FIRST INDIANA CORPORATION
  LONG-TERM MANAGEMENT PERFORMANCE
           INCENTIVE PLAN



     The Board of Directors of First Indiana
Corporation (the "Corporation") has established the
following Long-Term Management Performance
Incentive Plan (the "Plan") for senior executive officers
of the Corporation and its wholly-owned subsidiary,
First Indiana Bank (the "Bank").  All capitalized terms
used in the Plan have the meanings given them in
Section 12 below


1. Purposes

     The purposes of the incentive plans of the
Corporation and the Bank are to attract, retain,
motivate and reward senior executive officers of the
highest caliber and quality by providing them with the
opportunity to earn incentive compensation directly
linked to the Corporation's performance.  The specific
purpose of this Plan is to provide long-term incentives
to Participants, based on the performance of the
Corporation over a three-year Performance Period.
The object of the Plan is to ensure that the management
of the Corporation is not so preoccupied meeting the
annual target requirements of the annual Management
Performance Incentive Plan ("MIP") that the
Corporation's long-term growth and prosperity are
jeopardized.  In addition, the Board is aware of the
many changes occurring in the financial services
industry and desires to keep its current management
team intact.


2.  Eligibility.

     Participation in the Plan is limited to senior
executive officers of the Corporation or the Bank who,
individually and as a management team, are in a
position to contribute materially to the long-term
success of the Corporation or the Bank.  No such
officer may participate for a given Participation Period
both as a Group A Participant and as a Group B
Participant.


3. Administration

          (a) Power and Authority of the
     Committee.  The Plan shall be administered by
     the Committee which shall have full power and
     authority, subject to the express provisions
     hereof,

               (i)  to select Participants from
          senior executive officers of the
          Corporation and the Subsidiaries;

               (ii)  to establish the Performance
          Goals for achievement during a
          Performance Period and to determine
          whether such Performance Goals have
          been achieved;


<PAGE> 1 (10K page 32)

               (iii)  to determine the cash
          amount or number of shares of Common
          Stock payable in connection with an
          award;

               (iv)  to prescribe, amend and
          rescind rules and procedures relating to
          the Plan;

               (v)  subject to the provisions of
          the Plan and subject to such additional
          limitations and restrictions as the
          Committee may impose, to delegate to
          one or more officers of the Corporation
          or the Bank some or all of its authority
          under the Plan;

               (vi)  to employ such legal
          counsel, independent auditors and
          consultants as it deems desirable for the
          administration of the Plan and to rely
          upon any opinion or computation
          received therefrom; and

               (vii)  to make all other
          determinations and to formulate such
          procedures as may be necessary or
          advisable for the administration of the
          Plan.

          (b)  Plan Construction and
     Interpretation. The Committee shall have full
     power and authority, subject to the express
     provisions hereof, to construe and interpret the
     Plan.

          (c)  Liability of Committee. No member
     of the Committee shall be liable for any action
     or determination made in good faith, and the
     members of the Committee shall be entitled to
     indemnification and reimbursement in the
     manner provided in the Corporation's articles of
     incorporation and bylaws as amended from time
     to time.  In the performance of its
     responsibilities with respect to the Plan, the
     Committee shall be entitled to rely upon
     information and advice furnished by the
     Corporation's officers, the Corporation's
     accountants, the Corporation's counsel and any
     other party the Committee deems necessary,
     and no member of the Committee shall be liable
     for any action taken or not taken in reliance
     upon any such advice.


4.  Performance Goals

          (a) Except as provided in Section 5(f)
     below regarding additional awards to Group A
     Participants, compensation under the Plan shall
     be paid solely on account of the attainment
     during the applicable Performance Period of one
     or more preestablished, objective Performance
     Goals.  Such Performance Goals may relate to
     the Participant or a particular group of
     Participants, to the Corporation or the Bank, or
     to the Corporation and its Subsidiaries as a
     whole.  The criteria with respect to which the
     Committee may establish Performance Goals
     include, without limitation, Net Income, Net
     Income Growth Rate, Return on Equity, Fair
     Market Value of Common Stock, economic
     value added,

<PAGE> 2 (10K page 33)

     level of non-performing loans,
     expense management, deposits, loan
     originations, market share, industry leadership
     and organizational development.

          (b)  The Committee may establish a
     Performance Goal with various levels of
     performance, in which case the lowest level (the
     "Base Level") shall be the level which must be
     attained in order for any shares or incentive
     amount to be earned and the highest or second
     highest level (the "Target Level") shall be the
     level which must be attained in order for the full
     number of shares or incentive amount to be
     earned.  In the case of Group A Participants,
     the Committee may provide for an "Extra
     Achievement Level," this being a level higher
     than the Target Level and being the level which
     must be attained in order for the Committee to
     consider an ward of extra shares.  All
     Performance Goals and all levels of attainment
     thereof must be substantially uncertain as to
     outcome when established by the Committee.

          (c)  The Committee shall review the
     Performance Goals at least annually during the
     course of a Performance Period.  If it
     determines, based on actual results achieved by
     peer group institutions during the portion of a
     Performance Period preceding its review, that
     the economic environment in which the
     Corporation and the Bank are operating is such
     that the Performance Goals previously
     established for such Performance Period or
     portion thereof are too high or too low, the
     Committee shall adjust the Performance Goals
     accordingly; provided, however, that any such
     adjustment shall be reported promptly to
     Participants and shall be made far enough
     before the end of the Performance Period, and
     at a such level, that attainment of the
     Performance Goal, as adjusted, is substantially
     uncertain as to outcome at the time of such
     announcement.

