FIRST INDIANA CORPORATION 2004 EXECUTIVE COMPENSATION PLAN Restricted Stock Agreement

3. Share Award. The Employers hereby award to the Grantee, subject to the terms and conditions of the Plan, and subject to the terms and conditions set forth in this Agreement, Five Thousand (5,000) 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 and 6. 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 Compensation Committee shall have the authority, in its discretion, to waive the provisions of Sections 5 and 6 and to shorten the Restricted Period as to any or all of the Restricted Shares and thereby to cause such Restricted Shares to vest at an earlier date, whenever the Compensation Committee may determine that such action is appropriate by reason of changes in applicable tax or other laws or by reason of other changes and circumstances occurring after the Date of Grant.

5. Forfeiture Upon Interruption or Termination of Continuous Status.  If the Grantee's Continuous Status is interrupted or terminated prior to the close of the Restricted Period, the Restricted Shares shall be forfeited and cancelled; provided, however, that the provisions of this section shall not be deemed to limit the authority of the Committee to declare the Restricted Shares fully vested notwithstanding such interruption or termination; provided further, that if the Grantee’s Continuous Status is terminated by the Bank without Cause (as defined below) at any time during the Restricted Period, the Restricted Shares shall be deemed to have become fully vested upon such termination and no longer shall be subject to forfeiture. “Cause” when used in connection with termination of the Grantee’s employment or Continuous Status, shall have the meaning set forth in any then-effective employment agreement between the Grantee and his or her Employer. In the absence of such an employment agreement provision, “Cause” means: (a) conviction of any crime (whether or not involving an Employer) constituting a felony in the jurisdiction involved; (b) engaging in any substantiated act involving moral turpitude; (c) engaging in any act which, in each case, subjects, or if generally know would subject, an Employer to public ridicule or embarrassment; (d) material violation of his or her Employer’s policies, including, without limitation, those relating to sexual harassment or the disclosure or misuse of confidential information; or (e) serious neglect or misconduct in the performance of the Grantee’s duties for his Employer or willful or repeated failure or refusal to perform such duties. The Compensation Committee shall have the right to determine whether the termination of the Grantee’s employment or Continuous Status is a dismissal for Cause and the date of the termination in such a case, which date the Compensation Committee may deem to be the date of the action that is a Cause for dismissal. Such determination of the Compensation Committee shall be final, binding, and conclusive.

6. Certificates for Restricted Shares. The Corporation shall issue one or more certificates in respect of the Restricted Shares in the name of the Grantee and shall hold such certificate or certificates on deposit for the account of the Grantee until the expiration of the Restricted Period and in accordance with the Plan. Each such certificate shall bear the following legend:

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