Exhibit 10.10

                            FIRST INDIANA CORPORATION
                            2002 STOCK INCENTIVE PLAN

                            Deferred Shares Agreement

DS NO. ___

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

      1.  Reference to Plan.  The Deferred  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  Deferred  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
Deferred  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 October 20, 2004,  the date as of which the Deferred
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

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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 extra-achievement  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 extra achievement 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.

      "Deferred Shares" mean the shares of Common Stock to which the Grantee may
become  entitled under 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 9 below.

      3. Deferred  Share Award.  The  Employers  hereby award to the Grantee the
right to  receive  ______  shares  of  Common  Stock,  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.  The  Corporation  shall
establish  and  maintain a  bookkeeping  account  for the  Grantee to record the
Deferred  Shares  hereby  awarded and  transactions  and events  affecting  such
Deferred  Shares.  The Deferred  Shares and other items reflected in the account
will represent only bookkeeping  entries by the Corporation to evidence unfunded
obligations of the Corporation.

      4.  Restrictions  on Transfer.  The  Deferred  Shares will vest and become
issuable at the expiration of the Restricted  Period,  subject to the provisions
of Sections 5, 6 and 8. Unless and until such time as the restrictions specified
in this Agreement no longer apply, the Grantee may not assign, transfer,  pledge
or  otherwise  encumber  his  rights  under  this  Agreement.  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
Deferred  Shares and thereby to cause such Deferred 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  Termination of Continuous  Status.  If the Grantee's
Continuous  Status with the Employers  terminates  during the Restricted  Period
otherwise  than by reason of a  Qualifying  Circumstance,  this  Award  shall be
forfeited.  If the Grantee's  Continuous Status terminates during the Restricted
Period by reason  of a  Qualifying  Circumstance,  the  Compensation  Committee,
within 90 days after such  termination,  may declare the Grantee to be vested as
to a  fraction  of this  Award,  the  numerator  of which is the  number of full
calendar months in the Performance Period prior to such termination in which the
Grantee  maintained  Continuous  Status,  and the  denominator  of  which is 26,
provided the

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Performance Goals ultimately are attained. The remainder of the Award, or all of
the  Award  if  the  Performance  Goals  ultimately  are  not  attained  or  the
Compensation Committee fails or refuses within such 90 day period to declare the
Grantee  vested  as  to  such  fraction  of  the  Award,   shall  be  forfeited,
notwithstanding  the fact that such  termination  was by reason of a  Qualifying
Circumstance.  If the Grantee, in connection with a Change in Control, ceases to
be director,  officer,  employee or  Consultant  of the  Employers and becomes a
director,  officer, employee or Consultant of the successor to an Employer or an
affiliate of such successor, the Grantee's Continuous Status shall not be deemed
to have  terminated  unless  and until  the  Grantee  ceases  to be a  director,
officer,  employee  or  Consultant  of  such  successor  or  affiliate  and  its
successors.  For purposes of this section, the Grantee's Continuous Status shall
be deemed to terminate before the end of the Restricted Period,  even if it does
not actually so terminate,  if,  before the end of the  Restricted  Period,  and
before the  occurrence  of a Change of Control,  (i) the Grantee gives notice to
the  Grantee's  Employer  or  Employers  of the  termination  of  the  Grantee's
association  with  the  Employers  in all  capacities  as a  director,  officer,
employee or Consultant effective as of a date before or within 60 days after the
end of the  Restricted  Period,  (ii) the  Grantee  takes  any  action,  such as
accepting  another  position,  that  indicates the Grantee  definitely  plans to
terminate the Grantee's  association with the Employers before or within 60 days
after the end of the  Restricted  Period,  or (iii) the  Grantee's  Employer  or
Employers  give notice to the Grantee that the  Grantee's  association  with the
Employers in all  capacities as a director,  officer,  employee or Consultant is
being  terminated  as of a date  prior to or within 30 days after the end of the
Restricted  Period.  The  provisions of this section are subject to any contrary
provisions  of Section 10 below  regarding  the vesting of part or this Award in
certain events involving a Change of Control.

