FIRST INDIANA CORP
REVISED 2003-05 INCENTIVE PLAN
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<TYPE>EX-10.7
<SEQUENCE>8
<FILENAME>e19399ex10_7.txt
<DESCRIPTION>REVISED 2003-05 INCENTIVE PLAN
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                                                                    Exhibit 10.7

                            FIRST INDIANA CORPORATION
                        REVISED 2003-05 INCENTIVE PROGRAM

1.    Recitations.

      1.1.  This Revised 2003-05 Incentive Program ("Revised Program") is
            established pursuant to the First Indiana Corporation 2004 Executive
            Compensation Plan (the "2004 ECP").

      1.2.  The 2004 ECP was adopted and replaced the First Indiana Corporation
            Long-Term Management Performance Plan (the "1997 LTMPP") effective
            October 20, 2004.

      1.3.  The Revised Program continues, modifies and replaces the incentive
            program that was established pursuant to the 1997 LTMPP for the
            three-year period ending December 31, 2005 (the "2003-05 LTIP").

      1.4.  The Compensation Committee has determined that Participants in the
            Revised Program who were participants in the 2003-05 LTIP should
            have the opportunity to earn the same amounts and benefits under the
            Revised Program that they could have earned under the 2003-05 LTIP
            but that such compensation should be subject to the terms and
            conditions of the Revised Program and the 2004 ECP instead of those
            of the 2003-05 LTIP and the 1997 LTMPP.

2.    Awards to Group A Participants.

      2.1.  Marni McKinney, Robert H. McKinney and Robert H. Warrington are the
            designated Group A Participants under the Revised Program.

      2.2.  Restricted Stock Awards.

            2.2.1.  Restricted stock awards are made to the Group A Participants
                    as follows:

                    Name                               No. of Shares

                    Marni McKinney
                    Robert H. McKinney
                    Robert H. Warrington

            2.2.2.  The restricted stock awards under this Section 2.2 are made
                    pursuant to the 2004 ECP and the 2002 Stock Incentive Plan
                    and are contingent on the attainment of the basic
                    performance targets established under the 2004 ECP for
                    purposes of the Revised Program. The award to Robert H.
                    Warrington is contingent also on his continued service
                    through December 31, 2006.

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            2.2.3.  The restricted stock awards to Marni McKinney and Robert H.
                    McKinney pursuant to this Section 2.2 continue, modify and
                    replace the awards made to them pursuant to the 2003-05 LTIP
                    and are made on the condition that they enter into amended
                    restricted stock agreements pursuant to which they consent
                    to such modification and replacement and agree that the
                    restricted stock issued to them pursuant to the 2003-05
                    LTIP, in addition to being subject to the 2002 Stock
                    Incentive Plan, shall be subject to the terms of the 2004
                    ECP and the Revised Program in lieu of being subject to the
                    1997 LTMPP and the 2003-05 LTIP.

      2.3.  Deferred Shares Award.

            2.3.1.  An award of 12,000 deferred shares is made to Robert H.
                    Warrington pursuant to the 2004 ECP, contingent on his
                    continued service through December 31, 2006 and the
                    attainment of the extra achievement performance targets
                    established under the 2004 ECP for purposes of the Revised
                    Program.

      2.4.  The Compensation Committee has determined that each of the
            designated Group A Participants is or is likely to become a Covered
            Employee for purposes of the 2004 ECP. Accordingly, the awards to
            Group A Participants under this Section 2 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.

      2.5.  Inasmuch as the designated Group A Participants are employees of the
            Corporation, the awards to them under this Section 2 are made by the
            Corporation, and the settlement of such awards shall be made by and
            at the expense of the Corporation.

3.    Awards to Group B Participants.

      3.1.  ______________ and _______________ are the designated Group B
            Participants under the Revised Program.

      3.2.  Each Group B Participant is awarded a bonus equal to up to 50% of
            his or her average annual rate of base salary during the 2003-05
            performance period contingent on his continued service through
            December 31, 2005 and the attainment of the base level performance
            targets established under the 2004 ECP for purposes of the Revised
            Program.

      3.3.  The awards under this Section 3 to ______________ and ______________
            continue, modify and replace the awards made to them pursuant to the
            2003-05 LTIP and are made on the condition that they consent in
            writing to such modification and replacement.

      3.4.  The Compensation Committee has determined that ______________ and
            __________________ are, or are likely to become, Covered Employees
            for


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            purposes of the 2004 ECP. Accordingly, the awards to them under this
            Section 3 shall be 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.

      3.5.  The designated Group B Participants are employees of the Bank.
            Accordingly, the awards to them under this Section 3 are made by the
            Bank, and the settlement of such awards shall be made by and at the
            expense of the Bank.

4.    Miscellaneous.

      4.1.  Pro Rata Awards. The base level and extra achievement level
            performance targets established under the 2004 ECP for purposes of
            the Revised Program 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 vests. If the minimum or less
            than the minimum is attained, no part of the award vests. If more
            than the minimum and less than the maximum is attained, a pro rata
            portion of the award vests.

      4.2.  Earnings Adjustments. In establishing the performance targets for
            purposes of the Revised Program, the Compensation Committee took
            into account the anticipated effect on the Corporation's 2004 and
            2005 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 options. Accordingly, for purposes of the
            Revised Program, the Corporation's 2004 and 2005 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.

      4.3.  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, the Revised Program
            and all awards made or continued pursuant to the 2004 ECP, including
            those made or continued under the Revised Program, shall be null and
            void.


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