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                                                                    Exhibit 10.8

                            CENTRAL INDIANA BANCORP
                               STOCK OPTION PLAN


     1. Purpose. The purpose of the Central Indiana Bancorp Stock Option Plan
(the "Plan") is to provide to directors, officers and other key employees of
Central Indiana Bancorp (the "Holding Company") and its majority-owned and
wholly-owned subsidiaries (individually a "Subsidiary" and collectively the
"Subsidiaries"}, including, but not limited to, First Federal Savings Bank of
Kokomo upon its conversion to stock form ("First Federal"), who are materially
responsible for the management or operation of the business of the Holding
Company or a Subsidiary and have provided valuable service to the Holding
Company or a Subsidiary, a favorable opportunity to acquire Common Stock,
without par value ("Common Stock"), of the Holding Company, thereby providing
them with an increasing incentive to work for the success of the Holding Company
and its Subsidiaries and better enabling each such entity to attract and retain
capable directors and executive personnel.

     2. Administration of the Plan. The Plan shall be administered, construed
and interpreted by a committee (the "Committee") consisting of at least two
members of the Board of Directors of the Holding Company, each of whom is a
"disinterested person" within the meaning of the definition of that term
contained in Reg. Section 16b-3 promulgated under the Securities Exchange Act of
1934, as amended (the "1934 Act"). The members of the Committee shall be
designated from time to time by the Board of Directors of the Holding Company.
The decision of a majority of the members of the Committee shall constitute the
decision of the Committee, and the Committee may act either at a meeting at
which a majority of the members of the Committee is present or by a written
consent signed by all members of the Committee. The Committee shall have the
sole, final and conclusive authority to determine, consistent with and subject
to the provisions of the Plan:

          (a) the individuals (the "Optionees") to whom options or successive
     options or cash awards shall be granted under the Plan;

          (b) the time when options or cash awards shall be granted hereunder;

          (c) the number of shares of Common Stock to be covered under each
     option and the amount of any cash awards;

          (d) the option price to be paid upon the exercise of each option;

          (e) the period within which each such option may be exercised;

          (f) the extent to which an option is an incentive stock option or a
     non-qualified stock option; and

          (g) the terms and conditions of the respective agreements by which
     options granted or cash awards shall be evidenced.

The Committee shall also have authority to prescribe, amend, waive, and rescind
rules and regulations relating to the Plan, to accelerate the vesting of any
stock options or cash awards made hereunder, and to make all other
determinations necessary or advisable in the administration of the Plan.

     3. Eligibility. The Committee may, consistent with the purposes of the
Plan, grant options and cash awards to officers and other key employees of the
Holding Company or of a Subsidiary who in the opinion of the Committee are from
time to time materially responsible for the management or operation of the
business
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of the Holding Company or of a Subsidiary and have provided valuable services to
the Holding Company or a Subsidiary; provided, however, that in no event may any
employee who owns (after application of the ownership rules in Section 425(d) of
the Internal Revenue Code of 1986, as amended (the "Code")) shares of stock
possessing more than 10 percent of the total combined voting power of all
classes of stock of the Holding Company or any of its Subsidiaries be granted
an incentive stock option hereunder unless at the time such option is granted
the option price is at least 110% of the fair market value of the stock subject
to the option and such option by its terms is not exercisable after the
expiration of five (5) years from the date such option is granted. Directors of
the Holding Company who are not employees of the Holding Company or its
Subsidiaries, and the Chairman Emeritus of First Federal, an advisory director
("Outside Directors"), who are serving as such on the date First Federal
converts (the "Conversion") from mutual to stock form (the "Conversion Date")
shall each be granted on such date a non-qualified option to purchase the number
of whole shares of Common Stock of the Holding Company determined by multiplying
the total number of shares issued by the Holding Company on the Conversion Date
by .44%. Such options shall have an exercise price per share equal to the
purchase price per share paid for shares issued in such conversion. Each person
who is elected for the first time to be an Outside Director (other than persons
who were previously employees of the Holding Company or of any of its
Subsidiaries) after the Conversion Date shall be granted at the date he or she
first becomes an Outside Director a non-qualified stock option to acquire the
number of shares of Common Stock of the Holding Company determined by
multiplying the total number of shares issued by the Holding Company on the
Conversion Date by .44% (subject to adjustment pursuant to the antidilution
provisions of Section 7 hereof) at an option price per share equal to the fair
market value of a share of such Common Stock, as determined by the Committee,
consistent with Treas. Reg. Section 20.2031-2, on the date he or she first
becomes an Outside Director, or on the next preceding trading day if such date
was not a trading date. If on any date in any given year the number of shares
of Common Stock available for awards under the Plan is insufficient to grant
each such Outside Director entitled thereto such a non-qualified stock option,
the shares available for the non-qualified stock options shall be awarded
ratably (to the nearest whole share) to each such Outside Director on such
date. Outside Directors are not entitled to receive any other awards under this
Plan. Subject to the foregoing and the provisions of Section 4 hereof, an
individual who has been granted an option under the Plan (an "Optionee"), if he
is otherwise eligible, may be granted an additional option or options if the
Committee shall so determine.

