- --------------------------------------------------------------
- --------------------------------------------------------------
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIRST INDIANA CORPORATION
(Exact name of registrant as specified in its charter)
Indiana 35-1692825
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
135 North Pennsylvania Street
Suite 2800
Indianapolis, Indiana 46204
(Address of principal executive offices) (Zip Code)
First Indiana Corporation 401(k) Plan
First Indiana Corporation 1992 Stock Option Plan
First Indiana Corporation 1992 Director Stock Option Plan
First Indiana Corporation 1991 Stock Option and Incentive Plan
First Indiana Corporation 1989 Stock Option Plan
First Indiana Corporation 1987 Stock Option and Incentive Plan
(Full title of the plans)
Robert H. McKinney
Chairman
First Indiana Corporation
135 North Pennsylvania Street, Suite 2800
Indianapolis, Indiana 46204
(Name and address of agent for service)
(317) 269-1317
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------
- ----------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price per Offering Registration
registered registered (1) Share Price Fee
- ----------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 6,249 $ 5.76 $ 35,994.24 $ 12.41
par value
$.01 per share
- ----------------------------------------------------------------
Common Stock, 98,555 $ 5.88 $ 579,503.40 $ 199.83
par value
$.01 per share
- ----------------------------------------------------------------
Common Stock, 44,779 $ 6.72 $ 300,914.88 $ 103.76
par value
$.01 per share
- ----------------------------------------------------------------
Common Stock, 96,245 $ 7.56 $ 727,612.20 $ 250.90
par value
$.01 per share
- ----------------------------------------------------------------
Common Stock, 12,492 $10.56 $ 131,915.52 $ 45.49
par value
$.01 per share
- ----------------------------------------------------------------
Common Stock, 47,874 $12.15 $ 581,669.10 $ 200.58
par value
$.01 per share
- ----------------------------------------------------------------
Common Stock, 93,183 $12.60 $1,174,105.80 $ 404.86
par value
$.01 per share
- ----------------------------------------------------------------
Common Stock, 48,300 $12.94 $ 625,002.00 $ 215.52
par value
$.01 per share
- ----------------------------------------------------------------
Common Stock, 1,000 $15.25 $ 15,250.00 $ 5.26
par value
$.01 per share
- ----------------------------------------------------------------
Common Stock, 12,492 $15.50 $ 193,626.00 $ 66.77
par value
$.01 per share
- ----------------------------------------------------------------
Common Stock, 16,656 $15.94 $ 265,496.64 $ 91.55
par value
$.01 per share
- ----------------------------------------------------------------
Common Stock, 2,316 $17.62 $ 40,807.92 $ 14.07
par value
$.01 per share
- ----------------------------------------------------------------
Common Stock, 298,965 $26.66(2) $7,970,406.90 $2,748.42
par value
$.01 per share
- ----------------------------------------------------------------
Total $12,642,304.60 $4,359.42
- ----------------------------------------------------------------
- ----------------------------------------------------------------
(1) Any additional shares to be issued as a result of stock
dividends, stock splits or similar transactions prior to the
termination of this Registration Statement shall be covered
by this registration Statement as provided in Rule 416.
(2) Determined pursuant to Rule 457(c) and (h) using average of
reported high and low prices for December 4, 1995.
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the
employee benefit plan(s) described herein.
<PAGE>
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, all of which are on file with the
Securities and Exchange Commission (the Commission ), are hereby
incorporated by reference in this registration statement:
(a) The Annual Report on Form 10-K for First Indiana
Corporation (the "Company") for the year ended
December 31, 1994;
(b) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1995, June 30, 1995 and
September 30, 1995;
(c) The Company's Proxy Statement dated March 16, 1995;
and
(d) The description of the Common Stock of the Company
contained in the Registration Statement on Form S-4, File
No. 33-3273, as amended.
All documents subsequently filed by the Company and the
First Indiana Corporation 401(k) Plan (the "Plan") pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective
amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing such reports and
documents.
For purposes of this Registration Statement, any statement
contained in a report, document or appendix incorporated or
deemed to be incorporated by reference in this Registration
Statement shall be deemed to be modified or superseded to the
extent that a statement contained in this Registration Statement
or in any subsequently filed report, document or appendix which
also is or is deemed incorporated by reference modifies or
supersedes such statement in such report, document or appendix.
Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.
