant to Section 4.3(a) of this Article IV is found not to be entitled thereto, the Eligible Person may apply for indemnification with respect to a Claim to a court of competent jurisdiction, including a court in which the Claim is pending against the Eligible Person. On receipt of an application, the court, after giving notice to the Corporation and giving the Corporation ample opportunity to present to the court any information or evidence relating to the claim for indemnification that the Corporation deems appropriate, may order indemnification if it determines that the Eligible Person is entitled to indemnification with respect to the Claim because such Eligible Person met the standards of conduct set forth in clause (b) of Section 4.1 of this Article IV. If the court determines that the Eligible Person is entitled to indemnification, the court shall also determine the reasonableness of the Eligible Person's Expenses. SECTION 4.4. NONEXCLUSIVE RIGHTS. The right of indemnification provided in this Article IV shall be in addition to any rights to which any Eligible Person may otherwise be entitled. Irrespective of the provisions of this Article IV, the Board of Directors may, at any time and from time to time, (a) approve indemnification of any Eligible Person to the full extent permitted by the provisions of applicable law at the time in effect, whether on account of past or future transactions, and (b) authorize the Corporation to purchase and maintain insurance on behalf of any Eligible Person against any Liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such Liability. SECTION 4.5. EXPENSES. Expenses incurred by an Eligible Person with respect to any Claim shall be advanced by the Corporation (by action of the Board of Directors, whether or not a disinterested quorum exists) prior to the final disposition thereof if: (a) the Eligible Person furnishes the Corporation a written affirmation of his good faith belief that he has met the standards of conduct specified in Section 4.1(b); (b) the Eligible Person furnishes the Corporation a written undertaking, executed personally or on the Eligible Person's behalf, to repay the advance if it is ultimately determined that the Eligible Person did not meet the standards of conduct specified in Section 4.1(b); and (c) the Board of Directors makes a determination that the facts then known would not preclude indemnification of the Eligible Person.

SECTION 4.6. CONTRACT. The provisions of this Article IV shall be deemed to be a contract between the Corporation and each Eligible Person, and an Eligible Person's rights hereunder with respect to a Claim shall not be diminished or otherwise adversely affected by any repeal, amendment, or modification of this Article IV that occurs subsequent to the date of any action taken or not taken by reason of which such Eligible Person becomes involved in a Claim. SECTION 4.7. EFFECTIVE DATE. The provisions of this Article IV shall be applicable to Claims made or commenced after the adoption hereof, whether arising from acts or omissions to act occurring before or after the adoption hereof. ARTICLE V CHECKS All checks, drafts, or other orders for payment of money shall be signed in the name of the Corporation by such officers or persons as shall be designated from time to time by resolution adopted by the Board of Directors and included in the minute book of the Corporation. ARTICLE VI LOANS Such of the officers of the Corporation as shall be designated from time to time by any resolution adopted by the Board of Directors and included in the minute book of the Corporation shall have the power, with such limitations thereon as may be fixed by the Board of Directors, to borrow money in the Corporation's behalf, to establish credit, to discount bills and papers, to pledge collateral, and to execute such notices, bonds, debentures, or other evidences of indebtedness, and such mortgages, trust indentures, and other instruments in connection therewith, as may be authorized from time to time by such Board of Directors. ARTICLE VII EXECUTION OF DOCUMENTS The President or any officer designated by the President may, in the Corporation's name, sign all deeds, leases, contracts, or similar documents that may be authorized by the Board of Directors unless execution is otherwise provided for, required, or directed by the Board of Directors, the Corporation's Articles of Incorporation, the Corporation Law, or other law.

ARTICLE VIII SHARES SECTION 8.1. EXECUTION. Certificates for capital shares of the Corporation shall be signed (either manually or in facsimile) by the President and the Secretary or two officers designated from time to time by the Board of Directors and the seal of the Corporation (or a facsimile thereof), if any, may be thereto affixed. Where any such certificate is also signed by a transfer agent or a registrar, or both, the signatures of the officers of the Corporation may be facsimiles. The Corporation may issue and deliver any such certificate notwithstanding that any such officer who shall have signed, or whose facsimile signature shall have been imprinted on, such certificate shall have ceased to be such officer. SECTION 8.2. CONTENTS. Each certificate shall state on its face the name of the Corporation and that it is organized under the laws of the State of Indiana, the name of the person to whom it is issued, and the number and class and the designation of the series, if any, of shares the certificate represents, and, whenever the Corporation is authorized to issue more than one class of shares or different series within a class, each certificate issued after the effectiveness of such authorization shall further state conspicuously on its front or back that the Corporation will furnish the shareholder, upon his written request and without charge, a summary of the designations, relative rights, preferences, and limitations applicable to each class and series and the authority of the Board of Directors to determine variations in rights, preferences and limitations for future series. SECTION 8.3. TRANSFERS. Except as otherwise provided by law or by resolution of the Board of Directors, transfers of shares of the Corporation shall be made only on the books of the Corporation by the holder thereof in person or by duly authorized attorney, on payment of all taxes thereon and surrender for cancellation of the certificate or certificates for such shares (except as hereinafter provided in the case of loss, destruction, or mutilation of certificates) properly endorsed by the holder thereof or accompanied by the proper evidence of succession, assignment, or authority to transfer and delivered to the Secretary or an Assistant Secretary. SECTION 8.4. SHARE TRANSFER RECORDS. There shall be entered upon the share records of the Corporation the number of each certificate issued; the name and address of the registered holder of such certificate; the number, kind, and class or series of shares represented by such certificate; the date of issue; whether the shares are originally issued or transferred; the registered holder from whom transferred; and such other information as is commonly required to be shown by such records. The share records

