Exhibit 10.5

                            FIRST INDIANA CORPORATION
                            SUPPLEMENTAL BENEFIT PLAN
                                 PLAN AGREEMENT

      THIS AGREEMENT is made as of the first day of June, 2004, by and between
First Indiana Corporation (hereinafter referred to as the "Employer") and Robert
H. Warrington, (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 maintain a Supplemental
Benefit Plan; 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.    Benefits. 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 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 he has completed five years of service with the
            Employer and its affiliates, 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 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.    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


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            of each distribution shall be determined as though an amount equal
            to the lump sum actuarial equivalent of the Employee's base
            retirement benefit (payable in the monthly amount determined in
            accordance with Section 4.1 of the Plan) 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 numerator of
            which is one, and the denominator of which is the excess of the
            total number of distributions to be made over 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. The amounts of such distributions shall be determined not only
            with regard to the earnings, gains and losses of such hypothetical
            investment fund but also with regard to the brokerage commissions
            and transaction costs incurred in the investment thereof. 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.

      4.    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 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


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            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)   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 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,


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                  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 4, 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, it is possible that parachute payments 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 4. 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 applicable
                  to the Employee in the year of receipt of the payments, unless
                  the Employee agrees otherwise.

            (e)   In the event the Plan or this Agreement is subject to Section
                  18(k) of the Federal


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                  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.

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

                                                 Employer:

                                                 FIRST INDIANA CORPORATION

                                                 By:_________________________
                                                    Robert H. McKinney, Chairman

EMPLOYEE:

_____________________________
Robert H. Warrington

_____________________________
Street Address or P. O. Box

_____________________________
City, State, Zip


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