     4. Stock Subject to the Plan. There shall be reserved for issuance upon the
exercise of options granted under the Plan, shares of Common Stock of the
Holding Company equal to 10% of the total number of shares of Common Stock
issued by the Holding Company upon the conversion of First Federal from mutual
to stock form, which may be authorized but unissued shares or treasury shares
of the Holding Company. Subject to Section 7 hereof, the shares for which
options may be granted under the Plan shall not exceed that number. If any
option shall expire or terminate or be surrendered for any reason without
having been exercised in full, the unpurchased shares subject thereto shall
(unless the Plan shall be terminated) become available for other options under
the Plan.

     5. Terms of Options. Each option granted under the Plan shall be subject
to the following terms and conditions and to such other terms and conditions
not inconsistent therewith as the Committee may deem appropriate in each case:

          (a) Option Price. The price to be paid for shares of stock upon the
     exercise of each option shall be determined by the Committee at the time
     such option is granted, but such price in no event shall be less than the
     fair market value, as determined by the Committee consistent with Treas.
     Reg. Section 20.2031-2 and any requirements of Section 422A of the Code,
     of such stock on the date on which such option is granted; provided,
     however, that the Committee shall have discretion to award non-qualified
     stock options to eligible employees of the Holding Company or a Subsidiary
     at a price no less than

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     75% of the fair market value of the Common Stock on the date of grant,
     as determined by the Committee consistent with Treas. Reg. Section
     20.2031-2.

          (b) Period for Exercise of Option. An option shall not be
     exercisable after the expiration of such period as shall be fixed by
     the Committee at the time of the grant thereof, but such period in no
     event shall exceed ten (10) years and one day from the date on which
     such option is granted; provided, that incentive stock options granted
     hereunder shall have terms not in excess of ten (10) years and one day
     from the date of grant thereof. Options shall be subject to earlier
     termination as hereinafter provided.

          (c) Exercise of Options. The option price of each share of stock
     purchased upon exercise of an option shall be paid in full at the time
     of such exercise. Payment may be in (i) cash, (ii) if the Optionee may
     do so without violating Section 16(b) of the 1934 Act, by delivering
     a properly executed exercise notice together with irrevocable instructions
     to a broker to promptly deliver to the Holding Company the total option
     price in cash and, if desired, the amount of any taxes to be withheld from
     the Optionee's compensation as a result of any withholding tax obligation
     of the Holding Company or any of its Subsidiaries, as specified in such
     notice, or (iii) beginning on a date which is three years following First
     Federal's conversion from mutual to stock form and with the approval of
     the Committee, by tendering whole shares of the Holding Company's Common
     Stock owned by the Optionee and cash having a fair market value equal to
     the cash exercise price of the shares with respect to which the option is
     being exercised. For this purpose, any shares so tendered by an Optionee
     shall be deemed to have a fair market value equal to the mean between the
     highest and lowest quoted selling prices for the shares on the date of
     exercise of the option (or if there were no sales on such date the weighted
     average of the means between the highest and lowest quoted selling prices
     on the nearest date before and the nearest date after the date of exercise
     of the option as prescribed by Treas. Reg. Section 10.2031-2)), as reported
     in The Wall Street Journal or a similar publication selected by the
     Committee. The Committee shall have the authority to grant options
     exercisable in full at any time during their term, or exercisable in such
     installments at such times during their term as the Committee may
     determine; provided, however, that options shall not be exercisable prior
     to a date which is six months after the date of shareholder approval of the
     Plan or during the first six (6) months of their term, and provided
     further that options granted to Outside Directors shall be fully
     exercisable following the first six (6) months of their term. Installments
     not purchased in earlier periods shall be cumulated and be available for
     purchase in later periods. Subject to the other provisions of this Plan, an
     option may be exercised at any time or from time to time during the term of
     the option as to any or all whole shares which have become subject to
     purchase pursuant to the terms of the option or the Plan, but not at any
     time as to fewer than one hundred (100) shares unless the remaining shares
     which have become subject to purchase are fewer than one hundred (100)
     shares. An option may be exercised only by written notice to the Holding
     Company, mailed to the attention of its Secretary, signed by the Optionee
     (or such other person or persons as shall demonstrate to the Holding
     Company his or their right to exercise the option), specifying the number
     of shares in respect of which it is being exercised, and accompanied by
     payment in full in either cash or by check in the amount of the aggregate
     purchase price therefor, by delivery of the irrevocable broker instructions
     referred to above, or, if the Committee has approved the use of the stock
     swap feature provided for above, followed as soon as practicable by the
     delivery of the option price for such shares.