of the Corporation shall be kept at its principal office, unless the Corporation appoints a transfer agent or registrar, in which case the Corporation shall keep at its principal office a complete and accurate shareholders' list giving the name and addresses of all shareholders and the number and class of shares held by each. If a transfer agent is appointed by the Corporation, shareholders shall give written notice of any changes in their addresses from time to time to the transfer agent. SECTION 8.5. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may appoint one or more transfer agents and one or more registrars and may require each share certificate to bear the signature of either or both. SECTION 8.6. LOSS, DESTRUCTION, OR MUTILATION OF CERTIFICATES. The holder of any of the shares of the Corporation shall immediately notify the Corporation of any loss, destruction, or mutilation of the certificate therefor, and the Board of Directors may, in its discretion, cause to be issued to him a new certificate or certificates of shares upon the surrender of the mutilated certificate, or, in the case of loss or destruction, upon satisfactory proof of such loss or destruction. The Board of Directors may, in its discretion, require the holder of the lost or destroyed certificate or his legal representative to give the Corporation a bond in such sum and in such form, and with such surety or sureties as it may direct, to indemnify the Corporation, its transfer agents and its registrars, if any, against any claim that may be made against them or any of them with respect to the shares represented by the certificate or certificates alleged to have been lost or destroyed, but the Board of Directors may, in its discretion, refuse to issue a new certificate or certificates, save upon the order of a court having jurisdiction in such matters. SECTION 8.7. FORM OF CERTIFICATES. The form of the certificates for shares of the Corporation shall conform to the requirements of Section 8.2 of these Amended and Restated Bylaws and be in such printed form as shall from time to time be approved by resolution of the Board of Directors. ARTICLE IX SEAL The corporate seal of the Corporation shall, if the Corporation elects to have one, be in the form of a disc, with the name of the Corporation on the periphery thereof and the word "SEAL" in the center.

ARTICLE X MISCELLANEOUS SECTION 10.1. CORPORATION LAW. The provisions of the Corporation Law, as it may from time to time be amended, applicable to all matters relevant to, but not specifically covered by, these Amended and Restated Bylaws are hereby, by reference, incorporated in and made a part of these Amended and Restated Bylaws. The term "Corporation Law" as used in these Amended and Restated Bylaws means the Indiana Business Corporation Law, as it may hereafter from time to time be amended and any statute which may in the future supersede or replace, in whole or in part, the Corporation Law. SECTION 10.2. FISCAL YEAR. The fiscal year of the Corporation shall end on the 31st of December of each year. SECTION 10.3. CONTROL SHARE ACQUISITIONS. (a) The provisions of I.C. 23-1-42 of the Corporation Law are applicable to the Corporation. (b) In the event (i) that no acquiring person statement that complies with I.C. 23-1-42-6 has been delivered to the Corporation with respect to a control share acquisition on or before the date of mailing a notice of redemption of control shares pursuant to Section 10.3(c), or (ii) that control shares are not accorded full voting rights by the shareholders pursuant to I.C. 23-1-42-9, the Corporation shall have the power, at its option, to redeem any or all control shares at the fair value thereof, in accordance with the time and other requirements specified by I.C. 23-1-42-10 and this Section 10.3. "Fair value" for purposes of the preceding sentence shall be deemed to be equal to the fair market value per share of the class or series of which the control shares are part immediately prior to the first public announcement of the intent or plan of the acquiring person to make a control share acquisition ("Announcement Date"). Such fair market value shall be determined by (i) the highest reported closing sale price during the 30-day period immediately preceding the Announcement Date if such shares are listed on a securities exchange registered under the Securities Exchange Act of 1934 or if closing sale prices are reported on the National Association of Securities Dealers, Inc. Automatic Quotation System ("NASDAQ"), or any similar system of automated dissemination of quotations of securities prices then in common use, or (ii) if closing sales prices of such shares are not listed on such securities exchange or reported on NASDAQ or there are no sales reported by NASDAQ during such 30-day

period, the highest closing bid quotation with respect to such shares during the 30-day period immediately preceding the Announcement Date as reported on NASDAQ or the OTC Bulletin Board or any similar system then in use, or (iii) if no such quotations are available during such 30-day period, the fair market value of such shares immediately prior to the Announcement Date as determined by the Board of Directors in good faith by such other reasonable method as the Board of Directors of the Corporation shall, in its discretion, select and apply. (c) In case the Corporation shall desire to exercise its right to redeem control shares pursuant to Section 10.3(b), notice of such redemption shall be given to the holders of the control shares to be redeemed by mailing to such holders, within the time period, if any, specified by I.C. 23-1-42-10, a notice of such redemption by first class mail, postage prepaid, not less than 30 days prior to the redemption date, to their last addresses as they shall appear upon the stock transfer records of the Corporation. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder receives the notice, as of the date of mailing of the notice. In any case, failure to duly give notice by mail to the holder of any control shares, or any defect in such notice, shall not affect the validity of the proceedings for the redemption of any other control share. Each such notice shall specify the redemption date, the number of control shares to be redeemed held by such holder, the place of redemption and the redemption price at which the control shares are to be redeemed. Such notice shall further state that payment of the redemption price will be made upon presentation and surrender of the certificate(s) representing the control shares (with such instruments of transfer and other assurances as the Corporation may reasonably request) and that from and after the redemption date such holder shall have no rights with respect to such control shares (including no rights to vote or to receive distributions in respect thereof with respect to matters for which the record date shall fall on or after the redemption date) except the right to receive the redemption price (without interest) upon compliance with the procedures specified by this Section 10.3. (d) The Board of Directors may by resolution specify such other procedures as may in its discretion be deemed necessary or advisable for the purpose of implementing this Section 10.3 and is hereby empowered to determine, on the basis of the information known to it, all matters with respect to which a determination is required under I.C. 23-1-42 in connection with redemption of control shares.