          (d)  The Committee may establish a
     year-by-year schedule for the attainment of a
     Performance Goal.  For example, it may
     determine that ROE must be 10% for the first
     year of a Performance Period, 10.5% for the
     second year and 11% for the third year.  In such
     a case, it shall adjust the percentages for all
     three years after the end of the first year and
     adjust the percentages for the second and third
     years after the second year, if, with respect to
     each such annual adjustment, it determines,
     based on its annual review of actual results
     achieved by peer group institutions for the prior
     year, that the economic environment in which
     the Corporation and the Bank are operating is
     such that the percentages previously set are too
     high or too low and that the adjustment is
     needed in order for the original intent of the
     Committee to be carried out.  Normally, if the
     percentage established for first or second year,
     adjusted in accordance with the preceding
     sentence, is not attained, the shares and
     incentive amounts associated with the particular
     Performance Goal shall be forfeited, even
     though the percentage for one or both other
     years of the Performance Period are attained.
     However, the Committee in its discretion may
     reduce the percentage for the first year to match
     actual results and make a proportionate increase
     in the percentages for the second and third
     years, or reduce the percentage for the second
     year to match actual results and make a
     proportionate increase in the percentage for the
     third year, to give Participants an opportunity to make up for a

<PAGE> 3 (10k page 34)

     failure to attain in the first or
     second year or both by exceeding the original
     percentages, as previously adjusted, for the
     second and third years, in the case of an
     adjustment for the first year, or for the third
     year, in the case of an adjustment for the second
     year.  All adjustments under this paragraph shall
     be reported promptly to Participants and shall
     be made far enough before the end of the
     Performance Period, and at such a level, that
     attainment of the Performance Goal, as
     adjusted, is substantially uncertain as to
     outcome at the time of the announcement.

          (e)  In determining the extent to which a
     Performance Goal has been attained during the
     Performance Period or any portion thereof, the
     Committee shall adjust the actual results for
     such Performance Period or portion to eliminate
     the impact thereon of items that were not
     considered by the Committee in establishing
     such Performance Goal and that are deemed by
     the Committee to be extraordinary.

          (f) If a major change in the business of
     the Corporation or the Bank occurs during a
     Performance Period, and if the Committee
     determines that because of such change the
     Performance Goals initially established for such
     Performance Period are no longer appropriate,
     or can no longer be measured objectively on the
     basis of readily available financial data, the
     Committee may change such Performance
     Goals in such a manner as it deems appropriate;
     provided, however, that any such changes shall
     be reported promptly to Participants and shall
     be made far enough before the end of the
     Performance Period, and shall be of such a
     nature, that attainment of the Performance
     Goals, as changed, is substantially uncertain as
     to outcome at the time of the announcement.


5.  Awards to Group A Participants

          (a)  Performance Goals. The Committee
     shall determine in its sole discretion whether any
     senior executive officer of the Corporation or
     the Bank will have the opportunity to earn
     incentive compensation under the Plan as a
     Group A Participant during a Performance
     Period.  If the Committee decides to offer such
     opportunity to one or more such senior
     executive officers, then no later than 90 days
     after the beginning of such Performance Period
     [or such other time as may be required or
     permitted under Section 162(m) of the Code],
     the Committee shall (i) designate each Group A
     Participant for such Performance Period, (ii)
     establish the number of shares of Common
     Stock which may be earned by each of such
     Group A Participants for such Performance
     Period, and (iii) establish for each of such
     Group A Participants the Performance Goals
     which must be attained in order for his or her
     shares to be earned.  If two or more
     Performance Goals are specified, the Committee
     may assign a portion of the shares to each and
     provide that the portion assigned to a
     Performance Goal that is attained will be earned
     even though one or more other Performance
     Goals are not attained.  Alternatively, the
     Committee may provide that all of the
     Performance Goals must be attained in order for
     any of the shares to

<PAGE> 4 (10k page 35)

     be earned or that all of the
     shares will be earned so long as a specified
     number of the Performance Goals are attained.

          (b)  Maximum Limitation.  Anything in
     this Plan to the contrary notwithstanding, the
     maximum number of shares of Common Stock
     that may be earned under the Plan by any one
     Group A Participant during any one
     Performance Period shall be such number of
     shares as shall have an aggregate Fair Market
     Value at the beginning of such Performance
     Period of $1 million, rounded down the nearest
     whole number of shares.

          (c)  Following the completion of each
     Performance Period, the Committee shall certify
     in writing whether the applicable Performance
     Goals have been achieved for such Performance
     Period and the number of shares of Common
     Stock, if any, earned by each Group A
     Participant for such Performance Period.  If the
     Committee determines, based upon factors that
     it deems relevant to the assessment of the
     Participant's or the Corporation's performance
     for the Performance Period, that vesting of all
     shares subject to a Group A Participant's award
     would be inconsistent with the intent and
     expectations of the Committee at the time the
     award was made, it may reduce the number of
     shares as to which such Participant becomes
     vested by reason of such Performance Goals
     having been achieved; provided, however, that
     no such reduction shall be made unless at least
     one member of the Committee participating in
     such action was a member of the Committee
     when such award was made.

          (d)  Awards to Group A Participants
     will be made in the form of restricted stock
     grants under the Stock Option Plan.  The
     restricted stock agreement covering the grant (i)
     shall be for the total number of shares which
     may be earned (subject to adjustment in
     accordance with the Stock Option Plan in the
     event of certain changes in the Corporation's
     capitalization), (ii) shall provide for a restricted
     period which is the same as the Performance
     Period during which the shares may be earned,
     (iii) shall set forth or incorporate by reference
     the Performance Goals which must be attained
     in order for the shares subject thereto to be
     earned (not forfeited) and (iv) shall provide that
     the shares subject thereto shall not be deemed
     earned until the Committee certifies pursuant to
     subsection (c) above that such Performance
     Goals were attained.  Awards to Group A
     Participants shall be subject not only to the
     terms and conditions of this Plan but also to the
     terms and conditions of the Stock Option Plan
     and the restricted stock agreements issued
     pursuant thereto.  Accordingly, such awards
     and determinations regarding the extent such
     awards are earned shall require action by the
     committee administering the Stock Option Plan
     as well as action by the Committee
     administering this Plan.

          (e)  In the event of a merger,
     consolidation or combination of the
     Corporation (other than a merger, consolidation
     or combination in which the Corporation is the
     continuing entity and which does not result in
     the outstanding shares of Common Stock being
     converted into or exchanged for different
     securities, cash or other property, or any
     combination thereof), any award then
     outstanding to a Group A Participant thereafter shall

<PAGE> 5 (10k page 36)

     relate to the securities, cash or other
     property received in exchange for the shares of
     Common Stock covered by the award.
     Dividends and interest received on such
     securities, cash or other property shall be
     payable to the Participant when and as they are
     received, to the same extent as dividends on
     such shares of Common Stock would have been
     payable to the Participant under the terms of the
     Stock Option Plan and restricted stock
     agreement applicable to the award.  However,
     the securities, cash or other property received in
     exchange for such Common Stock shall remain
     subject to forfeiture, as provided in this Plan, or
     as provided in the Stock Option Plan or
     restricted stock agreement applicable to the
     award, to the same extent as such Common
     Stock would have been subject to forfeiture.