          (d) Certificates. The certificate or certificates for the shares
     issuable upon an exercise of an option shall be issued as promptly as
     practicable after such exercise. An Optionee shall not have any rights of
     a shareholder in respect to the shares of stock subject to an option until
     the date of issuance of a stock certificate to him for such shares. In no
     case may a fraction of a share be purchased or

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     issued under the Plan, but if, upon the exercise of an option, a
     fractional share would otherwise be issuable, the Holding Company shall
     pay cash in lieu thereof.

          (e) Termination of Option. If an Optionee (other than an Outside
     Director) ceases to be an employee of the Holding Company and the
     Subsidiaries for any reason other than retirement, permanent and total
     disability (within the meaning of Section 22(e)(3) of the Code), or death,
     any option granted to him shall forthwith terminate. Leave of absence
     approved by the Committee shall not constitute cessation of employment.
     If an Optionee (other than an Outside Director) ceases to be an employee
     of the Holding Company and the Subsidiaries by reason of retirement, any
     option granted to him may be exercised by him in whole or in part at any
     time after his retirement until the expiration of the option term fixed
     by the Committee in accordance with Subsection (b) above, whether or not
     the option was otherwise exercisable at the date of his retirement. (The
     term "retirement" as used herein means such termination of employment as
     shall entitle such individual to early or normal retirement benefits under
     any then existing pension plan of the Holding Company or a Subsidiary.) If
     an Optionee (other than an Outside Director) ceases to be an employee of
     the Holding Company and the Subsidiaries by reason of permanent and total
     disability (within the meaning of Section 22(e)(3) of the Code), any option
     granted to him may be exercised by him in whole or in part within one (1)
     year after the date of his termination of employment by reason of such
     disability whether or not the option was otherwise exercisable at the date
     of such termination. Options granted to Outside Directors shall cease to be
     exercisable six (6) months after the date such Outside Director is no
     longer a director or advisory director of the Holding Company or of First
     Federal for any reason. In the event of the death of an Optionee while in
     the employ or service as a director or advisory director of the Holding
     Company or a Subsidiary, or, if the Optionee is not an Outside Director,
     after the date of his retirement or within one (1) year after the
     termination of his employment by reason of permanent and total disability
     (within the meaning of Section 22(e)(3) of the Code), or, if the Optionee
     is an Outside Director, within six (6) months after he is no longer a
     director or advisory director of the Holding Company or of First Federal,
     any option granted to him may be exercised in whole or in part at any time
     within one (1) year after the date of such death by the executor or
     administrator of his estate or by the person or persons entitled to the
     option by will or by applicable laws of descent and distribution until the
     expiration of the option term as fixed by the Committee, whether or not
     the option was otherwise exercisable at the date of his death.
     Notwithstanding the foregoing provisions of this subsection (e), no option
     shall in any event be exercisable after the expiration of the period fixed
     by the Committee in accordance with subsection (b) above.

          (f) Nontransferability of Option. No option may be transferred by the
     Optionee otherwise than by will or the laws of descent and distribution or
     pursuant to a qualified domestic relations order as defined by the Code or
     Title I of the Employee Retirement Income Security Act, or the rules
     thereunder, and during the lifetime of the Optionee options shall be
     exercisable only by the Optionee or his guardian or legal representative.