(e) Terms used in this Section 10.3 not otherwise defined shall, unless the context otherwise requires, have the meanings assigned to them by I.C. 23-1-42. SECTION 10.4. DEFINITION OF ARTICLES OF INCORPORATION. The term "Articles of Incorporation" as used in these Amended and Restated Bylaws means the Articles of Incorporation of the Corporation, as amended and restated from time to time. SECTION 10.5. AMENDMENTS. These Bylaws may be rescinded, changed, or amended, and provisions hereof may be waived, at any annual, regular, or special meeting of the Board of Directors by the affirmative vote of a majority of the number of Directors then in office, except as otherwise required by the Corporation's Articles of Incorporation or by the Corporation Law.

July 25, 1997 Heartland Bancshares, Inc. P.O. Box 469 Franklin, Indiana 46131 Ladies and Gentlemen: We have represented Heartland Bancshares, Inc. (the "Company"), in connection with its proposed issuance of up to 1,150,000 shares of Common Stock, no par value (the "Common Stock"), that are proposed to be registered under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form SB-2 (the "Registration Statement"). As counsel to the Company, we have participated in the preparation of the Registration Statement. We have examined originals (or copies certified to our satisfaction) of such corporate records, documents, agreements, instruments and certificates of public officials of the State of Indiana and of officers of the Company, and have examined such questions of law as we have deemed necessary as a basis for the opinion hereafter expressed. Based on the foregoing, we are of the opinion that the Common Stock is duly authorized and, when issued pursuant to the Registration Statement and when the full consideration specified in the Registration Statement has been received, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading "Legal Matters." Very truly yours,
/s/ LEAGRE CHANDLER & MILLARD

EXHIBIT 10.1 HEARTLAND BANCSHARES, INC. 1997 STOCK OPTION PLAN 1. PURPOSE OF THE PLAN This Stock Option Plan ("Plan") is designed to provide an incentive to key employees of Heartland Bancshares, Inc. (the "Corporation") and any of its subsidiaries, including officers and employee directors, and to offer an additional inducement in obtaining the services of key personnel and professional advisors by granting such persons options to purchase shares of the Corporation's common stock ("Common Stock"). The Plan provides for the grant of (i) options intended to qualify as "Incentive Stock Options" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) non-qualified options. 2. STOCK SUBJECT TO THE PLAN The shares of Common Stock to be issued upon exercise of options granted under the Plan (the "Options") shall be made available, at the discretion of a committee of the Board of Directors appointed hereunder, from either authorized but unissued shares of Common Stock or shares of Common Stock held in the treasury of the Corporation or any subsidiary of the Corporation, including shares of Common Stock purchased in the open market or otherwise. Subject to the provisions of the next succeeding paragraph of this Section 2, the aggregate number of shares for which Options may be granted under the Plan shall be 75,000. If, prior to the expiration of the plan as provided in Section 13, the Plan remains in effect and an Option granted under the Plan shall have terminated for any reason without having been exercised in full, then the unpurchased shares covered by the terminated Option shall become available for option to other employees. In the event that an optionee tenders shares of Common Stock owned by the optionee in payment of the purchase price of shares the optionee has elected to purchase pursuant to an Option, only the net shares issued in connection with such transaction (calculated by subtracting the number of shares tendered in payment from the number of shares purchased under the Option) shall be considered to be shares for which Options have been granted under the Plan, and the remaining number of shares issued under such Option shall be considered unpurchased shares that shall again become available for grants of Options to other employees.

In the event that the outstanding shares of Common Stock hereafter are changed into or exchanged for a different number or kind of shares or other securities of the Corporation by reason of any recapitalization, reclassification, combination of shares, stock split-up, stock dividend, or other reorganization or (in the discretion of the Committee) in the event of any spin-off or other distribution of a substantial portion of the assets of the Corporation to the holders of the shares of the Corporation then subject to Options granted hereunder: (a) the aggregate number and kind of shares subject to Options which may be granted hereunder shall be adjusted appropriately; and (b) rights under outstanding Options granted hereunder, both as to the number of subject shares and the Option price, shall be adjusted appropriately. The foregoing adjustments and the manner of application of the foregoing provisions shall be determined solely by the Committee, and any such adjustment may provide for the elimination of fractional share interests. 3. ADMINISTRATION OF THE PLAN The Plan shall be administered by a committee of the Board of Directors (the "Committee") consisting of two or more members, each of whom shall qualify at all times as a "Non-Employee Director" within the meaning of Rule 16b-3 adopted under the Securities Exchange Act of 1934, as amended, or any successor rule ("Rule 16b- 3"). The members of the Committee shall be appointed by, and may be changed from time to time in the discretion of, the Board of Directors of the Corporation. A majority of the members shall constitute a quorum, and the acts of a majority of the members present at any meeting at which a quorum is present, and any acts approved in writing by all of the members without a meeting, shall be the acts of the Committee. 4. OPTION PRICE The purchase price under each Option shall be determined by the Committee at the time of grant. In the case of Incentive Stock Options, the purchase price must be set as follows: (a) for persons who at the time of grant own stock possessing ten percent or less of the total combined voting power of all classes of stock of the Corporation or any parent or subsidiary corporation, the Option price at the time the Option is granted must be set at no less than the fair market value of the shares of Common Stock subject to the Option; and