          (f)  If the Committee specifies an Extra
     Achievement Level with respect to a
     Performance Goal for a Performance Period,
     and if such Extra Achievement Level is
     achieved, then the Committee may distribute
     additional shares of Common Stock to one or
     more Group A Participants, not to exceed, in
     the case of any one Group A Participant, the
     excess of the maximum number of shares that
     could have been awarded to such Participant for
     such Performance Period pursuant to subsection
     5(b) above, over the number of shares actually
     awarded to and earned by such Participant, in
     each case adjusted for changes in the
     Corporation's capitalization in accordance with
     the Stock Option Plan.  Additional shares so
     distributed may be treasury shares or shares
     purchased on the open market and need not be
     shares issued under or subject to the Stock
     Option Plan.

          (g)  In connection with an award to a
     Group A Participant, the Committee may grant
     the Participant a tax gross-up right.  Such a
     right may be granted when the award is made or
     at any time thereafter and shall entitle the
     Participant to receive in cash an amount equal
     to the (i) the federal, state and local income
     taxes on ordinary income for which the
     Participant may be liable with respect to shares
     earned under the award, determined by
     assuming taxation at the highest marginal rate,
     plus (ii) an additional amount on a gross-up
     basis intended to make the Participant whole on
     an after-tax basis after discharging all of the
     Participant's income tax liabilities arising from
     payments under this subsection (g).  Such
     amount shall be payable by the 15th day of the
     fourth calendar month which begins after the
     end of the Performance Period for which the
     award is made, but not before the Committee
     makes its certification with respect thereto
     pursuant to subsection 4(c) above.
     Notwithstanding the foregoing, if a tax gross-up
     right is granted prior to the close of the
     Performance Period to which the right relates,
     and if the Committee thereafter determines,
     based upon factors that it deems relevant to the
     assessment of the Participant's or the
     Corporation's performance for such
     Performance Period, that payment of all of the
     amounts potentially payable under such right
     would be inconsistent with the intent and
     expectations of the Committee at the time the
     right was granted, it may reduce the aggregate
     of such amounts; provided, however, that no
     such reduction shall be made unless at least one
     member of the Committee participating in such
     action was a member of the Committee when
     such right was granted.

<PAGE> 6 (10k page 37)


6.  Awards to Group B Participants

          (a)  The Committee shall determine in its
     sole discretion whether any senior executive
     officer of the Corporation or the Bank will have
     the opportunity to earn incentive compensation
     under the Plan as a Group B Participant during
     a Performance Period.  If the Committee
     decides to offer such opportunity to one or
     more such senior executive officers, then no
     later than 90 days after the beginning of the
     Performance Period [or such other time as may
     be required or permitted under Section 162(m)
     of the Code], the Committee shall (i) designate
     each Group B Participant for such Performance
     Period, (ii) establish the aggregate of the
     incentive amounts (the "Pool") which may be
     earned by such Group B Participants for such
     Performance Period, and (iii) establish the
     Performance Goals which must be attained in
     order for the Pool to be earned.  If two or more
     Performance Goals are specified, the Committee
     may assign a portion of the Pool to each and
     provide that the portion assigned to a
     Performance Goal that is attained will be earned
     even though one or more other Performance
     Goals are not attained.  Alternatively, the
     Committee may provide that all of the
     Performance Goals must be attained in order for
     any of such Pool to be earned or that all of such
     Pool will be earned so long as a specified
     number of the Performance Goals are attained.

          (b)  The Pool which may be earned by
     Group B Participants during a Performance
     Period shall be expressed as a percentage of the
     average annual rate of base salary paid or
     accrued (or deemed to have been paid or
     accrued) to such Participants during the
     Performance Period [or during the portion of
     the Performance Period after they are
     designated as Group B Participants, in the case
     of Participants whose participation is pro-rated
     in accordance with subsection 6(c) below][or
     during the portion of the Performance Period
     preceding the applicable in the case of
     Participants electing (or deemed to have
     elected) to receive a Pro-Rata Award pursuant
     to subsection 8(b) below].  If a Group B
     Participant terminates employment prior to the
     end of the Performance Period otherwise than
     by reason of a qualifying circumstance as
     provided in Section 7, the Pool shall be reduced
     by the amount thereof attributable to the base
     salary paid or accrued to such Participant prior
     to such termination.  If a Group B Participant is
     employed under a written employment
     agreement and is terminated by the
     Corporation, the Bank or a Successor without
     cause, or quits for Good Reason (as defined in
     such employment agreement), upon or after the
     occurrence of a Change of Control, and prior to
     the end of the term of such employment
     agreement, such Participant shall be deemed to
     have received a base salary payment on the last
     day of his or her employment equal to the
     aggregate amount of base salary that would
     have been paid or accrued to such Participant,
     at his or her base salary then in effect, from that
     day until the earlier of the end of such
     Performance Period or the end of the term of
     such agreement, and the Pool shall be increased
     by the amount of such deemed payment.  Each
     Group B Participant's percentage share of the
     Pool shall be the portion thereof attributable to the base salary

<PAGE> 7 (10k page 38)

     paid or accrued (or deemed to
     have been paid or accrued) to such Participant
     during the Performance Period and included in
     the computation of the Pool.

          (c)  The Committee may designate
     additional Group B Participants for a
     Performance Period, provided such designation
     is made sooner than 16 months before the end
     of the Performance Period.  If a Group B
     Participant is designated more than one year
     after the beginning of the Performance Period,
     such participation shall be on a pro-rated basis,
     so that only the portion of his or her base salary
     paid or accrued after such designation is taken
     into account for purposes of determining the
     Pool and his or her percentage share of the
     Pool.

          (d)  Maximum Limitation.  Anything in
     this Plan to the contrary notwithstanding, the
     maximum incentive amount that may be earned
     under the Plan by any one Group B Participant
     during any one Performance Period shall be the
     lesser of $250,000 or 100% of the Participant's
     annual rate of base salary in effect at the
     beginning of the Performance Period.

