FIRST INDIANA CORPORATION
                   SUPPLEMENTAL BENEFIT PLAN
                        PLAN AGREEMENT

     THIS AGREEMENT is made as of the first day of May, 1997, by
and between First Indiana Corporation (hereinafter referred to as
the "Employer") and Robert H. McKinney, (hereinafter referred to
as the "Employee").

WITNESSETH:

     WHEREAS, the Board of Directors of the Employer has
determined that it is desirable and in the best interest of the
Employer to adopt a Supplemental Benefit Plan;

     WHEREAS, the Board of Directors at its meeting on April 16,
1997, approved and adopted such a plan; and

     WHEREAS, the Board of Directors at said meeting authorized
the officers of the Employer to do any and all things necessary
or desirable to put said Supplemental Benefit Plan in effect; and

     WHEREAS, the Employee has been selected to become a
participant of said Plan, and the Employee elects to so
participate.

IT IS THEREFORE AGREED:

1.   The Employee shall be eligible to receive any and all
     benefits to which he is entitled under the terms of the
     Plan.

2.   In addition to any death benefit payable to the Employee's
     beneficiary under Section 4.6 of the Plan, the Employee's
     beneficiary shall be entitled to a special lump
     sum death benefit equal to 300% of the Employee's highest
     annual rate of Total Salary paid by the Employer or its affiliates.
     Such death benefit shall be paid as of the Employee's death (at any
     time, whether while employed by the Employer or its affiliates or
     thereafter) and shall be grossed up for federal, state and local income
     taxes at the highest applicable marginal rate in effect
     at the time of the Employee's death.


<PAGE> 1 (10k page 96)


3.   In lieu of the form of base retirement benefit provided for
     in Section 4.1 of the Plan, the form of the Employee's base
     retirement benefit shall be a monthly amount, payable for a
     period of 15 years certain and life thereafter, commencing
     on the Employee's termination of employment, or upon the
     Employee's attainment of age 65, whichever is later.  In
     lieu of the monthly amount provided for in Section 4.1 of
     the Plan, the monthly amount of the Employee's base
     retirement benefit shall be the greater of:

        (a)     the monthly amount payable as a straight-life
                annuity under Section 4.1 of the Plan, or

        (b)     a monthly amount equal to the excess of:

                (i)     one-twelfth of 80% of the sum of:

                        (A)  the Employee's highest annual rate of
                             Total Salary paid by the Employer or its
                             affiliates and

                        (B)  the greater of: (I) 37.5% of the
                             Employee's highest annual rate of Total
                             Salary paid by the Employer or its
                             affiliates, or (II) the Employee's High-
                             Three Average Bonus, over

                (ii)    the sum of:

                        (A)  100% of the Employee's monthly primary
                             Social Security benefit payable at age
                             65 (determined without regard to whether
                             or when such benefits actually
                             commence), and

                        (B)  100% of the Employee's monthly benefit
                             from the DB Pension Plan payable at the
                             time of his termination of employment
                             (determined as though such benefit were
                             paid as a straight life annuity and as
                             though no portion of such benefit had
                             become payable or been paid prior to
                             such termination).


<PAGE> 2 (10k page 97)


4.   Individualized Retirement Benefit.  The Employee's
     retirement benefit shall not be paid in the form provided
     for in Section 4.2 of the Plan but instead shall be paid as
     a fixed-term variable annuity.  The term of such annuity
     shall begin on the date of the Employee's termination of
     employment and shall end on the later of: (i) the last
     December 31 occurring within five years after such
     termination, or (ii) the last December 31 occurring within
     the Employee's remaining life expectancy, determined as of
     such termination, based on the life expectancy tables then
     used for purposes of determining actuarial equivalence under
     the DB Pension Plan.  Distributions shall be made annually,
     with the first such distribution being made as of the
     December 31 next following the Employee's termination of
     employment, and with subsequent distributions being made as
     of each December 31 thereafter, until the benefit has been
     distributed fully.  The amount of each distribution shall be
     determined as though an amount equal to the lump sum
     actuarial equivalent of the Employee's base retirement
     benefit were set aside on the date of the Employee's
     termination of employment and then were invested at the
     Employee's direction, with each distribution being
     calculated as a fraction of such hypothetical investment
     fund, the denominator of which is the total number of
     distributions to be made, and the numerator of which is one
     more than the number of distributions previously made, and
     with each distribution being deducted from the balance of
     the fund on the date as of which it is made.