(b) for optionees who own stock possessing more than ten percent of the total combined voting power of all classes of stock of the Corporation or of any parent or subsidiary corporation, the Option price at the time the Option is granted must be at least 110 percent of the fair market value of the shares of Common Stock subject to the Option. The purchase price for nonqualified Options shall be set at the fair market value of the shares of Common Stock covered by the Option at the time of grant. Fair market value shall be determined for purposes of Section 4 by the Committee in good faith in accordance with all applicable requirements of the Code. 5. OPTIONS AND ELIGIBILITY OF OPTIONEES The Committee may, consistent with the purposes of the Plan, from time to time (a) grant Options to any or all salaried employees (including officers and employee directors) of the Corporation and any of its future subsidiaries as defined in applicable sections of the Code, and (b) grant nonqualified Options to persons who act as consultants (not including non-employee directors) to the Corporation but who are not employed by the Corporation. There shall be no limitation on the aggregate number of shares for which an Option or Options may be granted to any one individual; provided, however, that the aggregate fair market value (determined at the time the Option is granted) of the shares with respect to which Incentive Stock Options are exercisable for the first time during any calendar year (under all such plans of the Corporation and any parent or subsidiary corporation) shall not exceed $100,000 (the "Qualifying Limit"). Incentive Stock Options may not be granted under the Plan after the expiration date of the Plan as set forth in Section 13. Notwithstanding the above and in order that the Corporation retains the flexibility to provide additional inducement to key personnel, the aggregate fair market value of shares of which any individual may be granted Options that first become exercisable in any calendar year may exceed the Qualifying Limit; provided, however, that the Options granted in excess of the Qualifying Limit shall not be treated as "Incentive Stock Options." Employees may receive more than one Option under the Plan. The Committee, at the time of each grant under this Plan, shall specify whether such grant is intended to qualify as an Incentive Stock Option or constitute a non-qualified Option.

The Board of Directors, without further approval of the shareholders, may substitute new Options for prior options of a constituent corporation or assume the prior options of a constituent corporation. For the purposes of this Section 5, a constituent corporation shall include any corporation which has been merged into or consolidated with the Corporation or one or more subsidiaries of the Corporation, or whose assets or stock has been acquired by or liquidated into the Corporation, or by or into any one or more subsidiaries of the Corporation, or any parent or any subsidiary of such corporation. Subject to the terms, provisions and conditions of the Plan, the Committee shall have exclusive jurisdiction (i) to select the persons to whom Options may be granted, (ii) to determine the number of shares subject to each Option, (iii) to determine the time or times when Options will be granted, (iv) to determine the Option price of the shares subject to each Option, which price in the case of Incentive Stock Options shall be not less than the minimum specified in Section 4 of the Plan, (v) to determine the time when each option may be exercised within the limits stated in the Plan, (vi) to prescribe the form, which shall be consistent with the Plan, of the instruments evidencing any Options granted under the Plan, and (vi) to take any other action or make any other determination under this Plan not expressly delegated to others by the Articles of Incorporation or Bylaws of the Corporation, or by this Plan, or by applicable law. The Committee's determination or interpretation of any matter within the Committee's jurisdiction under the Plan shall be conclusive, final and binding upon the Corporation, the optionees and all other interested persons. 6. RESTRICTIONS ON TRANSFERABILITY OF OPTIONS No Option granted under the Plan shall be transferable by the optionee unless the Committee, in its sole discretion, authorizes such transfer and such transfer is permitted by, or is not in violation of, the provisions of the Code and Rule 16b-3 (to the extent that such are applicable to the Option). Except as specifically authorized by the Committee, an Option shall be exercisable during the optionee's lifetime only by the optionee or, in the case of the optionee's legal disability, by the optionee's guardian or legal representative. 7. EXERCISE OF OPTIONS; REPLACEMENT OPTIONS Each Option granted under the Plan shall expire not later than ten years from the date the Option was granted. The Committee may, in its discretion, prescribe a shorter period for the expiration of any Option or Options.

Subject to the provisions of this Section 7 and of Section 8 hereof, each Option may be exercised in whole or from time to time in part with respect to the number of shares as to which it is then exercisable in accordance with the terms of the Plan and the determinations of the Committee. Except as otherwise provided in Section 8 hereof, no Option that is intended to qualify as an Incentive Stock Option may be exercised unless the optionee shall have been in the employ of the Corporation or one of its subsidiaries at all times during the period beginning with the date of grant of such Option and ending on the date three (3) months prior to the date of exercise of such Option. The Committee may impose additional conditions upon the right of an optionee to exercise any Option granted hereunder that are not inconsistent with the terms of the Plan or, in the case of an Option intended to qualify as an Incentive Stock Option, with the requirements for qualification as an Incentive Stock Option under Section 422 of the Code. A person exercising an Option shall give written notice to the Corporation of such exercise and the number of shares the optionee has elected to purchase and shall at the time of purchase tender an amount in cash, in shares of Common Stock of the Corporation owned by such person, or in any combination of cash and such shares of Common Stock, equal in value to the purchase price of the shares the optionee has elected to purchase. Until the purchaser has made such payment and has been issued a certificate or certificates for the shares so purchased, the optionee shall possess no shareholder rights with respect to any such share or shares. In the event that an optionee tenders shares of Common Stock owned by such optionee in payment (in whole or in part) of the purchase price of shares that the optionee has elected to purchase under an Option, the Corporation shall be obligated to use its best efforts to issue to such optionee a replacement option of the same type (Incentive Stock Option or nonqualified Option) (a "Replacement Option") as the Option exercised (the "Exercised Option") and with the same expiration date as the Exercised Option. Such Replacement Option shall entitle the optionee to purchase a number of shares equal to the number of shares tendered to the Corporation to purchase shares under the Exercised Option, and shall specify an exercise price equal to the fair market value of the shares of Common Stock on the date of exercise of the Exercised Option. Such Replacement Option shall not be exercisable during the twelve months following the date of exercise of the Exercised Option and shall be cancelled if, during such period, the optionee sells any shares of Common Stock of the Company other than in payment of the exercise price of another Option under the Plan, or pursuant to a corporate transaction in which all holders of shares of Common Stock are obligated to sell or otherwise dispose of their shares. Replacement Options shall be issuable upon exercise of other Replacement Options granted under this paragraph if all conditions for such issuance are satisfied.