          (e)  If the Committee determines that
     distribution of the Pool as previously
     constituted for a Performance Period would
     cause the consolidated per share Net Income of
     the Corporation and its Subsidiaries for one or
     more years of such Performance Period to fall
     substantially below historic levels, the
     Committee may reduce the aggregate of the
     incentive amounts which may be earned by
     Group B Participants during such Performance
     Period.  Any such reduction shall be expressed
     as a percentage of the average annual rate of
     base salary paid or accrued (or deemed to have
     been paid or accrued) to Group B Participants
     during such Performance Period and included in
     the computation of the Pool for such
     Performance Period as previously constituted.
     Accordingly, such a reduction will not operate
     by itself to reduce any Group B Participant's
     percentage share of the Pool.  The Committee
     may act with respect to such a reduction at any
     time prior to payment of such incentive
     amounts.  Notwithstanding the foregoing, no
     reduction under this subsection may be made
     after a Change of Control with respect to a
     Performance Period which commenced before
     such Change of Control.

          (f)  Following the completion of each
     Performance Period, the Committee shall certify
     in writing whether the applicable Performance
     Goals have been attained for such Performance
     Period and the incentive amounts, if any,
     payable to each Group B Participant for such
     Performance Period.  Subject to the maximum
     limitation provided in subsection 6(d) above,
     the Pool shall be allocated among Group B
     Participants in proportion to their respective
     percentage shares of the Pool.  However, if the
     Committee determines that a particular Group
     B Participant's contribution to the attainment of
     the Performance Goals for the Performance
     Period was less than that of Group B
     Participants generally, it may eliminate or
     reduce the allocation to such Participant.  Such
     elimination or reduction shall not have the effect
     of increasing the allocation to any other
     Participant; rather, it shall have the effect of
     reducing the distributable Pool. Notwithstanding the

<PAGE> 8 (10k page 39)

     foregoing, if a Change of
     Control occurs after the beginning of a
     Performance Period and prior to the close
     thereof, no such elimination or reduction shall
     be made, and any distribution of the Pool for
     such Performance Period shall be made strictly
     on the basis of percentage shares.

          (g)  Payment of incentive amounts to
     Group B Participants shall be as soon as
     practicable after the Committee makes the
     certification provided for in subsection 6(f)
     above.  The Committee in its sole discretion
     shall determine whether such incentive amounts
     shall be payable in cash, in the form of shares of
     Common Stock, or in any combination thereof.
     Settlement in the form of shares of Common
     Stock shall be based on the Fair Market Value
     of such shares as of the date the Committee
     makes the certification provided for in
     subsection 6(c) above.  Such shares may be
     treasury shares or shares purchased on the open
     market for such purpose.


7.  Termination of Employment

     If a Participant's employment with the
Corporation and its Subsidiaries terminates during a
Performance Period otherwise than by reason of a
qualifying circumstance, the Participant's participation
in the Plan shall terminate forthwith, and he or she shall
not be entitled to receive any portion of his award for
such Performance Period, except as provided in Section
8 below in the event of a Change of Control.  If a
Group A Participant's employment terminates during a
Performance Period by reason of a qualifying
circumstance, and if the Performance Goals for that
Performance Period ultimately are met, the Participant
shall receive his or her Pro-Rata Award for such
Performance Period [or his or her Full Share, to the
extent provided in subsection 8(c) below in the event of
a Change of Control].  A termination shall be deemed
to be by reason of a qualifying circumstance if (i) it
occurs due to the Participant's death or Disability, (ii) it
occurs after the Participant has attained age 62 and
completed five years of service, (iii) it occurs with the
consent of the Committee.  A Participant who transfers
to an becomes an employee of a Successor shall not be
deemed to have terminated employment unless and
until his or her employment with such Successor (and
the successors to such Successor) terminates.

8.  Provisions Applicable Upon Change of Control.

          (a) If substantially all of the assets and
     business of the Bank are acquired by a
     Successor upon or after a Change of Control,
     and if any awards under the Plan are then
     outstanding for a Performance Period then still
     open, then such Successor shall be required to
     assume the Plan and such awards, and all rights
     and obligations of the Corporation and the Bank
     thereunder, as to all Participants who become
     employees of such Successor or any affiliate
     thereof in connection with such acquisition.
     The Corporation and the Bank, in connection
     with any transaction or series of transactions by
     which a Successor acquires substantially all of
     the assets and business of the Bank (whether
     directly or indirectly, by purchase, merger, share
     exchange, consolidation or


<PAGE> 9 (10k page 40)

     otherwise), (i) shall
     advise such Successor of the existence of the
     Plan and of the terms of each award then
     outstanding under the Plan and (ii) shall require
     such Successor (A) to acknowledge that the
     Plan and all such awards are valid and
     enforceable against the Corporation and the
     Bank in accordance with their terms and the
     determinations of the Committee, (B) to assume
     the rights and obligations of the Corporation
     and the Bank with respect to the Plan and any
     such awards then outstanding to Participants
     who become employees of such Successor or
     any affiliate thereof, and (C) to agree to impose
     similar obligations upon any corporation or
     other entity acquiring such assets and business
     from such Successor or any subsequent
     Successor.

          (b)  If a Change of Control occurs after
     the beginning but not more than four months
     before the end of a Performance Period, a
     Participant may elect to receive his or her Pro-Rata
     Share for the portion of such Performance
     Period preceding the Effective Date of such
     Change of Control (which Pro-Rata Share then
     shall be payable regardless of whether the
     Performance Goals for such Performance
     Period ultimately are attained) in lieu of
     continuing his or her participation for the
     remainder of such Performance Period.  Such an
     election must be made in writing to the
     Committee before or within 30 days after the
     occurrence of such Change of Control and no
     later than four months before the end of such
     Performance Period.  Payment of a Participant's
     Pro-Rata Share pursuant to such an election
     shall be made before or within 15 days after the
     later of the occurrence of such Change of
     Control or the delivery of such writing.  If such
     an election is made, then the Participant shall
     forfeit the balance of his or her award for such
     Performance Period, regardless of whether the
     Performance Goals for such Performance
     Period ultimately are achieved, unless
     subsection 8(c) applies. [A Participant who
     terminates employment within 30 days after the
     occurrence of a Change of Control shall be
     deemed to have made and perfected an election
     under this subsection at the time of such
     termination of employment, if he or she did not
     actually do so earlier.]

