Exhibit 10.8

                            FIRST INDIANA CORPORATION
                            2004-06 INCENTIVE PROGRAM
                            FOR ROBERT H. WARRINGTON

1.    Recitations.

      1.1.  This incentive program is established pursuant to the First Indiana
            Corporation 2004 Executive Compensation Plan (the "2004 ECP").

2.    Restricted Stock Award.

      2.1.  Robert H. Warrington is awarded ______ shares of restricted stock,
            contingent on his continued service through December 31, 2006, the
            attainment of the basic performance target established under the
            2004 ECP for the two-year period ending December 31, 2005, and the
            attainment of the basic performance targets established under the
            2004 ECP for the 2006 calendar year.

      2.2.  The restricted stock award under this Section 2.2 is made pursuant
            to the 2004 ECP and the 2002 Stock Incentive Plan.

3.    Deferred Shares Award.

      3.1.  An award of _______ deferred shares is made to Robert H. Warrington
            pursuant to the 2004 ECP, contingent on his continued service
            through December 31, 2006, the attainment of the basic performance
            target established under the 2004 ECP for the two-year period ending
            December 31, 2005, and the attainment of the extra achievement
            performance targets established under the 2004 ECP for the 2006
            calendar year.

4.    Additional Terms and Conditions.

      4.1.  The Compensation Committee has determined that Robert H. Warrington
            is or is likely to become a Covered Employee for purposes of the
            2004 ECP. Accordingly, the awards to him under this program are
            subject to Section 6.3 of the 2004 ECP and shall vest only if and
            when the Compensation Committee determines and certifies that the
            applicable performance goals were met.

      4.2.  Inasmuch as Robert H. Warrington is an employee of the Corporation,
            the awards to him under this program are made by the Corporation,
            and the settlement of such awards shall be made by and at the
            expense of the Corporation.

      4.3.  The base level and extra achievement level performance targets
            established under the 2004 ECP for the 2006 calendar year are set
            forth as ranges, with each having a minimum and a maximum. In each
            case, if the maximum or more than the maximum is attained, the full
            award may vest. If the minimum or less than the minimum is attained,
            no part of the award may vest. If more than the minimum

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            and less than the maximum is attained, a pro rata portion of the
            award may vest. However, the performance target established under
            the 2004 ECP for the two-year period ending December 31, 2005 is
            fixed, and unless that target is attained or exceeded, no portion of
            any of the awards under this program may vest.

      4.4.  In establishing the performance targets for purposes of this
            program, the Compensation Committee took into account the
            anticipated effect on the Corporation's 2004, 2005 and 2006 diluted
            earnings per share of the Corporation's 2004 restructuring plan.
            However, in establishing such targets, the Compensation Committee
            did not take into account the impact on such earnings of the
            anticipated change in the accounting rules relating to the expensing
            of stock option. Accordingly, for purposes of this program, the
            Corporation's 2004, 2005 and 2006 diluted earnings per share will
            not be adjusted in respect of the effect thereon of implementing the
            Corporation's 2004 restructuring plan but will be adjusted in
            respect of the effect thereon of such accounting rule change.

5.    Shareholder Approval. The 2004 ECP was adopted subject to shareholder
      approval. If the shareholders of the corporation fail to approve the 2004
      ECP (as the same may be amended prior to or in connection with its
      submission to the shareholders for approval) at or before the 2005 annual
      meeting, the 2004 ECP, this incentive program, and all awards made or
      continued pursuant to the 2004 ECP, including those made to Robert H.
      Warrington under this incentive program, shall be null and void.


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