      6. Forfeiture Upon Failure to Meet Performance  Goals. If the Compensation
Committee,  by  formal  action  taken  prior to the date six  months  after  the
expiration  of the  Restricted  Period,  determines  that the  extra-achievement
Performance  Goals under the  2003-05  Incentive  Program  cannot be or were not
attained, the Award thereupon shall be forfeited.

      7. Grantee's Rights as Stockholder;  Voting;  Dividends.  Unless and until
this  Award  vests and  shares of Common  Stock  are  issued to the  Grantee  in
satisfaction  of the Award,  the Grantee shall not have any voting,  dividend or
other rights of a shareholder in respect of the Deferred Shares.  However,  cash
dividends the record date for which is after  December 31, 2006 shall be payable
in respect of the  Deferred  Shares to the extent  the  Deferred  Shares  become
vested.

      8. Certification of Committee and Delivery of Shares.  Except as otherwise
provided in Section 10, the Deferred  Shares shall not become  vested unless the
Compensation  Committee, by formal action taken on or prior to a date six months
after the close of the Restricted  Period,  determines and certifies pursuant to
Section  6.3 of the  2004  ECP  that  the  extra-achievement  Performance  Goals
established for the 2003-05  Incentive  Program have been attained.  If and when
the  Compensation  Committee makes such  certification,  the  Corporation  shall
deliver to the Grantee a  certificate  for the number of shares of Common  Stock
represented by the Deferred Shares.

      9. Adjustments for Changes in  Capitalization  of the Corporation.  In the
event of any change in the outstanding  shares of Common Stock subsequent to the
Date of Grant by reason of any  reorganization,  recapitalization,  stock split,
stock dividend, combination or exchange of shares, merger, consolidation, or any
change in the corporate  structure of the Corporation or in the shares of Common

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Stock,  the number and class of Deferred  Shares covered by this Agreement shall
be appropriately  adjusted by the Compensation  Committee,  whose  determination
shall be conclusive.

      10. Effect of Change of Control.

      (a) If a Change of Control  occurs more than four months before the end of
the  Restricted  Period,  the Grantee may elect to become vested in respect of a
fraction of the Deferred  Shares,  the  numerator of which is the number of full
calendar  months in the  Performance  Period prior to the effective date of such
Change of Control in which the  Grantee  maintained  Continuous  Status with the
Employers,  and the  denominator  of  which  is 26,  in lieu of  continuing  the
Grantee's  participation in the 2003-05  Incentive  Program for the remainder of
the  Restricted  Period.  Such  an  election  must be  made  in  writing  to the
Compensation  Committee  before or within 30 days after the  occurrence  of such
Change of Control and no later than four months before the end of the Restricted
Period.  If such election is made,  distribution of shares of Common Stock under
Section  8 shall  be made  before  or  within  15 days  after  the  later of the
occurrence of such Change of Control or the delivery of such writing. If such an
election  is made,  the Grantee  shall  forfeit the  remainder  of the  Deferred
Shares,  regardless of whether the  Performance  Goals  ultimately are attained,
unless subsection 10(b) applies. If the Grantee terminates  employment within 30
days after the  occurrence  of a Change of Control  that  occurs  more than four
months before the end of the Restricted  Period,  the Grantee shall be deemed to
have made and  perfected an election  under this  subsection at the time of such
termination of employment.

      (b) If a Change of Control  occurs after the  beginning but before the end
of the Restricted Period, then the Grantee shall become vested in respect of all
of the Deferred Shares,  regardless of whether the Performance  Goals ultimately
are attained, in each of the following events:

      (i) Upon or in  connection  with  such  Change  of  Control,  a  successor
acquires  substantially all of the assets and business of the Corporation or the
Bank (A) without assuming  (directly or through an affiliate) the Plan, the 2004
ECP, the 2003-05  Incentive Program and this Agreement in respect of the Grantee
or (B) if a written employment agreement between the Grantee and the Corporation
or a Subsidiary is in effect or becomes  effective at the time of such Change of
Control, without either (I) assuming or agreeing to honor such agreement for the
balance  of the term  thereof or (II)  entering  into a new  written  employment
agreement with the Grantee which amends or supersedes such agreement.