          (c) If a Change of Control occurs after
     the beginning but before the end of a
     Performance Period, then a Participant shall be
     entitled to receive his or her Full Award for
     such Performance Period, regardless of whether
     the Performance Goals for such Performance
     Period ultimately are achieved, in each of the
     following events:

               (i)  Upon or after such Change
          of Control, and prior to the end of such
          Performance Period, a Successor
          acquires substantially all of the assets
          and business of the Bank (A) without
          assuming (directly or through an
          affiliate) such award and the Plan as to
          such Participant or (B) if a written
          employment agreement between such
          Participant and the Corporation or the
          Bank is in effect or becomes effective at
          the time of such Change of Control,
          without either (I) assuming or agreeing
          to honor such agreement for the balance
          of the term thereunder or (II) entering
          into a new written employment
          agreement with such Participant which
          amends or supersedes such agreement.


<PAGE> 10 (10k page 41)

               (ii)  Upon or after such Change
          of Control and prior to the end of such
          Performance Period, the Corporation,
          the Bank or a Successor terminates such
          Participant's employment without cause
          prior to the end of the term provided for
          in any written employment agreement
          between such Participant and the
          Corporation or the Bank that is in effect
          or becomes effective upon such Change
          of Control or in any new written
          agreement between such Participant and
          the Corporation, the Bank or a
          Successor which amends or supercedes
          any such agreement.

          (d)  If substantially all of the assets and
     business of the Bank are acquired by a
     Successor in a transaction or series of
     transactions that constitute or result in a Change
     of Control, it is contemplated that the
     Committee administering the Plan as to
     Participants who transfer to and become
     employees of such Successor or an affiliate
     thereof will be a Committee appointed by such
     Successor, and that such newly-appointed
     Committee will be able to avail itself of the
     authority granted under subsection 4(f) above
     to establish new Performance Goals that relate
     to the assets and business acquired from the
     Bank and to the role of such Participants in
     preserving and growing such assets and
     business.  Anything herein to the contrary
     notwithstanding, in the event of a Change of
     Control occurring after the beginning but before
     the end of a Performance Period, no changes
     shall be made pursuant to subsections 4(c), 4(d)
     or (4(e) above in the Performance Goals
     previously established for such Performance
     Period, and no new Performance Goals shall be
     established pursuant to subsection 4(f) for such
     Performance Period, either by the Committee
     appointed by the Corporation or by the
     Committee appointed by the Successor to the
     Bank's assets and business, unless such changed
     or new Performance Goals are at least as likely
     to be attained as the prior Performance Goals
     would have been had there been no change in
     the business of the Corporation or the Bank and
     no Change of Control.


9.  Effective Date

     The Plan shall become effective upon its
adoption by the Board and shall apply to all
Performance Periods commencing on or after January
1, 1997, subject to its approval by the stockholders of
the Corporation.  Prior to such stockholder approval,
the Committee may grant awards conditioned on
stockholder approval.  If such stockholder approval is
not obtained by June 30, 1999, the Plan and any awards
made hereunder shall terminate ab initio and be of no
further force and effect.  Notwithstanding the
foregoing, the Plan shall become effective without
shareholder approval, and awards made hereunder shall
not be subject to termination as aforesaid, in the event a
Change of Control occurs on or before June 30, 1999,
and before the Plan is brought before the stockholders
for approval.


10.  Amendment and Termination


<PAGE> 11 (10k page 42)

     The Board or the Committee may at any time
amend, suspend, discontinue or terminate the Plan;
provided, however, that no such action shall impair the
rights of Participants under awards for Performance
Periods that commenced prior to the date thereof;
provided further, that amendments to the Plan shall be
subject to stockholder approval to the extent required
in order for benefits under the Plan to qualify as
performance-based compensation under section 162(m)
of the Code.


11.  Miscellaneous

     (a)  Tax Withholding.  No later than the date as
of which an amount first becomes includable in the
gross income of the Participant for applicable income
tax purposes with respect to any award under the Plan,
the Participant shall pay to the Corporation or make
arrangements satisfactory to the Committee regarding
the payment of any federal, state or local taxes of any
kind required by law to be withheld with respect to
such amount.  In the case of an award that is payable in
shares of Common Stock, the Corporation may permit
the Participant to satisfy, in whole or in part, such
obligation to remit taxes by directing the Corporation
to withhold shares of Common Stock that would
otherwise be received by such individual, pursuant to
such rules as the Committee may establish from time to
time.

     (b)  No Rights to Awards or Employment.
Except as otherwise expressly provided herein, no
person shall have any claim or right to receive shares of
Common Stock or incentive amounts for a Performance
Period, unless he or she is designated as a Participant
for such Performance Period, and unless the
Performance Goals and other conditions applicable to
his or her award are satisfied in full as determined by
the Committee.  Nothing in the Plan shall confer upon
any employee of the Corporation or any Subsidiary any
right to continued employment with the Corporation or
such Subsidiary or interfere in any way with the right of
the Corporation or such Subsidiary to terminate the
employment of any of its employees at any time, with
or without cause, in accordance with applicable laws
and any applicable employment agreement.

     (c)  Other Compensation.  Nothing in this Plan
shall preclude or limit the ability of the Corporation to
pay any compensation to a Participant under the
Corporation's other compensation and benefit plans and
programs, including without limitation any Stock
Option Plan.

     (d)  No Limitation on Corporate Actions.
Nothing contained in the Plan shall be construed to give
a Participant the right to enjoin the Corporation or any
Subsidiary from taking any corporate action which is
deemed by it to be appropriate or in its best interest,
whether or not such action would have an adverse
effect on awards made under the Plan.  Any right of a
Participant, beneficiary or other person respecting such
a corporate action shall be limited to a claim for actual
damages and attorneys fees.

<PAGE> 12 (10k page 43)


     (e)  Unfunded Plan.  The Plan is intended to
constitute an unfunded plan for incentive compensation.
Prior to the payment of any award, nothing contained
herein shall give any Participant any rights that are
greater than those of a general creditor of his or her
employer.  In its sole discretion, the Committee may
authorize the creation of trusts or other arrangements
to meet the obligations created under the Plan to
deliver payment in cash or Common Stock with respect
to awards hereunder.

     (f)  Successors and Assigns.  Awards under the
Plan shall be binding upon and inure to the benefit of
the successors and assigns of the Corporation and the
Bank.