8. TERMINATION OF EMPLOYMENT (a) Termination Other Than for Disability, Retirement or Upon Death. In the event that any optionee's employment by the Corporation and its subsidiaries shall terminate for any reason, other than permanent and total disability as such term is defined in Section 22(e)(3) of the Code ("Permanent and Total Disability"), retirement or death, all of such optionee's Options (regardless of whether they are intended to be Incentive Stock Options), and all of such optionee's rights to purchase or receive shares of Common Stock pursuant thereto, as the case may be, may be exercised, to the extent that the Optionee was entitled to exercise such Options at the date of such termination of employment, by the optionee until the earlier of (i) the respective expiration dates of such Options or (ii) (x) if the Option is an Incentive Stock Option, on the date that is three (3) months after the date of such termination of employment or (y) if the Option is a nonqualified Option, on the date that is one (1) year after the date of such termination of employment. If, however, an optionee's employment is terminated for cause, the provisions of the preceding sentence shall not apply and any Option held by such optionee will terminate automatically upon the termination of the optionee's employment. Options granted under the Plan shall not be affected by any change in service or employment so long as the optionee continues to be employed by or in the service of the Corporation or any of its subsidiaries, or a corporation (or a parent or subsidiary of such corporation) issuing or assuming an Option in a transaction in accordance with applicable Code requirements. (b) Disability. In the event that any optionee's employment shall terminate as a result of the Permanent and Total Disability of such optionee, such optionee (or the optionee's guardian or legal representative), may exercise, to the extent that the optionee was entitled to exercise any such Options at the date of such termination of employment, any Options granted to the optionee pursuant to the Plan at any time prior to the earlier of (i) the respective expiration dates of any such Options or (ii) (x) if the Option is an Incentive Stock Option, on the date that is one year after the date of such termination of employment or (y) if the Option is a nonqualified Option, on the date that is three (3) years after the date of such termination of employment. (c) Death. In the event that any optionee's employment shall terminate as a result of the death of the optionee, any Options granted to any such optionee, may be exercised, to the extent that the optionee was entitled to exercise any such Options at the date of death, by the person or persons to whom the optionee's rights under any such Options pass by will or by the laws of descent and distribution (including the optionee's estate during the period of administration) at any time prior to the earlier of (i) the respective expiration dates of any such Options or (ii) the date which is three (3) years after date of death of such optionee. (d) Retirement. In the event that any optionee's employment terminates as a result of the optionee's retirement on or after attaining the age of 62 and after the optionee has been employed by the Corporation for at least three (3) years, such optionee (or the optionee's guardian or legal representative), may exercise, to the extent that the optionee was entitled to exercise any such Option at the date of such termination of employment, any Options granted to the optionee pursuant to the Plan at any time prior to the earlier of (i) the respective expiration dates of any such Options or (ii) the date which is three (3) years after the date of such termination of employment. In the event that an optionee's employment terminates as a result of the optionee's retirement and such optionee has not been employed by the Corporation for at least three (3) years at the time of such retirement, then, on the date of such optionee's retirement, all of such optionee's Options and rights to purchase or receive shares of Common Stock pursuant thereto shall terminate. (e) Nonqualified Options. Notwithstanding the above provisions of this Section 8, the Committee in its sole discretion may extend the termination date of any nonqualified Option to a date not later than the scheduled expiration date of the nonqualified Option. (f) Termination of Options. To the extent that any Option granted under the Plan to any optionee whose employment by the Corporation terminates shall not have been exercised within the applicable period set forth in this Section 8, as it may be extended by the Committee hereunder, any such Option, and all rights to purchase shares pursuant thereto, shall terminate on the last date of the applicable period. 9. EFFECT OF CORPORATE REORGANIZATIONS Upon the dissolution or liquidation of the Corporation, or upon a reorganization, merger or consolidation of the Corporation as a result of which the outstanding securities of the class then subject to Options hereunder are changed into or exchanged for cash or property or securities not of the Corporation's issue, or upon a sale of

substantially all the property of the Corporation to another corporation or person, the Plan shall terminate, unless provision shall be made in writing in connection with such transaction for the continuance of the Plan and/or for the assumption of Options theretofore granted, or the substitution for such Options of options covering the stock of a successor employer corporation, or a parent or a subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices, in which event the Plan and Options theretofore granted shall continue in the manner and under the terms so provided. If the Plan and unexercised Options shall terminate pursuant to the foregoing sentence, all persons entitled to exercise any unexercised portions

of Options then outstanding shall have the right, at such time prior to the consummation of the transaction causing such termination as the Corporation shall designate, to exercise the unexercised portions of their Options, including the portions thereof which would, but for this Section 9, not yet be exercisable. 10. OTHER EMPLOYEE STOCK BENEFIT PLANS The Corporation reserves the right, in the discretion of its Board of Directors, to establish other plans during the term of this Plan under which employees and others providing services to the Corporation and its subsidiaries (including officers and Directors thereof) may be entitled (in addition to their rights under Options granted under this Plan) to receive or purchase shares of the Corporation's capital stock or other securities, or cash amounts determined in relation to the earnings, dividends, net worth or market appreciation of shares of the Corporation's capital stock or other securities, including, but not limited to, restricted stock, stock appreciation rights, stock bonuses, book value stock, and the like. 11. AMENDMENTS TO PLAN The Committee may from time to time prescribe, amend and rescind rules and regulations relating to the Plan and, subject to the approval of the Board of Directors of the Corporation, may at any time terminate, modify or suspend the operation of the Plan, provided that no such modification shall be effected without approval of the shareholders if such modification would cause the Plan to no longer to comply with Rule 16b-3 or any successor rule or other regulatory or legal requirements. 12. MISCELLANEOUS (a) Compliance with Law. (i) The Corporation shall not be required to sell or issue any shares under any Option if the issuance of such shares shall constitute or result in a violation by the optionee or the Corporation of any provisions of any law, statute or regulation of any governmental authority. Without limiting the generality of the foregoing, in connection with the Securities Act of 1933 (the "Securities Act"), upon exercise of any Option, the Corporation shall not be required to issue shares unless the Committee has received evidence satisfactory to it to the effect that registration under the Securities Act and applicable state securities laws is not required or that such registration is effective. Any determination in this connection by the Committee shall be final, binding and conclusive. If shares are issued under any Option without registration under the Securities Act or applicable state securities laws, the Optionee may be required to