      (ii) Upon or after  such  Change of  Control,  and prior to the end of the
Restricted  Period,  the  Corporation,  any  Subsidiary  or a  successor  to the
Corporation or any Subsidiary  terminates the Grantee's employment without Cause
prior to the end of the term  provided for in any written  employment  agreement
between the Grantee and the  Corporation or such Subsidiary or successor that is
in effect or becomes effective upon such Change of Control or in any new written
agreement  between  the  Grantee  and  the  Corporation  or such  Subsidiary  or
successor which amends or supercedes any such agreement.

      11. Delivery and Registration of Shares of Common Stock. The Corporation's
obligation  to  deliver  shares  of  Common  Stock   hereunder   shall,  if  the
Compensation  Committee  so  requests,  be  conditioned  upon the  receipt  of a
representation as to the investment intention of the Grantee or any other person
to whom  such  shares  are to be  delivered,  in such  form as the  Compensation
Committee  shall  determine  to be  necessary  or  advisable  to comply with the
provisions  of the  Securities  Act of 1933, as amended,  or any other  federal,
State or local securities legislation. In requesting any such representation,

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it may be provided that such representation requirement shall become inoperative
upon a registration of such shares or other action  eliminating the necessity of
such representation  under such Securities Act or other securities  legislation.
The Corporation shall not be required to deliver any shares under this Agreement
prior to (i) the  admission  of such shares to listing on any stock  exchange on
which the shares of Common Stock may then be listed,  and (ii) the completion of
such  registration  or other  qualification  of such  shares  under any state or
federal law, rule or regulation,  as the Compensation  Committee shall determine
to be necessary or advisable.

      12.  Withholding Tax. Upon vesting of the Deferred  Shares,  the Grantee's
Employer  shall have the right to require the Grantee or other person  receiving
shares of Common Stock in  satisfaction  thereof to pay such Employer the amount
of any taxes which it is required to withhold with respect to such shares or, in
lieu thereof,  to retain,  or sell without notice,  a sufficient  number of such
shares to cover the amount required to be withheld.

      13. Notices.  Any notices provided for in this option or the Plan shall be
given in writing.  Notices to the Employers  shall be delivered to the President
of the Corporation, or shall be left for or mailed to such President at the main
office  of the  Corporation,  and  shall be  deemed  effectively  given  when so
delivered or left or, if mailed,  when received at such main office.  Notices to
the  Grantee  shall be mailed  and shall be deemed  effectively  given five days
after  deposit in the United  States  mail,  postage  prepaid,  addressed to the
Grantee at the last address provided by the Grantee to the Corporation.

      14. Plan and Plan Interpretations as Controlling.  The Deferred Shares and
the terms and  conditions  herein set forth are  subject in all  respects to the
terms  and  conditions  of the  Plan,  the  2004 ECP and the  2003-05  Incentive
Program,  which are controlling.  All determinations and  interpretations of the
Compensation  Committee  shall be binding and conclusive upon the Grantee or his
legal representatives with regard to any question arising hereunder or under the
Plan, the 2004 ECP or the 2003-05 Incentive Program.

      15.  Award Not a Service  Contract.  This  Award is not an  employment  or
service contract, and nothing in this Agreement shall be deemed to create in any
way  whatsoever  any obligation on the Grantee's part to continue in the service
of the Corporation or any  Subsidiary,  or on the part of the Corporation or any
Subsidiary to continue the Grantee in its service.

      16.  Grantee  Acceptance.  The Grantee shall signify his acceptance of the
terms and  conditions of this  Agreement by signing on the space  provided below
and returning a signed copy hereof to the Corporation.

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      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
executed as of __________________. FIRST INDIANA CORPORATION

                                                  By: __________________________
                                                      Marni McKinney, CEO

                                                           "Corporation"

                                                  FIRST INDIANA BANK

                                                  By: __________________________
                                                      Marni McKinney, Chairman

                                                            "Bank"

                                                  ACCEPTED:

                                                  ______________________________
                                                           (Name)

                                                  ______________________________
                                                         (Street Address)

                                                  ______________________________
                                                      (City, State & Zip Code)

                                                           "Grantee"