     (g)  Non-Transferability.  Except as expressly
provided herein, no Participant or beneficiary shall have
the power or right to sell, transfer, assign, pledge or
otherwise encumber or dispose of the Participant's
interest under the Plan.

     (g)  Designation of Beneficiary.  A Participant
may designate a beneficiary or beneficiaries to receive
any payments which may be made following the
Participant's death. Such designation may be changed
or canceled at any time without the consent of such
beneficiary. Any such designation, change or
cancellation must be made in a form approved by the
Committee and shall not be effective until received by
the Committee.  If a Participant does not designate a
beneficiary, or if the designated beneficiary or
beneficiaries predecease the Participant, any payments
which may be made following the Participant's death
shall be made to the Participant's estate.

     (i)  Settlement by Subsidiaries.  Settlement of
awards held by employees of the Bank shall be made by
and at the expense of the Bank.

     (j)  Expenses.  The costs and expenses of
administering the Plan shall be borne by the
Corporation.

     (k)  Arbitration.  In the event of any disputes,
differences, controversies or claims arising out of, or in
connection with, an award under the Plan, other than a
dispute in which the sole relief sought is an equitable
remedy, such as a temporary restraining order or a
permanent or temporary injunction, the parties to the
award (the Corporation , the Bank or a Successor being
one party, and the Participant or his or her beneficiary
being the other party) shall be required to have the
dispute, controversy, difference or claim settled
through binding arbitration pursuant to the American
Arbitration Association's rules of commercial
arbitration which are then in effect.  The location of all
arbitration proceedings shall be Indianapolis, Indiana.
One arbitrator shall be selected by the parties and shall
be a current or former executive officer (vice president
or higher) of a publicly-traded corporation.  In the
event the parties are unable mutually to agree upon a
person to act as the arbitrator, or in the event a
mutually-agreed upon arbitrator shall fail to accept the
appointment by the parties, the parties jointly shall
request from the American Arbitration Association a
list of the names of five persons who would be qualified
to act as an arbitrator under this subsection.  The
selection of the final arbitrator then shall be achieved by
each party alternately striking a name, with the
Corporation or employing Subsidiary or its

<PAGE> 13 (10k page 44)

successor going first, until one name remains.  In the event the
parties mutually agree that the five names submitted by
the American Arbitration Association are
unsatisfactory, they jointly may request a second list of
five names from the American Arbitration Association
and final selection shall be achieved through the
procedure set out herein.  The decision of the arbitrator
shall be final and binding upon both parties, and any
award entered by the arbitrator shall be final, binding
and non-appealable and judgment may be entered
thereon by either party in accordance with the
applicable law in any court of competent jurisdiction.
The arbitrator shall not have authority to modify any
provision of this Plan nor to award a remedy for any
difference, dispute, controversy or claim arising under
this Plan or any award hereunder other than a benefit
specifically provided under or by virtue of this Plan or
such award.  The Corporation, the Bank or the
Successor shall be responsible for all of the reasonable
expenses of the American Arbitration Association, the
arbitrator and the conduct of the selection and the
arbitration procedures set forth in this clause, including
reasonable attorneys' fees and expenses incurred by
either party which are associated with the arbitration
procedure through the time the final arbitration decision
or award is rendered.  This arbitration provision shall
be specifically enforceable.

     (l)  Severability.  If any provision of this Plan is
held unenforceable, the remainder of the Plan shall
continue in full force and effect without regard to such
unenforceable provision and shall be applied as though
the unenforceable provision were not contained in the
Plan.

     (m)  Governing Law.  The Plan and all actions
taken thereunder shall be governed by and construed in
accordance with and governed by the laws of the State
of Indiana, without reference to the principles of
conflict of laws.

12.  Definitions

     For purposes of the Plan, the following terms
shall be defined as follows:

     "Board" means the Board of Directors of the
Corporation.

     "Change of Control" shall mean the first to
occur of the following:

          (a)  The acquisition by any individual,
     entity or "group" within the meaning of Section
     13(d)(3) or 14(d)(2) of the Securities Exchange
     Act of 1934, as amended (the "Exchange
     Act")(a "Person") of beneficial ownership
     (within the meaning of Rule 13d-3 promulgated
     under the Exchange Act) of 25% or more of
     either (i) the then outstanding shares of
     common stock of the Corporation (the
     "Outstanding Corporation Common Stock") or
     (ii) the combined voting power of the then
     outstanding voting securities of the Corporation
     entitled to vote generally in the election of
     directors (the "Outstanding Corporation Voting
     Securities"); provided, however, that the
     following acquisitions of common stock shall
     not constitute a Change of Control:  (i) any
     acquisition directly from the Corporation
     [excluding an acquisition by virtue of the
     exercise of a conversion privilege by one or
     more Persons acting in concert, and excluding
     an acquisition that

<PAGE> 14 (10k page 45)

     would be a Change of
     Control under (c) below], (ii) any acquisition by
     the Corporation, (iii) any acquisition by any
     employee benefit plan (or related trust)
     sponsored or maintained by the Corporation or
     any corporation or other entity controlled by the
     Corporation, (iv) any acquisition by any
     corporation or other entity pursuant to a
     reorganization, merger or consolidation which
     would not be a Change of Control under (c)
     below; or (v) any acquisition by an Exempt
     Person; provided further, that the applicable
     percentage shall be reduced from 25% to 20%
     in the event of the occurrence of one transaction
     or a series of transactions which results in the
     beneficial ownership by Exempt Persons of less
     than 15% of the Outstanding Corporation
     Common Stock or the Outstanding Corporation
     Voting Securities; or

          (b)  Individuals who, as of the beginning
     of the Performance Period then in progress,
     constitute the Board (the "Incumbent Board")
     cease for any reason to constitute at least a
     majority of the Board; provided, however, that
     any individual becoming a director subsequent
     to such beginning whose election, or
     nomination for election by the Corporation's
     shareholders, was approved by a vote of at least
     a majority of the directors then comprising the
     Incumbent Board shall be considered as though
     such individual were a member of the
     Incumbent Board, but excluding, for this
     purpose, any such individual whose initial
     assumption of office occurs as a result of either
     an actual or threatened "election contest" or
     other actual or threatened "solicitation" (as such
     terms are used in Rule 14a-11 of Regulation
     14A promulgated under the Exchange Act) of
     proxies or consents by or on behalf of a person
     other than the Incumbent Board; or