accept the shares subject to such restrictions on transferability as may in the reasonable judgment of the Committee be required to comply with exemptions from registration under such laws. The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act or applicable state securities laws. The Corporation shall not be obligated to take any other affirmative action in order to cause the exercise of an option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. (ii) With respect to persons subject to Section 16 of the Securities Exchange Act of 1934 (the "1934 Act"), transactions under this Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the 1934 Act. To the extent any provision of the Plan or action by the Committee fails to so comply, it shall be deemed null and void to the extent permitted by law and deemed advisable by the Committee. (b) Vesting. The Committee, in its sole discretion, shall determine the conditions, if any, for the vesting of rights in Options granted pursuant to the Plan. (c) Tenure. Nothing in the Plan or in any Option granted hereunder or in any agreement relating thereto shall confer upon any officer or employee the right to continue in such position with the Corporation or any subsidiary thereof. (d) Withholding Taxes. Where an optionee is entitled to receive shares pursuant to the exercise of an Option pursuant to the Plan, the Corporation shall have the right to require the optionee to pay the Corporation the amount of any taxes which the Corporation is required to withhold with respect to such shares, or, in lieu thereof, to retain, or sell without notice, a number of such shares sufficient to cover the amount required to be withheld. (e) Singular, Plural; Gender. Whenever used herein, nouns in the singular shall include the plural, and the feminine pronoun shall include the masculine gender. (f) Headings, Etc., No Part of the Plan. Headings of sections and paragraphs hereof are inserted for convenience of reference; they constitute no part of the Plan. (g) Governing Law. The Plan shall be governed by and construed in accordance with the laws of the State of Indiana except to the extent that Federal law shall be deemed to apply.

13. EFFECTIVE DATE The Plan shall become effective on the date of adoption by the Board of Directors and the Shareholders (the "Effective Date"). The Plan shall expire ten years from the date of adoption of this Plan, after which no Options may be granted under the Plan.

EXHIBIT 10.2 HEARTLAND BANCSHARES, INC. 1997 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS SECTION 1. PURPOSE The purpose of this Heartland Bancshares, Inc. 1997 Stock Option Plan for Nonemployee Directors ("Plan") is to increase the proprietary interest of those members of the Board of Directors who are not employees of the Corporation or its affiliates ("Nonemployee Directors") in the success of Heartland Bancshares, Inc. (the "Corporation") and to enhance the Corporation's ability to retain and attract experienced and knowledgeable directors. SECTION 2. STOCK SUBJECT TO THIS PLAN The Stock to be issued under this Plan shall be shares of common stock of the Corporation (the "Common Stock"). The Common Stock shall be made available from authorized but unissued shares (including shares acquired in the open market). The total number of shares of Common Stock that may be issued under this Plan pursuant to Options granted hereunder shall be 40,000. Such number of shares shall be subject to adjustment in accordance with Section 9 hereof. Common Stock subject to any unexercised portion of an Option which expires, is cancelled, or is terminated for any reason, may again be subject to the grant of Options under this Plan. SECTION 3. ADMINISTRATION This Plan shall be administered by a committee appointed by the Board of Directors (the "Committee"), consisting of two or more members, each of whom shall qualify at all times as a "Non-Employee Director" within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, or any successor rule ("Rule 16b-3"). The amount, nature, and timing of Options shall be automatic, as described in Section 5, and not subject to the determination of the Committee. The Committee may, subject to the provisions of this Plan, establish such rules and regulations as it deems necessary or advisable for the proper administration of this Plan, and may make determinations and may take such other action in connection with or in relation to this Plan as it deems necessary or advisable. Each determination or other action made or taken by the Committee pursuant to this Plan, including interpretations of this Plan, shall be final and conclusive for all purposes and upon all persons, including, but without limitation, the Corporation and its subsidiaries, the Board of Directors, the affected Nonemployee Directors, and their respective successors in interest.

SECTION 4. ELIGIBILITY Each Nonemployee Director is eligible to participate in this Plan. Options shall be automatically granted to Nonemployee Directors as provided for herein. SECTION 5. GRANT AND EXERCISE OF OPTION (a) Automatic Option Grants. Effective as of the close of business on the day immediately preceding the date of the final Prospectus for the initial public offering of Common Stock, each Nonemployee Director shall be granted one Option to purchase 4,000 shares of Common Stock at the price of $10.00 per share, which the Board has determined to be not less than the fair market value as of the date of the adoption of this Plan and which the Board has determined will, by definition, be not less than the fair market value as of the effective date of grant of the Options. Nonemployee Directors who are appointed or elected after the date of the Prospectus, shall receive an Option for a lesser number of shares, the number of which will depend on which annual meeting is the first annual meeting occurring concurrently with, or after, he or she becomes a Nonemployee Director, as set forth in the table below:
The Nonemployee Director's Option will be for the Following Number of Shares: --------------------------3,000 2,000 1,000

If the Nonemployee Director's First Annual Meeting is the: ----------------------------1998 Annual Meeting 1999 Annual Meeting 2000 Annual Meeting

(b) Schedule Under Which Options Become Fully Exercisable. Each Option granted under the Plan shall be immediately exercisable for 1,000 shares of Common Stock. Each Option will become exercisable for an additional 1,000 shares of Common Stock as of the date of each successive Annual Meeting, until it is exercisable in full. (c) Option Price. The Option price of each share of Common Stock purchasable under an Option shall be the Fair Market Value per Share on the date of grant. "Fair Market Value per Share" on a particular date shall mean (i) if the common stock is quoted on the OTC Bulletin Board (the "Bulletin Board"), the mean between the closing high bid and low asked quotations for such day (or, in the event that the common stock was not quoted on such day, the most recent preceding business day on which the common stock was quoted) of the common stock on the Bulletin Board, (ii) if the common stock is quoted on The

