Restricted Stock Agreement (2004)Full Document 

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                           Restricted Stock Agreement

RS NO. ___

      The   Compensation   Committee  of  First  Indiana   Corporation  and  its
Subsidiaries (collectively,  the "Employers") hereby awards Restricted Shares of
the Corporation's  Common Stock to Robert H. Warrington (the "Grantee") upon the
following terms and conditions:

      1. Reference to Plan. The Restricted  Shares awarded by this Agreement are
granted pursuant to the First Indiana Corporation 2002 Stock Incentive Plan (the
"Plan").  A copy of the Plan,  as in effect  on the Date of Grant,  is  attached
hereto and  incorporated  herein by reference.  No amendment of the Plan adopted
after the Date of Grant  shall apply to the  Restricted  Shares  unless,  by its
express  provisions,  it is effective  retroactive  to the Date of Grant or some
earlier  date. No such  retroactive  amendment  may,  without the consent of the
Grantee, adversely affect the rights of the Grantee under this Agreement.

      2.  Reference  to the  2004 ECP and the  2003-05  Incentive  Program.  The
Restricted  Shares awarded by this  Agreement  also are granted  pursuant to the
incentive compensation program that has been established under the First Indiana
Corporation  2004 Executive  Compensation  Plan (the "2004 ECP") for performance
periods ending  December 31, 2005.  References  herein to the 2003-05  Incentive
Program  refer to the  program  so  established.  Copies of the 2004 ECP and the
2003-05 Incentive Program,  both as in effect on the Date of Grant, are attached
hereto and incorporated herein by reference.

      2. Definitions.  For purposes of this Agreement and any amendments hereto,
the terms  defined in Article IV of the Plan or Section 3 of the 2004 ECP,  when
capitalized,  shall have the same meanings as the meanings  ascribed to them for
purposes of the Plan or the 2004 ECP,  unless a  different  meaning is set forth
herein,  or unless a different  meaning is plainly required by the context.  For
purposes of this Agreement and any amendments  hereto, the following terms, when
capitalized,  shall have the following  meanings,  unless a different meaning is
plainly required by the context:

      "Bank" means First Indiana Bank,  N.A., a  wholly-owned  Subsidiary of the
Corporation.

      "Common Stock" means shares of the common stock, par value $.01 per share,
of the Corporation.

      "Date of Grant"  means  ___________,  the date as of which the  Restricted
Shares awarded by this Agreement are being awarded.

      "Disability"  means,  with  reference to any  termination of the Grantee's
Continuous  Service as an  employee  of the  Employers,  any  physical or mental
impairment  of the Grantee that  qualifies the Grantee for  disability  benefits
under the terms of the long term  disability  plan of the Grantee's  Employer in
effect



at the time of such  termination and that is expected to last at least 12 months
from the date of such termination or to result in death within such period of 12
months.

      "Qualifying  Circumstance"  means,  with reference to an  interruption  or
termination of the Grantee's  Continuous Status as an employee of the Employers,
an  interruption  or termination  (i) that occurs due to the Grantee's  death or
Disability, (ii) that occurs after the Grantee has attained age 62 and completed
25 years of service, or (iii) that the Compensation  Committee determines (A) to
be due to a reduction  in force,  reallocation  of  responsibilities  or similar
initiative  of the  Corporation  or the  Bank  and  (B) to be  unrelated  to any
dissatisfaction, merited or unmerited, with the Grantee's job performance.

      "Performance Goals" refer to the Performance Goals that are established in
accordance with the 2004 ECP for the 2003-05 Incentive Program and that normally
must be attained  in order for awards  under the  2003-05  Incentive  Program to
become vested.

      "Restricted  Period" means the period commencing on the Date of Grant, and
ending  on  December  31,  2006,  or on such  earlier  date as the  Compensation
Committee may determine pursuant to Section 4.

      "Restricted  Shares"  mean the  shares of  Common  Stock  awarded  by this
Agreement,  including any shares of Common Stock or other securities distributed
in respect  thereof,  or in  substitution  therefor,  by reason of an adjustment
provided for in Section 10 below.

      3. Share Award. The Employers hereby award to the Grantee,  subject to the
terms and conditions of the Plan and the 2003-05 Incentive Program,  and subject
to the terms and conditions set forth in this  Agreement,  __________  shares of
Common Stock.

      4.  Restrictions  on  Transfer.  The  Restricted  Shares  will vest at the
expiration of the Restricted Period,  subject to the provisions of Sections 5, 6
and 9.  Unless  and  until  such  time  as the  restrictions  specified  in this
Agreement no longer apply, the Grantee may not sell, assign, transfer, pledge or
otherwise encumber the Restricted Shares,  except as hereinafter  provided.  The

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