          (c)  Approval by the shareholders of the
     Corporation of a reorganization, merger or
     consolidation, unless, following such
     reorganization, merger, share exchange or
     consolidation, (i) 75% or more of, respectively,
     the then outstanding shares of common stock of
     the corporation or other entity resulting from
     such reorganization, merger, share exchange or
     consolidation and the combined voting power of
     the then outstanding voting securities of such
     corporation or other entity entitled to vote
     generally in the election of directors is then
     beneficially owned, directly or indirectly, by all
     or substantially all of the individuals and entities
     who were the beneficial owners, respectively, of
     the Outstanding Corporation Common Stock
     and Outstanding Corporation Voting Securities
     immediately prior to such reorganization,
     merger, share exchange or consolidation in
     substantially the same proportions as their
     ownership, immediately prior to such
     reorganization, merger, share exchange or
     consolidation, (ii) no Person (excluding the
     Corporation, any Exempt Person, any employee
     benefit plan (or related trust) of the Corporation
     or such corporation or other entity resulting
     from such reorganization, merger, share
     exchange or consolidation and any person
     beneficially owning, immediately prior to such
     reorganization, merger, share exchange or
     consolidation, directly or indirectly, 25% or
     more of the Outstanding Corporation Common
     Stock or Outstanding Voting Securities, as the
     case may be) beneficially owns, directly or
     indirectly, 25% or more of, respectively, the
     then outstanding shares of common stock of the
     corporation or other entity resulting from such
     reorganization, merger, share exchange or
     consolidation or the combined voting

<PAGE> 15 (10k page 46)

     power of the then outstanding voting securities of such
     corporation or other entity, entitled to vote
     generally in the election of directors and (iii) at
     least a majority of the members of the board of
     directors of the corporation or other entity
     resulting from such reorganization, merger,
     share exchange or consolidation were members
     of the Incumbent Board at the time of the
     execution of the initial agreement providing for
     such reorganization, merger, share exchange or
     consolidation; provided however, that the
     applicable percentage for purposes of clause (ii)
     of this (c) shall be reduced from 25% to 20% in
     the event of the occurrence of one transaction
     or a series of transactions which results in the
     beneficial ownership by Exempt Persons of less
     than 15% of the Outstanding Corporation
     Common Stock or the Outstanding Corporation
     Voting Securities; or

          (d)  Approval by the shareholders of the
     Corporation of (i) a complete liquidation or
     dissolution of the Corporation or (ii) the sale or
     other disposition of all or substantially all of the
     assets of the Corporation, other than to a
     corporation or other entity, with respect to
     which following such sale or other disposition,
     (A) 75% or more of, respectively, the then
     outstanding shares of common stock of such
     corporation or other entity and the combined
     voting power of the then outstanding voting
     securities of such corporation or other entity
     entitled to vote generally in the election of
     directors is then beneficially owned, directly or
     indirectly, by all or substantially all of the
     Persons who were the beneficial owners,
     respectively, of the Outstanding Corporation
     Common Stock and Outstanding Corporation
     Voting Securities immediately prior to such sale
     or other disposition in substantially the same
     proportion as their ownership, immediately
     prior to such sale or other disposition, of the
     Outstanding Corporation Common Stock and
     Outstanding Corporation Voting Securities, as
     the case may be, (B) no Person (excluding the
     Corporation, any Exempt Person, any employee
     benefit plan (or related trust) of the Corporation
     or such corporation or other entity and any
     person beneficially owning, immediately prior to
     such sale or other disposition, directly or
     indirectly, 25% or more of the Outstanding
     Corporation Common Stock or Outstanding
     Corporation Voting Securities, as the case may
     be) beneficially owns, directly or indirectly,
     25% or more of, respectively, the then
     outstanding shares of common stock of such
     corporation or other entity or the combined
     voting power of the then outstanding voting
     securities of such corporation or other entity
     entitled to vote generally in the election of
     directors and (C) at least a majority of the
     members of the board of directors of such
     corporation or other entity were members of the
     Incumbent Board at the time of the execution of
     the initial agreement or action of the Board
     providing for such sale or other disposition of
     assets of the Corporation; provided however,
     that the applicable percentage for purposes of
     subclause (ii)(B) of this (d) shall be reduced
     from 25% to 20% in the event of the
     occurrence of one transaction or a series of
     transactions which results in the beneficial
     ownership by Exempt Persons of less than 15%
     of the Outstanding Corporation Common Stock
     or the Outstanding Corporation Voting
     Securities; or


<PAGE> 16 (10k page 47)

          (e)  The occurrence of one transaction
     or a series of transactions, which has the effect
     of a divestiture by the Corporation of 25% or
     more of the combined voting power of the
     outstanding voting securities of the Bank; or

          (f)  The occurrence of any sale, lease or
     other transfer, in one transaction or a series of
     transactions, of all or substantially all of the
     assets of the Bank (other than to the
     Corporation or one or more Exempt Persons);
     or

          (g)  The occurrence of one transaction
     or a series of transactions which results in the
     beneficial ownership by Exempt Persons of less
     than 20% of the outstanding voting securities of
     The Somerset Group, Inc. ("Somerset"), at any
     time when Somerset beneficially owns 10% or
     more of the combined voting power of the
     outstanding voting securities of the
     Corporation.

     "Code" means the Internal Revenue Code of
1986, as amended, and the applicable rulings and
regulations (including any proposed regulations)
thereunder.

     "Committee" means the Compensation
Committee of the Board, any successor committee
thereto or any other committee appointed by the Board
to administer the Plan. The Committee shall consist of
at least two individuals, each of whom shall be qualified
as an "outside director" (or shall satisfy any successor
standard thereto) for purposes of Section 162(m) of the
Code, and shall serve at the pleasure of the Board.

     "Common Stock" means the Common Stock
of the Corporation.

     "Disability" means eligibility for disability
benefits under the terms of the Corporation's long-term
disability plan in effect at the time the Participant
becomes disabled.

     "Equity" means with respect to any calendar
year the average stockholders' equity of the
Corporation for such year as determined by the
Corporation's Independent Auditors.