        [For example, if the Employee terminates employment on
        November 7, 1999, when he's 74 years old and has a life
        expectancy of 11.2 years, his benefit will be paid in
        13 installments, the first as of December 31, 1999, in
        an amount equal to one-thirteenth of the hypothetical
        investment fund, and the last as of December 31, 2011,
        in an amount equal to the remaining balance of the
        fund.  If the value of the fund on December 31, 1999,
        adjusted for investment increases and decreases for the
        period subsequent to November 7, 1999, is $1,300,000,
        the distribution to be made as of December 31, 1999,
        will be $100,000.  if the value of the fund on December
        31, 2000, is $1,272,000 (reflecting a $100,000
        deduction for the distribution made as of December 31,

<PAGE> 3 (10k page 98)

        1999, and a $72,000 addition representing the net
        investment increase for the period subsequent to
        December 31, 1999), the distribution to be made as of
        December 31, 2000, will be $106,000.]


     The Employee or his beneficiary may direct the investment of the
     hypothetical investment fund.  All such directions, and all
     changes in such directions, shall be made in writing to the
     Company.  The Employee or his beneficiary may not direct the
     investment of the hypothetical investment fund in any asset
     which cannot be liquidated readily or which does not have a
     readily ascertainable fair market value.  If or to the
     extent the Employee or his beneficiary fails to direct the
     investment of the hypothetical investment fund, it shall be
     deemed to be invested in such money fund as the Committee
     from time to time shall designate.  It is contemplated that
     the Employer, in order to hedge part or all of its liability
     for payment of the Employee's retirement benefit, may
     establish an actual investment account and invest the same
     in such a manner as to mirror the hypothetical investment
     fund.  The right of the Employee and his beneficiary to
     direct the investment of the hypothetical investment fund
     shall be subject to such reasonable rules and procedures as
     the Committee may adopt to enable the Employer to hedge its
     liability in this manner.


5.   Arbitration.  In the event of any disputes, differences,
     controversies or claims arising out of, or in connection
     with, the Employee's rights under the Plan or this
     Agreement, 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 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 to
     mutually agree upon a person to act as the arbitrator, or in
     the event a mutually-agreed upon arbitrator shall fail to


<PAGE> 4 (10k page 99)

     accept the appointment by the parties, the parties shall
     jointly request from the American Arbitration Association a
     list of the names of five persons qualified to act as an
     arbitrator under this clause.  The selection of the final
     arbitrator then shall be achieved by each party alternately
     striking a name, with the Employer 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 the Plan or this
     Agreement nor to award a remedy for any difference, dispute,
     controversy or claim arising under the Plan or this
     Agreement other than a benefit specifically provided under
     or by virtue of the Plan or this Agreement.  The Employer
     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 section, 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.

6.   Limitation on Payments.

     (a)  Notwithstanding anything contained herein to the
          contrary, prior to the payment of any amounts pursuant
          to the Plan or this Agreement, an independent national
          accounting firm designated by the Employer (the
          "Accounting Firm") shall compute whether there would be
          payable to the Employee any "excess parachute
          payments," within the meaning of section 280G of the
          Internal Revenue Code of 1986, as amended (the "Code"),
          taking into account the total "parachute payments,"
          within the meaning of section 280G of the Code, payable


<PAGE> 5 (10k page 100)

          or to be provided to the Employee, whether by the
          Employer or any of its affiliates or by any successor
          to the Employer or any such affiliate, and whether
          under the Plan or this Agreement or under any other
          plan, practice or agreement.  If there would be any
          excess parachute payments, the Accounting Firm will
          compute the net after-tax proceeds to the Employee,
          taking into account the excise tax imposed by section
          4999 of the Code, if (i) such parachute payments were
          reduced to the point that the total thereof would not
          exceed three times the "base amount" as defined in
          section 280G of the Code, less One Dollar ($1.00), or
          (ii) such parachute payments were not reduced.  If not
          reducing such parachute payments would result in a
          greater after-tax amount to the Employee, such
          parachute payments shall not be reduced.  If reducing
          such parachute payments would result in a greater
          after-tax amount to the Employee, they shall be reduced
          to such lesser amount.  If such parachute payments must
          be reduced, the Employee shall direct which of the
          payments are to be reduced and the manner in which each
          is to be limited or modified.  The determination by the
          Accounting Firm shall be binding upon the Employer and
          the Employee subject to the application of subsection
          (c) of this section.