          (g) No Right to Continued Service. Nothing in this Plan or in any
     agreement entered in to pursuant hereto shall confer on any person any
     right to continue in the employ or service of the Holding Company or its
     Subsidiaries or affect any rights of the Holding Company, a Subsidiary, or
     the shareholders of the Holding Company may have to terminate his service
     at any time.

          (h) Maximum Incentive Stock Options. The aggregate fair market value
     of stock with respect to which incentive stock options (within the meaning
     of Section 422A of the Code) are exercisable for the first time by an
     Optionee during any calendar year under the Plan or any other plan of the
     Holding Company or its Subsidiaries shall not exceed $100,000. For this
     purpose, the fair market value of such shares shall be determined as of
     the date the option is granted and shall be computed in such

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     manner as shall be determined by the Committee, consistent with the
     requirements of Section 422A of the Code.

          (i) Agreement. Each option shall be evidenced by an agreement between
     the Optionee and the Holding Company which shall provide, among other
     things, that, with respect to incentive stock options, the Optionee will
     advise the Holding Company immediately upon any sale or transfer of the
     shares of Common Stock received upon exercise of the option to the extent
     such sale or transfer takes place prior to the later of (a) two (2) years
     from the date of grant or (b) one (1) year from the date of exercise.

     6. Incentive Stock Options and Non-Qualified Stock Options. Options granted
under the Plan may be incentive stock options under Section 422A of the Code or
non-qualified stock options, provided, however, that Outside Directors shall be
granted only non-qualified stock options. All options granted hereunder will be
clearly identified as either incentive stock options or non-qualified stock
options. In no event will the exercise of an incentive stock option affect the
right to exercise any non-qualified stock option, nor shall the exercise of any
non-qualified stock option affect the right to exercise any incentive stock
option. Nothing in this Plan shall be construed to prohibit the grant of
incentive stock options and non-qualified stock options to the same person,
provided, further, that incentive stock options and non-qualified stock options
shall not be granted in a manner whereby the exercise of one non-qualified
stock option or incentive stock option affects the exercisability of the other.

     7. Adjustment of Shares. In the event of any change after the effective
date of the Plan in the outstanding stock of the Holding Company by reason of
any reorganization, recapitalization, stock split, stock dividend, combination
of shares, exchange of shares, merger or consolidation, liquidation, or any
other change after the effective date of the Plan in the nature of the shares of
stock of the Holding Company, the Committee shall determine what changes, if
any, are appropriate in the number and kind of shares reserved under the Plan,
and the Committee shall determine what changes, if any, are appropriate in the
option price under and the number and kind of shares covered by outstanding
options granted under the Plan. Any determination of the Committee hereunder
shall be conclusive.

     8. Cash Awards. Except as otherwise provided in Section 3 hereof, the
Committee may, at any time and in its discretion, grant to any Optionee who is
granted a non-qualified stock option the right to receive, at such times and in
such amounts as determined by the Committee in its discretion, a cash amount
("cash award") which is intended to reimburse the Optionee for all or a portion
of the federal, state and local income taxes imposed upon such Optionee as a
consequence of the exercise of a non-qualified stock option and the receipt of a
cash award.

     9. Replacement and Extension of the Terms of Options and Cash Awards. The
Committee from time to time may permit an Optionee (other than an Outside
Director) under the Plan or any other stock option plan heretofore or hereafter
adopted by the Holding Company or any Subsidiary to surrender for cancellation
any unexercised outstanding stock option and receive from his employing
corporation in exchange therefor an option for such number of shares of Common
Stock as may be designated by the Committee. Such Optionees also may be granted
related cash awards as provided in Section 8 hereof.

     10. Change in Control. In the event of a Change in Control, all options
previously granted and still outstanding under the Plan regardless of their
terms, shall become exercisable. For this purpose, "Change in Control" shall
mean a change in control of the Holding Company or First Federal, within the
meaning of 12 C.F.R. Section 574.4(a) (other than a change of control resulting
from a trustee or other fiduciary holding shares of Common Stock under an
employee benefit plan of the Holding Company or any of its Subsidiaries), not
approved in advance by the Holding Company's Board of Directors.