Nasdaq Stock Market ("Nasdaq"), the mean between the closing high bid and low asked quotations for such day of the common stock on Nasdaq, or (iii) if neither clause (i) nor (ii) is applicable, a value determined by any fair and reasonable means prescribed by the Committee. (d) Option Agreement. Each Option granted under this Plan shall be evidenced by a stock option agreement ("Stock Option Agreement") that is duly executed on behalf of the Corporation and by the Nonemployee Director to whom the Option is granted. Each Stock Option Agreement shall be subject to the terms and conditions of this Plan and in such form, not inconsistent with this Plan, as the Board of Directors or the Committee shall from time to time approve. Appropriate officers of the Corporation are hereby authorized to execute and deliver Stock Option Agreements on behalf of the Corporation. (e) Manner of Exercise. Any Option (subject to Section 5(b)) may be exercised from time to time, in whole, or in part, by giving written notice to the Corporation, signed by the person exercising the Option, stating the number of shares of Common Stock with respect to which the Option is being exercised, accompanied by payment of the full consideration for the shares as to which the Option is being exercised, in one or a combination of the following alternative forms: (i) cash, or (ii) shares of Common Stock already owned by the person exercising the Option, valued at the Fair Market Value per Share of Common Stock on the date of exercise. (f) Expiration of Options. The unexercised portion of each Option shall automatically and without notice expire and become null and void at the time of the earliest to occur of the following: (i) the expiration of ten years from the date the Option was granted; (ii) the expiration of three months after the person granted an Option under this Plan (an "Optionee") ceases to be a Nonemployee Director, other than by reason of permanent disability (as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code")), death, or for cause; (iii) the expiration of one year following the death or permanent disability (as defined in Section 22(e)(3) of the Internal Revenue Code) of the Optionee; or (iv) the termination of the Optionee's service as a Nonemployee Director, if such termination is for cause (the Committee or the Board of Directors shall have the right to determine what constitutes cause, and such determination shall be conclusive and binding for all purposes).

(g) Options are Nonqualified. Each Option granted under this Plan shall be a nonqualified stock option which does not qualify as an incentive stock option within the meaning of Section 422 of the Internal Revenue Code. SECTION 6. TRANSFERABILITY OF OPTIONS No Option granted under the Plan shall be transferable by the optionee unless the Committee, in its sole discretion, authorizes such transfer and such transfer is permitted by, or is not in violation of, the provisions of the Code and Rule 16b-3 (to the extent that such are applicable to the Option). Except as specifically authorized by the Committee, an Option shall be exercisable during the optionee's lifetime only by the optionee or, in the case of the optionee's legal disability, by the optionee's guardian or legal representative. SECTION 7. NO RIGHT TO CONTINUE AS DIRECTOR Neither this Plan nor the granting of an Option, nor any other action taken pursuant to this Plan shall constitute or be evidence of any agreement or understanding, express or implied, that the Board of Directors will nominate any director for re-election, or that the Corporation will retain a director for any period of time, or at any particular rate of compensation. SECTION 8. RIGHTS AS A SHAREHOLDER An Optionee or a transferee of an Option pursuant shall have no rights as a Shareholder with respect to any Common Stock that is the subject of either an unexercised or exercised Option until the Optionee or such transferee shall have become the holder of record of such Common Stock, and no adjustments shall be made for dividends in cash or other property or other distributions or rights in respect of such Common Stock for which the record date is prior to the date on which the Optionee or such transferee shall have in fact become the holder of record of the Common Stock acquired pursuant to the Option.

SECTION 9. ADJUSTMENT IN THE NUMBER OF SHARES AND IN OPTION PRICE In the event there is any change in the number of shares of Common Stock through the declaration of stock dividends or stock splits or through recapitalization or merger or consolidation or combination of shares or otherwise, the Committee or the Board of Directors shall make such adjustment, if any, as it may deem appropriate in the number of shares of Common Stock available for Options as well as the number of shares of Common Stock subject to any outstanding Options, the option price thereof and any other terms it deems appropriate. Any such adjustment may provide for the elimination of any fractional shares which might otherwise become subject to any Option without payment therefor. The grant of Options under this Plan shall not affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets. SECTION 10. USE OF PROCEEDS The cash proceeds received by the Corporation from the issuance of shares pursuant to Options under this Plan shall be used for general corporate purposes. SECTION 11. TAX WITHHOLDING The delivery of any shares of Common Stock under the Plan shall be for the account of the Company and any such delivery or distribution shall not be made until the recipient shall have made satisfactory arrangements for the payment of any applicable withholding taxes. SECTION 12. EFFECTIVE DATE AND TERM OF THIS PLAN (a) This Plan shall become effective on the date of adoption by the Board of Directors (the "Effective Date"). (b) Unless previously terminated in accordance with Section 13 of this Plan, this Plan shall terminate at the close of business on the date that is five years subsequent to the date of the Effective Date, after which no Options shall be granted under this Plan. Such termination shall not affect any Options granted prior to such termination.