Upon the written or oral request of any person to whom this
Registration Statement has been delivered, the Company will
provide without charge to such person a copy of any and all of
the information (excluding exhibits thereto unless such exhibits
are specifically incorporated by reference into such information)
that has been incorporated by reference into this Registration
Statement but not delivered herewith. Requests should be
directed to Investor Relations Department, First Indiana
Corporation, 135 North Pennsylvania Street, Indianapolis, Indiana
46204, (317) 269-1231.
-2-
<PAGE>
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters with respect to the Common Stock
offered hereby will be passed on for the Company by Bose McKinney
& Evans, Indianapolis, Indiana. David A. Butcher, a partner in
Bose McKinney & Evans, is the Secretary of the Company.
Item 6. Indemnification of Directors and Officers.
The Company is an Indiana corporation. Chapter 37 of The
Indiana Business Corporation Law (the "IBCL") requires a
corporation, unless its articles of incorporation provide
otherwise, to indemnify a director or an officer of the
corporation who is wholly successful, on the merits or otherwise,
in the defense of any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal, against reasonable
expenses, including counsel fees, incurred in connection with the
proceeding. The Company's Articles of Incorporation do not
contain any provision prohibiting such indemnification.
The IBCL also permits a corporation to indemnify a director,
officer, employee or agent who is made a party to a proceeding
because the person was a director, officer, employee or agent of
the corporation against liability incurred in the proceeding if
(i) the individual's conduct was in good faith and (ii) the
individual reasonably believed (A) in the case of conduct in the
individual 's official capacity with the corporation that the
conduct was in the corporation's best interests and (B) in all
other cases that the individual's conduct was at least not
opposed to the corporation's best interests and (iii) in the case
of a criminal proceeding, the individual either (A) had
reasonable cause to believe the individual's conduct was lawful
or (B) had no reasonable cause to believe the individual's
conduct was unlawful. The Company's bylaws contain a provision
substantially identical to this IBCL provision. The IBCL also
permits a corporation to pay for or reimburse reasonable expenses
incurred before the final disposition of the proceeding and
permits a court of competent jurisdiction to order a corporation
to indemnify a director or officer if the court determines that
the person is fairly and reasonably entitled to indemnification
in view of all the relevant circumstances, whether or not the
person met the standards for indemnification otherwise provided
in the IBCL.
The Company has in effect a policy of liability insurance
covering its directors and officers.
-3-
<PAGE>
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
3 Articles of Incorporation and Bylaws of First Indiana
Corporation, incorporated by reference to Exhibit 3(a) to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1994.
5 Opinion and consent of Bose McKinney & Evans regarding the
legality of the securities being registered.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Bose McKinney & Evans (included in Exhibit 5).
24 Powers of Attorney.
Pursuant to the instructions for Form S-8, the Registrant hereby
undertakes that it will submit the Plan and any amendments
thereto to the Internal Revenue Service (the "IRS") in a timely
manner and will make all changes required by the IRS to order to
qualify the Plan under Section 401 of the Internal Revenue Code.
Item 9. Undertakings.
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (A)(1)(i) and (A)(1)(ii)
do not apply if the registration statement is on Form S-3 or
Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
-4-
<PAGE>
periodic reports filed by the registrant pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include
any financial statements required by Rule 3-19 to Regulation S-X
at the start of any delayed offering or throughout a continuous
offering.
B. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
-5-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrants certify that they have reasonable grounds to
believe that they meet all of the requirements for filing on Form
S-8 and have duly caused this registration statement to be signed
on their behalf by the undersigned, thereunto duly authorized, in
Indianapolis, Indiana, on December 8, 1995.
FIRST INDIANA CORPORATION
By: /s/Kenneth L. Turchi
--------------------
Kenneth L. Turchi
FIRST INDIANA CORPORATION
401(K) PLAN
By: First Indiana
Corporation,
Plan Administrator
By: /s/Kenneth L. Turchi
--------------------
Kenneth L. Turchi
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed on December 8, 1995,
by the following persons in the capacities indicated.