     (b)  As a result of various incentive or other plans, the
          Employee may be entitled to receive various parachute
          payments over a period of several years.  In such
          event, the Accounting Firm may need to update its
          calculations under subsection (a) of this section one
          or more times.  In the event that all or a portion of a
          parachute payment is not made due to the limitations of
          this Section 6, the Employer shall not be relieved of
          liability for such amount but such parachute payment
          shall be deferred and included in calculations with
          respect to subsequent parachute payments.

     (c)  As a result of uncertainty in the application of
          section 280G of the Code at the time of determinations
          by the Accounting Firm hereunder and uncertainties in
          the valuation of future payments, and deferrals pursuant
          to Section 6(a), it is possible that parachute payments

<PAGE> 6 (10k page 101)

          will have been made by the Employer
          which should not have been made (an "Overpayment") or
          that additional parachute payments which will not have
          been made by the Employer could have been made (an
          "Underpayment"), consistent in each case with the other
          provisions of this Section 6.  In the event that the
          Accounting Firm, based upon the assertion of a
          deficiency by the Internal Revenue Service against the
          Employer or the Employee which the Accounting Firm
          believes has a high probability of success, determines
          that an Overpayment has been made, such Overpayment
          shall be treated for all purposes as a loan to the
          Employee which the Employee shall repay to the
          Employer, together with interest at the applicable
          federal rate provided for in section 7872(f)(2)(A) of
          the Code; provided, however, that no amount shall be
          payable by the Employee to the Employer if and to the
          extent that such payment would not reduce the amount
          which is subject to taxation under section 4999 of the
          Code.  In the event that the Accounting Firm determines
          that an Underpayment has occurred, such Underpayment
          shall promptly be paid or transferred by the Employer
          to or for the benefit of the Employee, together with
          interest at the applicable federal rate provided for in
          section 7872(f)(2)(A) of the Code.

     (d)  All fees, costs and expenses (including, but not
          limited to, the cost of retaining experts) of the
          Accounting Firm shall be borne by the Employer and the
          Employer shall pay such fees, costs and expenses as
          they become due.  In performing the computations
          required hereunder, the Accounting Firm shall assume
          that all parachute payments to be made to the Employee
          will be subject to federal and state income tax at the
          maximum rate in effect at the time the determination is
          made unless the Employee provides the Accounting Firm
          with evidence that it is more probable than not that
          one or more parachute payments will be taxable at a
          lower rate, or lower rates, in which case the
          Accounting Firm shall assume that such parachute
          payments will be taxed at the lower rate or rates.
          Taxes will be paid for state and federal purposes at
          the highest possible marginal tax rates which could be


<PAGE> 7 (10k page 102)

          applicable to the Employee in the year of receipt of
          the payments, unless the Employee agrees otherwise.

     (e)  In the event this Agreement is subject to section 18(k)
          of the Federal Deposit Insurance Act (the "FDIA") at
          the time any payment is to be made by the Employer to
          the Employee pursuant to this Agreement or otherwise,
          such payment will be subject to, and conditioned upon,
          its compliance with section 18(k) of the FDIA and any
          regulations promulgated thereunder.

7.   Prior to the effective date of this Agreement, the Employee
     was covered and receiving benefits under the First Indiana
     Bank Supplemental Benefit Plan (the "Prior Plan").  The benefits
     provided under this Agreement and the Plan to which this Agreement
     relates include or are in lieu of the benefits provided to
     the Employee under the Prior Plan.  (As between the Employer
     and its wholly owned subsidiary, First Indiana Bank (the
     "Bank"), the Bank shall be and remain primarily liable, and
     the Employer shall be liable only secondarily, for the
     payment to the Employee or his beneficiaries of retirement
     benefits, death benefits and special death benefits that
     accrued and became vested prior to the effective date
     hereof.)


IN WITNESS WHEREOF, this Agreement has been made as of the date
herein above written.


                                   Employer:



                                   By:  /s/ Owen B. Melton, Jr.
                                        Owen B. Melton, Jr.
                                        President
                                        First Indiana Corporation


<PAGE> 8 (10k page 103)

EMPLOYEE:


/s/ Robert H. McKinney

Robert H. McKinney

135 North Pennsylvania St., Suite 2800
---------------------------------------
Street Address or P. O. Box

Indianapolis, 46204
_____________________________
City, State, Zip

<PAGE> 9 (10k page 104)