SECTION 13. AMENDMENT, SUSPENSION OR TERMINATION OF THIS PLAN The Board of Directors may, from time to time, terminate or suspend this Plan, in whole or in part, or amend this Plan from time to time, including the adoption of amendments deemed necessary or desirable to qualify the Options under rules and regulations promulgated by the Securities and Exchange Commission with respect to directors who are subject to the provisions of Section 16 of the Securities Exchange Act of 1934 (the "Act"), or to correct any defect or supply any omission or reconcile any inconsistency in this Plan or in any Option granted hereunder, without the approval of the Shareholders of the Corporation; except that no such action may be taken which would (i) cause this Plan not to satisfy all applicable requirements of Rule 16b-3, or (ii) impair the rights of any Optionee under any Option previously granted under this Plan without the Optionee's consent. SECTION 14. LIMITATION ON ISSUE OR TRANSFER OF SHARES Notwithstanding any provisions of this Plan or the terms of any Option, the Corporation shall not be required to issue any shares of Common Stock or transfer on its books and records any shares of Common Stock if such issue or transfer would, in the judgment of the Committee or of counsel for the Corporation, constitute a violation of any state or Federal law, or of the rules or regulations of any governmental regulatory body, or any securities exchange or automated dealer quotation system. An Optionee desiring to exercise an Option may be required by the Corporation, as a condition of the effectiveness of any exercise of an Option, to agree in writing that all securities to be acquired pursuant to such exercise shall be held for his or her account without a view to any further distribution thereof, that the certificates for such shares shall bear an appropriate legend to that effect, and that such shares will not be transferred or disposed of except in compliance with applicable federal and state securities laws.

SECTION 15. EFFECT OF CORPORATE REORGANIZATIONS Upon the dissolution or liquidation of the Corporation, or upon a reorganization, merger or consolidation of the Corporation as a result of which the outstanding securities of the class then subject to Options hereunder are changed into or exchanged for cash or property or securities not of the Corporation's issue, or upon a sale of substantially all the property of the Corporation to another corporation or person, the Plan shall terminate, unless provision shall be made in writing in connection with such transaction for the continuance of the Plan and/or for the assumption of Options theretofore granted, or the substitution for such Options of options covering the stock of a successor employer corporation, or a parent or a subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices, in which event the Plan and Options theretofore granted shall continue in the manner and under the terms so provided. If the Plan and unexercised Options shall terminate pursuant to the foregoing sentence, all persons entitled to exercise any unexercised portions of Options then outstanding shall have the right, at such time prior to the consummation of the transaction causing such termination as the Corporation shall designate, to exercise the unexercised portions of their Options, including the portions thereof which would, but for this Section 15, not yet be exercisable. SECTION 16. NO SEGREGATION OF CASH OR SHARES The Corporation shall not be required to segregate any shares of Common Stock that may at any time be represented by Options, and the Plan shall constitute an "unfunded" plan of the Corporation. No employee shall have rights with respect to shares of Common Stock prior to the delivery of such shares. The Corporation shall not, by any provisions of the Plan, be deemed to be a trustee of any Common Stock or any other property and the liabilities of the Corporation to any employee pursuant to the Plan shall be those of a debtor pursuant to such contract obligations as are created by or pursuant to the Plan, and the rights of any employee, former employee or beneficiary under the Plan shall be limited to those of a general creditor of the Corporation. SECTION 17. DELIVERY OF SHARES No shares shall be delivered pursuant to any exercise of an Option under the Plan unless the requirements of such laws and regulations as may be deemed by the Committee to be applicable thereto are satisfied. All certificates for shares of Common Stock delivered under the Plan shall be subject to such stock-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of the

Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable Federal or state securities law, and the committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. SECTION 18. GOVERNING LAW This Plan and all determinations made and actions taken pursuant thereto shall be governed by the laws of the State of Indiana and construed in accordance therewith. SECTION 19. SEVERABILITY If any provision of the Plan, or any term or condition of any Option granted thereunder, is invalid, such provision, term, condition or application shall to that extent be void (or, in the discretion of the Board of Directors, such provision, term or condition may be amended so as to avoid such invalidity or failure), and shall not affect other provisions, terms or conditions or applications thereof, and to this extent such provisions, terms and conditions are severable.

EXHIBIT 23.3 CONSENT OF INDEPENDENT AUDITORS Board of Directors Heartland Bancshares, Inc. We consent to the inclusion in Registration Statement Form SB-2 and Prospectus of Heartland Bancshares, Inc., relating to the issuance of securities for the initial public offering, of our Independent Auditor's Report, dated July 25, 1997, on the financial statements of Heartland Bancshares, Inc. for the period from May 27, 1997 (date of inception) to June 30, 1997, and we consent to the use of our name and the statements with respect to us appearing under the heading "Experts" in the Prospectus.
/s/ Crowe, Chizek and Company LLP Crowe, Chizek and Company LLP July 25, 1997 Indianapolis, Indiana

ARTICLE 9

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH INT BEARING DEPOSITS FED FUNDS SOLD TRADING ASSETS INVESTMENTS HELD FOR SALE INVESTMENTS CARRYING INVESTMENTS MARKET LOANS ALLOWANCE TOTAL ASSETS DEPOSITS SHORT TERM LIABILITIES OTHER LONG TERM PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITIES AND EQUITY INTEREST LOAN INTEREST INVEST INTEREST OTHER INTEREST TOTAL INTEREST DEPOSIT INTEREST EXPENSE INTEREST INCOME NET LOAN LOSSES SECURITIES GAINS EXPENSE OTHER INCOME PRETAX INCOME PRE EXTRAORDINARY EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED YIELD ACTUAL LOANS NON LOANS PAST LOANS TROUBLED LOANS PROBLEM ALLOWANCE OPEN CHARGE OFFS RECOVERIES ALLOWANCE CLOSE ALLOWANCE DOMESTIC ALLOWANCE FOREIGN ALLOWANCE UNALLOCATED

OTHER DEC 31 1997 JAN 01 1997 JUN 30 1997 10,214 0 0 0 0 0 0 0 0 89,095 0 0 97,220 0 0 0 10 0 89,095 0 0 0 0 0 431 (431) 0 0 7,704 (8,135) (8,135) 0 0 (8,135) (8,135) (8,135) 0 0 0 0 0 0 0 0 0 0 0 0