RETIREMENT AGREEMENT

Exhibit 10.1

RETIREMENT AGREEMENT

        THIS RETIREMENT AGREEMENT (this “Agreement”) is made and entered into by and between First Indiana Bank, N.A. (“Bank”) and David A. Lindsey (“Employee”), an Indiana resident (collectively, the “Parties”).

        The Parties agree as follows:

        1. Employee has elected to retire effective January 18, 2007 (the “Retirement Date”).

        2. In consideration of the agreements and promises made by Employee and Bank in this Agreement, Bank will pay Employee Two Hundred Fifty-nine Thousand Nine Hundred Fifty-seven Dollars ($259,957) on July 19, 2007; all usual and customary withholding taxes shall be deducted from the foregoing payment.

        3. As of the effective date of this Agreement, all outstanding restricted stock, deferred shares, equity grants (excluding all stock options), and management incentive awards held by or in favor of Employee are cancelled and all of Employee’s rights, benefits, and interests under or pursuant to any of the foregoing are forfeited. Provided however, Employee’s rights and interests in all stock in the First Indiana Corporation Employee Stock Purchase Plan, its 401(k) plan, and all stock options are excluded from any cancellation or forfeiture set forth in this Section 3.

        4. The foregoing payments shall constitute a complete settlement and satisfaction of any and all present or potential claims for loss of wages, including vacation pay and any and all other forms of compensation, bonuses or benefits of employment, reinstatement, severance pay, compensatory damages, punitive damages, declaratory relief, interest, attorneys’ fees, costs,

other litigation fees, and any and all other forms of monetary or injunctive relief. After the Retirement Date, Bank shall have no continuing liability to Employee for any compensation or benefits of employment (retirement benefits payable to Employee including but not limited to retiree health insurance and benefits from the defined benefit and other applicable retirement plans are not impacted or modified by this Agreement and Employee’s rights to stock options and stock as set forth in Paragraph 3 also are not affected by this Agreement).

        5. In consideration of the agreements and promises made by Bank in this Agreement, Employee hereby releases and forever discharges Bank, its owners, officers, directors, agents, and attorneys, from any and all claims, demands, contracts, agreements, liabilities, actions, or causes of action which Employee had, has, or may have on account of, arising out of, or related to: (a) Employee’s employment with Bank or the separation of his employment, including without limitation, any and all claims, demands, liabilities, actions or causes of action arising under Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; Sections 1981 through 1988 of Title 42 of the United States Code; the Employee Retirement Income Security Act of 1974; the federal Fair Labor Standards Act of 1938; the federal Age Discrimination in Employment Act of 1967; the federal Americans with Disabilities Act of 1990; the Occupational Safety and Health Act; the Family and Medical Leave Act of 1993; the Equal Pay Act; Indiana’s civil rights statutes; Indiana’s payment-of-wages statutes; and any and all other federal, state and local laws governing terms and conditions of employment, wages and hours, employment discrimination, any and all other matters; and (b) all other matters occurring prior to the effective date of this Agreement.

        6. A breach by Employee of any provision of this Agreement obligates Employee to return to Bank all monies paid out under this Agreement at the time of the breach, and permits

Bank to pursue any other legal or equitable relief to which it is otherwise entitled as the result of such breach. Employee will be responsible for payment of Bank’s reasonable attorneys’ fees incurred as a result of a successful effort to pursue legal action against Employee in connection with such breach.

        7. This Agreement may not be modified, altered, or changed except upon the express written consent of both Parties in which specific reference is made to thi