Exhibit 10.11

                            FIRST INDIANA CORPORATION
                            2002 STOCK INCENTIVE PLAN

                           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

<PAGE>

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
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  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,  the  Restricted  Shares
shall be forfeited and cancelled.  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 the Restricted Shares, 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  Performance  Goals  ultimately  are
attained.  The  remainder of the  Restricted  Shares,  or all of the  Restricted
Shares 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


                                      -2-
<PAGE>

such  fraction of the  Restricted  Shares,  shall be  forfeited  and  cancelled,
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  11 below  regarding  the  vesting of part or all of the
Restricted Shares 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 Performance Goals under
the 2003-05  Incentive  Program  cannot be or were not attained,  the Restricted
Shares thereupon shall be forfeited and returned to the Corporation.

      7. 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 thereafter for a
period of up to six months pending formal action by the  Compensation  Committee
in  accordance  with  Section 9 below.  Each  such  certificate  shall  bear the
following legend:

      The   transferability   of  this  certificate  and  the  shares  of  stock
      represented  hereby  are  subject to the terms and  conditions  (including
      forfeiture)   contained  in  the  First  Indiana  Corporation  2002  Stock
      Incentive  Plan  ("Plan"),  the First Indiana  Corporation  2004 Executive
      Compensation  Plan ("2004 ECP"), the 2003-05  Incentive Program (the "2004
      Incentive  Program") and an Agreement  entered into between the registered
      owner and First Indiana Corporation. Copies of the Plan, the 2004 ECP, the
      2003-05  Incentive  Program and the Agreement are on file in the office of
      the Secretary of First Indiana Corporation, 135 North Pennsylvania Street,
      Suite 2800, Indianapolis, Indiana 46204.

Upon  execution  of this  Agreement,  the  Grantee  shall  execute a stock power
endorsed in blank and promptly deliver such stock power to the Corporation.


                                      -3-
<PAGE>

      8. Grantee's Rights as Stockholder; Voting; Dividends. Except as otherwise
provided herein, the Grantee, as owner of the Restricted Shares,  shall have all
the rights of a stockholder, including, but not limited to, the right to receive
all cash  dividends  paid on the  Restricted  Shares  and the  right to vote the
Restricted  Shares.  However,  cash dividends the record date for which is after
December 31, 2006, or after the termination of the Grantee's  Continuous  Status
with the Employers,  shall be subject to the same restrictions applicable to the
Restricted  Shares and shall be payable in respect of the Restricted Shares only
to the extent the Restricted Shares become vested.

      9. Certification of Committee and Delivery of Shares.  Except as otherwise
provided in Section 11, the Restricted 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  Performance  Goals  established  for the
2003-05  Incentive  Program  have been  attained.  If and when the  Compensation
Committee  makes  such   certification,   the  Corporation  shall  exchange  the
previously  issued  certificates in respect of such shares for a new certificate
in respect of such shares that does not bear the legend  provided for in Section
7 above.  The Corporation  shall deliver such new certificate to the Grantee and
shall  relinquish  to the Grantee the stock power in respect of such shares held
by the Corporation pursuant to Section 7.

      10.  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
Stock, the number and class of Restricted Shares covered by this Agreement shall
be appropriately  adjusted by the Compensation  Committee,  whose  determination
shall be conclusive.  Any shares of Common Stock or other securities distributed
in respect of the Restricted Shares as a result of any of the foregoing shall be
held by the  Corporation  on deposit for the  account of the  Grantee  until the
expiration of the  Restricted  Period and shall be subject to the forfeiture and
other  provisions of this Agreement to the same extent and in the same manner as
the  previously   issued  Restricted  Shares  in  respect  of  which  they  were
distributed.

      11. 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 Restricted  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  unrestricted  shares under
Section  9 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  Restricted
Shares,  regardless of whether the  Performance  Goals  ultimately are attained,
unless subsection 11(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


                                      -4-
<PAGE>

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 Restricted 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.

      12. 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, 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.

      13.  Withholding  Tax. Upon vesting of the  Restricted  Shares (or at such
earlier time as an election is made by the Grantee  under  Section  83(b) of the
Internal Revenue Code of 1986, as amended,  or any successor  provision thereto,
to include the value of the Restricted Shares in taxable income),  the Grantee's
Employer  shall have the right to require the Grantee or other person  receiving
the  Restricted  Shares to pay such Employer the amount of any taxes which it is
required to withhold with respect to the Restricted  Shares or, in lieu thereof,
to retain,  or sell without notice, a sufficient number of the Restricted Shares
to cover the amount  required to be  withheld.  The  Corporation  shall have the
right to deduct from all dividends paid on the  Restricted  Shares the amount of
any taxes which the  Employers  are  required to withhold  with  respect to such
dividend payments.


                                      -5-
<PAGE>

      14. 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.

      15. Plan and Plan  Interpretations  as Controlling.  The Restricted 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.

      16.  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.

      17.  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.

      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:

                                                  ______________________________
                                                  Robert H. Warrington

                                                  ______________________________
                                                         (Street Address)

                                                  ______________________________
                                                      (City, State & Zip Code)

                                                           "Grantee"


                                      -6-
<PAGE>

                             IRREVOCABLE STOCK POWER

      FOR VALUE RECEIVED,  the undersigned does hereby sell, assign and transfer
to First  Indiana  Corporation,  ________  shares of the  common  stock of First
Indiana  Corporation  represented by Certificate Nos.  _____________  (including
additional  shares of such common stock  distributed  as dividends in respect of
such shares or any such additional shares) now or hereafter standing in the name
of the undersigned on the books of said Corporation.

      The undersigned hereby irrevocably  constitutes and appoints National City
Bank to  transfer  the said shares on the books of said  Corporation,  with full
power of substitution in the premises.

      Dated:

                                                            ____________________
                                                            Robert H. Warrington