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     11. Tax Withholding. Whenever the Holding Company proposes or is required
to issue or transfer shares of Common Stock under the Plan, the Holding Company
shall have the right to require the Optionee or his or her legal representative
to remit to the Holding Company an amount sufficient to satisfy any federal,
state and/or local withholding tax requirements prior to the delivery of any
certificate or certificates for such shares, and whenever under the Plan
payments are to be made in cash, such payments shall be net of an amount
sufficient to satisfy any federal, state and/or local withholding tax
requirements. If permitted by the Committee and pursuant to procedures
established by the Committee, an Optionee who is not an Outside Director may
make a written election to have shares of Common Stock having an aggregate fair
market value, as determined by the Committee, consistent with the requirements
of Treas. Reg. Section 20.2031-2, sufficient to satisfy the applicable
withholding taxes, withheld from the shares otherwise to be received upon the
exercise of a non-qualified option. Elections by Optionees to have shares
withheld for this purpose will be subject to the following restrictions: (1)
they must be made prior to the date as of which the amount of tax withheld is
determined (the "Tax Date"), (2) they will be irrevocable, (3) they will be
subject to the disapproval of the Committee, and (4) if an Optionee is an
officer or director of the Holding Company within the meaning of Section 16 of
the 1934 Act and the Common Stock is registered under Section 12 of the 1934
Act, such elections (a) may not be made within six months of the grant of the
option, (b) must be made either more than six months prior to the Tax Date or in
the ten day "window period" beginning on the third day following the release of
the Holding Company's quarterly or annual financial statements, and (c) may not
be made until the Holding Company shall have been subject to the reporting
requirements of the 1934 Act for at least one year and shall have filed all
reports and statements required to be filed under the 1934 Act during such year.

     12. Amendment. The Board of Directors of the Holding Company may amend the
Plan from time to time and, with the consent of the Optionee, the terms and
provisions of his option or cash award, except that without the approval of the
holders of at least a majority of the shares of the Holding Company voting in
person or by proxy at a duly constituted meeting or adjournment thereof:

          (a) the number of shares of stick which may be reserved for issuance
     under the Plan may not be increased except as provided in Section 7 hereof;

          (b) the period during which an option may be exercised may not be
     extended beyond ten (10) years and one day from the date on which such
     option was granted;

          (c) the class of persons to whom options or cash awards may be granted
     under the Plan shall not be modified materially;

          (d) amendments will not be made which would cause the Plan or
     transactions by officers and directors thereunder to cease to comply with
     Rule 16b-3 promulgated under the 1934 Act, or any successor rule, unless
     the Holding Company at the time has ceased to have its Common Stock
     registered under Section 12 of the 1934 Act; and

          (e) the number of shares subject to options to be granted to Outside
     Directors or the date of grant or the exercise price and other terms
     thereof shall not be changed except as provided in Section 7 hereof unless
     the Holding Company at the time has ceased to have its Common Stock
     registered under Section 12 of the 1934 Act; provided further that in any
     event any such provisions in the Plan governing outside director options
     may not be amended more than once every six (6) months other than to
     comport with changes in the Code or the rules thereunder.

     No amendment of the Plan, however, may, without the consent of the
Optionees, make any changes in any outstanding options or cash awards
theretofore granted under the Plan which would adversely affect the rights of
such Optionees.

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     13. Termination. The Board of Directors of the Holding Company may
terminate the Plan at any time and no option or cash award shall be granted
thereafter. Such termination, however, shall not affect the validity of any
option or cash award theretofore granted under the Plan. In any event, no
incentive stock option may be granted under the Plan after the date which is
ten (10) years from the effective date of the Plan.

     14. Successors. This Plan shall be binding upon the successors and assigns
of the Holding Company.

     15. Governing Law. The terms of any options granted hereunder and the
rights and obligations hereunder of the Holding Company, the Optionees and
their successors in interest shall, except to the extent governed by federal
law, be governed by Indiana law.

     16. Government and Other Regulations. The obligations of the Holding
Company to issue or transfer and deliver shares under options granted under the
Plan or make cash awards shall be subject to compliance with all applicable
laws, governmental rules and regulations, and administrative action.

     17. Effective Date. The Plan shall become effective if and when First
Federal becomes a federal stock savings bank; provided, however, that any grant
of options pursuant to the Plan shall be subject to the approval of the Plan by
the holders of at least a majority of the shares of the Holding Company voting
in person or by proxy at a duly constituted meeting, or adjournment thereof,
held within 12 months after such effective date of the Plan, and any options
granted pursuant to the Plan may not be exercised until the Board of Directors
of the Holding Company has been advised by counsel that such approval has been
obtained and all other applicable legal requirements have been met.

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