Signature Title
--------- -----
Robert H. McKinney*
- ------------------------
Robert H. McKinney Director, Chairman and Chief
Executive Officer
(Principal Executive Officer)
Owen B. Melton, Jr.*
- ------------------------
Owen B. Melton, Jr. Director, President and Chief
Operating Officer
Marni McKinney Jakubovie*
- ------------------------
Marni McKinney Jakubovie Director and Vice Chairman
H. J. Baker*
- ------------------------
H. J. Baker Director
Gerald L. Bepko*
- ------------------------
Gerald L. Bepko Director
-6-
<PAGE>
Douglas W. Huemme*
- ------------------------
Douglas W. Huemme Director
Phyllis W. Minott*
- ------------------------
Phyllis W. Minott Director
Michael L. Smith*
- ------------------------
Michael L. Smith Director
John W. Wynne*
- ------------------------
John W. Wynne Director
David L. Gray*
- ------------------------
David L. Gray Senior Vice President and
Chief Financial Officer
(Principal Financial Officer
and Principal Accounting
Officer)
*By: /s/Kenneth L. Turchi
------------------------
Attorney-in-Fact
-7-
BOSE McKINNEY & EVANS
135 North Pennsylvania Street, Suite 2700
Indianapolis, Indiana 46204
December 6, 1995
First Indiana Corporation
135 North Pennsylvania Street, Suite 2800
Indianapolis, Indiana 46204
Dear Sirs:
We are acting as counsel to First Indiana Corporation, an
Indiana corporation (the "Company"), in connection with
the issuance and sale by the Company of shares of the
Company's Common Stock, par value $.01 per share (the
"Common Shares"), pursuant to employee benefit plans.
These Common Shares are the subject of a Registration
Statement (the "Registration Statement") filed by the
Company on Form S-8 under the Securities Act of 1933, as
amended.
We have examined photostatic copies of the Company's
Amended and Restated Articles of Incorporation and
Amended and Restated Bylaws, certain resolutions adopted
by the Company's Board of Directors and shareholders, and
such other documents and instruments as we have deemed
necessary to enable us to render the opinion set forth
below. We have assumed the conformity to the originals
of all documents submitted to us as photostatic copies,
the authenticity of the originals of such documents, and
the genuineness of all signatures appearing thereon.
Based upon and subject to the foregoing, it is our
opinion that the Common Shares have been duly authorized
by all necessary corporate action of the Company and when
(i) the applicable provisions of the Securities Act of
1933 and such state "blue sky" or securities laws as may
be applicable have been complied with and (ii) the Common
Shares have been issued, delivered, and paid for pursuant
to the employee benefit plans specified in the
Registration Statement, the Common Shares will be legally
issued, fully paid, and nonassessable.
<PAGE>
First Indiana Corporation
December 6, 1995
Page 2
We do not hold ourselves out as being conversant with the
laws of any jurisdiction other than those of the United
States and the State of Indiana and, therefore, this
opinion is limited to the laws of those jurisdictions.
We consent to the filing of this opinion as an exhibit to
the Registration Statement filed under the Securities Act
of 1933 relating to the Common Shares.
Very truly yours,
BOSE McKINNEY & EVANS
The Board of Directors
First Indiana Corporation:
We consent to incorporation by reference in the registration statement
on Form S-8 of First Indiana Corporation of our report dated January 17, 1995,
relating to the consolidated balance sheets of First Indiana Corporation
as of December 31, 1994 and 1993 and the related consolidated statements of
earnings, shareholders' equity and cash flows for each of the years in
the three-year period ended December 31, 1994 which report appears in
the December 31, 1994 annual report on Form 10-K of First Indiana
Corporation. Our report refers to a change in accounting for debt and
equity securities in 1994 and income taxes in 1992.
KPMG Peat Marwick LLP
Indianapolis, Indiana
December 4, 1995
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below, hereby constitutes and appoints Owen B.
Melton, Jr., David L. Gray and Kenneth L. Turchi, or any of them,
his attorneys-in-fact and agents, with full power of substitution
and resubstitution for him in any and all capacities, to sign a
Registration Statement on Form S-8 under the Securities Act of
1933 (the "Registration Statement") for the registration of
certain shares of Common Stock (the "Securities") of First
Indiana Corporation (the "Company") offered pursuant to certain
of the Company's employee benefit plans and any or all pre-
effective amendments or post-effective amendments to the
Registration Statement, and to file the same, with exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each of such
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary in
connection with such matters and hereby ratifying and confirming
all that each of such attorneys-in-fact and agents or his
substitute or substitutes may do or cause to be done by virtue
hereof.
