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 Bank (hereinafter referred to as
the "Employer") and Named Executive, (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 new Supplemental Benefit Plan (the
"Plan") and terminate its existing Supplemental Benefit Plan
(the "Prior Plan");

     WHEREAS, the Board of Directors at its meeting on April
16, 1997, approved and adopted the Plan and terminated the
Prior 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 the Plan in effect; and

     WHEREAS, the Employee has been selected to become a
participant of the 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.   Vesting.   The Employee shall be vested with respect to
     the "excess plan portion" of his monthly retirement
     benefits under the Plan to the same extent he is vested
     with respect to benefits payable under the DB Pension
     Plan.  He became or shall become fully vested with
     respect to his other benefits under the Plan and this
     Agreement (the remainder of his monthly retirement
     benefit) at the time specified in the Plan or, if
     earlier, when the sum of his whole years of age plus his
     whole years of service with the Employer and its
     affiliates exceeded or exceeds 80, provided he remains in
     the service of the Employer and its affiliates until such
     time.  For purposes of the Plan and this Agreement, the
     Employee's whole years of service with the Employer and
     its affiliates shall be determined in the same manner as
     it is determined for vesting purposes under the DB
     Pension Plan.

3.   Arbitration.  In the event of any disputes, differences,
     controversies or claims arising out of, or in connection

<PAGE> 1 (10k page 112)

     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 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.

4.   Limitation on Payments.

(a)  Anything in the Plan or this Agreement to the contrary
     notwithstanding, in the event that it shall be determined
     that any payment or distribution by the Bank to or for
     the benefit of the Executive pursuant to the terms of the
     Plan or this Agreement (a "Payment"), would constitute an
     "excess parachute payment" within the meaning of Section
     280G of the Internal Revenue Code of 1986, as amended
     (the "Code"), the aggregate present value of amounts
     payable or distributable to or for the benefit of the
     Executive pursuant to the Plan or this Agreement (such
     payments or distributions pursuant to the Plan or this
     Agreement are hereinafter

<PAGE> 2 (10k page 113)


     referred to as "Agreement Payments") shall be reduced (but not
     below zero) to the Reduced Amount.  The "Reduced Amount" shall be an
     amount expressed in present value which maximizes the aggregate
     present value of Agreement Payments without causing any
     Payment to be subject to tax under Section 4999 of the
     Code.  For purposes of this Section 4, present value
     shall be determined in accordance with Section 280G(d)(4)
     of the Code.

(b)  All determinations to be made under this Section 4 shall
     be made by an independent national accounting firm
     designated by the Bank (the "Accounting Firm"), which
     firm shall provide its determinations and any supporting
     calculations both to the Bank and the Executive within 10
     days after the date for payment of any Agreement Payment
     subject to reduction under this section.  Any such
     determination by the Accounting Firm shall be binding
     upon the Bank and the Executive.  The Executive shall
     then have the right to determine which of the Agreement
     Payments shall be eliminated or reduced in order to
     produce the Reduced Amount in accordance with the
     requirements of this section.  Within five days after
     this determination, the Bank shall pay (or cause to be
     paid) or distribute (or cause to be distributed) to or
     for the benefit of the Executive such amounts as are then
     due to the Executive under the Plan or this Agreement.

(c)  As a result of the uncertainty in the application of
     Section 280G of the Code, it is possible that Agreement
     Payments will have been made by the Bank which should not
     have been made ("Overpayment") or that additional
     Agreement Payments which have not been made by the Bank
     could have been made ("Underpayment"), in each case,
     consistent with the calculations required to be made
     hereunder.  From time to time as the Bank or the
     Executive shall deem appropriate, the Accounting Firm
     shall review the determinations made by it pursuant to
     subsection (b) of this section, and the Bank and the
     Executive shall cooperate and provide all information
     necessary for such review.  In the event that the
     Accounting Firm determines that an Overpayment has been
     made, any such Overpayment shall be treated for all
     purposes as a loan to the Executive which the Executive
     shall repay to the Bank together with interest from the
     date of payment under the Plan or this Agreement at the
     applicable Federal rate provided for in Section
     7872(f)(2) of the Code (the "Federal Rate"); provided,
     however, that no amount shall be


<PAGE> 3 (10k page 114)

     payable by the Executive to the Bank if and to the extent such
     payment would not reduce the amount which is subject to tax under
     Section 4999 of the Code.  In the event that the Accounting Firm
     determines that an Underpayment has occurred, any such
     Underpayment shall be promptly paid by the Bank to or for
     the benefit of the Executive together with interest from
     the date of payment under the Plan or this Agreement at
     the Federal Rate.

(d)  All of the fees and expenses of the Accounting Firm in
     performing the determinations referred to in subsections
     (b) and (c) above shall be borne solely by the Bank.  The
     Bank agrees to indemnify and hold harmless the Accounting
     Firm of and from any and all claims, damages and expenses
     resulting from or relating to its determinations pursuant
     to subsections (b) and (c) above, except for claims,
     damages or expenses resulting from the gross negligence
     or willful misconduct of the Accounting Firm.

(e)  In the event the Plan or 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 Bank
     to the Executive pursuant to the Plan or 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.

5.   To the extent applicable to the Plan and this Agreement,
     the required provisions of 12 C.F.R. Section 563.39(b) are
     incorporated herein by reference. In the case of any
     conflict between such required provisions and the other
     provisions of this Agreement or between such required
     provisions and the provisions of the Plan, such required
     provisions shall control.

6.   Prior to the effective date of this Agreement, the
     Employee was covered under the Prior Plan.  The benefits
     provided under this Agreement and the Plan to which this
     Agreement relates are in lieu of the benefits provided to
     the Employee under the Prior Plan.

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


                                   Employer:



                                   By:  _________________________


<PAGE> 4 (10k page 115)

                                        Owen B. Melton, Jr.,
                                        President
                                        First Indiana Bank

EMPLOYEE:


_____________________________
Named Executive

_____________________________
Street Address or P. O. Box

_____________________________
City, State, Zip





<PAGE> 5 (10k page 116)