     "Exempt Descendant" means any child,
grandchild or other descendant of Robert H.
McKinney, or any spouse of any such child, grandchild
or other descendant, including in all cases adoptive
relationships.

     "Exempt Person" means (i) Robert H.
McKinney; (ii) Arlene A. McKinney; (iii) any Exempt
Descendant; (iv) any corporation, partnership, trust or
other organization a majority of the beneficial
ownership interest of which is owned directly or
indirectly by one or more of Robert H. McKinney,
Arlene A. McKinney or any Exempt Descendant; (v)
any estate or other successor-in-interest by operation of
law of Robert H. McKinney, Arlene A. McKinney or
any Exempt Descendant; (vi) The Somerset Group,
Inc., so long as it is controlled by one or more
individuals and entities described in (i) through (v)
inclusive; and (vii) with reference to an issuer, any
group within the meaning of Rule 13d-5(b) under the
Exchange Act, if the majority of the shares of such

<PAGE> 17 (10k page 48)

issuer beneficially owned by such group is attributable
to shares of such issuer which would be considered
beneficially owned by individuals and entities described
in (i) through (vi) inclusive absent the existence of the
group.

     "Fair Market Value" means, with reference to
a share of Common Stock and a given day, the per
share value of Common Stock on such day, determined
as follows.

               (a) If the principal market for the
          Common Stock (the "Market") is a
          national securities exchange or the
          National Association of Securities
          Dealers Automated Quotation System
          ("NASDAQ") National Market, the last
          sale price or, if no reported sales take
          place on the applicable date, the average
          of the high bid and low asked price of
          Common Stock as reported for such
          Market on such date ("average price")
          or, if no such average price can be
          determined on such date, the most
          recent reported  sale price within the
          preceding ten (10) business days, or if
          no such sale shall have occurred, on the
          next preceding day on which the average
          price can be determined, provided that
          such determination can be made with
          respect to the ten (10) business days
          preceding the applicable date;

          (b) If the Market is the NASDAQ
          National List, the NASDAQ
          Supplemental List or another market,
          the average of the high bid and low
          asked price for Common Stock on the
          applicable date (the "average price"), or,
          if no such average price can be
          determined on such date, the most
          recent reported sale price within the
          preceding ten (10) business days, or, if
          no such sale shall have occurred, on the
          next preceding day on which the average
          price can be determined, provided that
          such determination can be made with
          respect to the ten (10) business days
          preceding the applicable date; or,

          (c) In the event that neither paragraph
          (a) nor (b) shall apply, the Fair Market
          Value of a share of Common Stock on
          any day shall be determined in good
          faith by the Committee.

     "Full Award" means: (i) with reference to a
Group A Participant, the full number of shares of
Common Stock which may be earned by such
Participant pursuant to an award made under Section 5
above, excluding, however, any additional shares which
may be awarded by the Committee in its discretion for
Extra Achievement; and (ii) with reference to a Group
B Participant, such Participant's percentage share of
the Pool as constituted under Section 6 above.

     "Group A Participant" means, with respect to
a particular Performance Period, each senior executive
officer of the Corporation or the Bank whom the
Committee selects to participate under Section 5 of the
Plan for such Performance Period,


<PAGE> 18 (10k page 49)

     "Group B Participant" means, with respect to
a particular Performance Period, each senior executive
officer of the Corporation or the Bank whom the
Committee selects to participate under Section 6 of the
Plan for such Performance Period.

     "Growth Rate" with respect to a Performance
Period means the growth rate determined by measuring
the specific performance being measured during the
first year of the Performance Period as compared to
such performance during the calendar year immediately
preceding the beginning of the Performance Period; the
growth rate determined by measuring such performance
during the second year of the Performance Period as
compared to such performance during the first year of
the Performance Period; the growth rate determined by
measuring such performance during the third year of
the Performance Period as compared to such
performance during the second year of the Performance
Period; and then calculating a simple arithmetic average
of the individual year growth rates to determine the
applicable growth rate for the Performance Period.

     "Independent Auditors" means with respect
to any calendar year the independent public accountants
appointed by the Board of Directors of the Corporation
to audit the consolidated financial statements of the
Corporation on behalf of the shareholders and Board of
Directors of the Corporation.

     "Net Income" means with respect to any
calendar year the consolidated net income of the
Corporation for such year after provision for all costs
and expenses, including the expenses incurred by the
Plan, and federal, state and foreign income taxes; all as
determined by the Independent Auditors.

     "Participant" means, with respect to a
Performance Period, each Group A Participant and
Group B Participant for such Performance Period..

     "Performance Goals" means the goals related
to the performance criteria designated in Section 4
above, which Performance Goals will be established by
the Committee for a Performance Period.

     "Performance Period" means each period of
three calendar years commencing on January 1, 1997 or
January 1 of every third year thereafter.

     "Plan" means this First Indiana Corporation
Long-Term Management Performance Incentive Plan,
as set forth in this document, and as hereafter amended.
As implemented for a particular Performance Period,
the Plan may be referred to as the Plan for the year in
which such Performance Period begins.  Thus, the Plan
as implemented and in effect for the Performance
Period beginning January 1, 1997 and ending December
31, 1999 may be referred to as the "1997 Long-Term
Management Performance Incentive Plan."

     "Pro-Rata Award" means: (i) with reference
to a Group A Participant, a fraction of the Participant's
Full Award, the numerator of which fraction is the
number of full calendar months

<PAGE> 19 (10k page 50)

during the Performance Period for such award (and ending prior
to the last date for making the election referred to subsection 8(b)
above, if such election is made by such Participant) in
which the Participant was employed by the Corporation
or the Bank or a Successor, and the denominator of
which fraction is 36; and (ii) with reference to a Group
B Participant, the Participant's Full Award.

     "Return on Equity" or "ROE" means, with
respect to any calendar year, Net Income for such year
divided by Equity for such year.

     "Stock Option Plan" means the First Indiana
Corporation 1991 Stock Option and Incentive Plan and
any successor or similar plan of the Corporation.

     "Subsidiary" means (i) the Bank, or (ii) any
other subsidiary of the Corporation within the meaning
of section 424(f) of the Code.

     "Successor" means an entity, other than the
Corporation or the Bank, which upon or after a Change
of Control acquires substantially all of the assets and
business of the Bank and thereafter operates the
business of the Bank.

<PAGE> 20 (10k page 51)