Dated: November 16, 1995 /s/ Robert H. McKinney
-------------------
Robert H. McKinney
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below, hereby constitutes and appoints Robert
H. McKinney, David L. Gray and Kenneth L. Turchi, or any of them,
his attorneys-in-fact and agents, with full power of substitution
and resubstitution for him in any and all capacities, to sign a
Registration Statement on Form S-8 under the Securities Act of
1933 (the "Registration Statement") for the registration of
certain shares of Common Stock (the "Securities") of First
Indiana Corporation (the "Company") offered pursuant to certain
of the Company's employee benefit plans and any or all pre-
effective amendments or post-effective amendments to the
Registration Statement, and to file the same, with exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each of such
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary in
connection with such matters and hereby ratifying and confirming
all that each of such attorneys-in-fact and agents or his
substitute or substitutes may do or cause to be done by virtue
hereof.
Dated: November 16, 1995 /s/ Owen B. Melton, Jr.
-------------------
Owen B. Melton, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below, hereby constitutes and appoints Robert
H. McKinney, Owen B. Melton, Jr., David L. Gray and Kenneth L.
Turchi, or any of them, his attorneys-in-fact and agents, with
full power of substitution and resubstitution for him in any and
all capacities, to sign a Registration Statement on Form S-8
under the Securities Act of 1933 (the "Registration Statement")
for the registration of certain shares of Common Stock (the
"Securities") of First Indiana Corporation (the "Company")
offered pursuant to certain of the Company's employee benefit
plans and any or all pre-effective amendments or post-effective
amendments to the Registration Statement, and to file the same,
with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto each of such attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing
requisite and necessary in connection with such matters and
hereby ratifying and confirming all that each of such attorneys-
in-fact and agents or his substitute or substitutes may do or
cause to be done by virtue hereof.
Dated: November 16, 1995 /s/ Marni McKinney
-------------------
Marni McKinney
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below, hereby constitutes and appoints Robert
H. McKinney, Owen B. Melton, Jr., David L. Gray and Kenneth L.
Turchi, or any of them, his attorneys-in-fact and agents, with
full power of substitution and resubstitution for him in any and
all capacities, to sign a Registration Statement on Form S-8
under the Securities Act of 1933 (the "Registration Statement")
for the registration of certain shares of Common Stock (the
"Securities") of First Indiana Corporation (the "Company")
offered pursuant to certain of the Company's employee benefit
plans and any or all pre-effective amendments or post-effective
amendments to the Registration Statement, and to file the same,
with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto each of such attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing
requisite and necessary in connection with such matters and
hereby ratifying and confirming all that each of such attorneys-
in-fact and agents or his substitute or substitutes may do or
cause to be done by virtue hereof.
Dated: November 16, 1995 /s/ H. J. Baker
-------------------
H. J. Baker
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below, hereby constitutes and appoints Robert
H. McKinney, Owen B. Melton, Jr., David L. Gray and Kenneth L.
Turchi, or any of them, his attorneys-in-fact and agents, with
full power of substitution and resubstitution for him in any and
all capacities, to sign a Registration Statement on Form S-8
under the Securities Act of 1933 (the "Registration Statement")
for the registration of certain shares of Common Stock (the
"Securities") of First Indiana Corporation (the "Company")
offered pursuant to certain of the Company's employee benefit
plans and any or all pre-effective amendments or post-effective
amendments to the Registration Statement, and to file the same,
with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto each of such attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing
requisite and necessary in connection with such matters and
hereby ratifying and confirming all that each of such attorneys-
in-fact and agents or his substitute or substitutes may do or
cause to be done by virtue hereof.
Dated: November 16, 1995 /s/ Gerald L. Bepko
-------------------
Gerald L. Bepko
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below, hereby constitutes and appoints Robert
H. McKinney, Owen B. Melton, Jr., David L. Gray and Kenneth L.
Turchi, or any of them, his attorneys-in-fact and agents, with
full power of substitution and resubstitution for him in any and
all capacities, to sign a Registration Statement on Form S-8
under the Securities Act of 1933 (the "Registration Statement")
for the registration of certain shares of Common Stock (the
"Securities") of First Indiana Corporation (the "Company")
offered pursuant to certain of the Company's employee benefit
plans and any or all pre-effective amendments or post-effective
amendments to the Registration Statement, and to file the same,
with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto each of such attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing
requisite and necessary in connection with such matters and
hereby ratifying and confirming all that each of such attorneys-
in-fact and agents or his substitute or substitutes may do or
cause to be done by virtue hereof.
Dated: November 16, 1995 /s/ Douglas W. Huemme
-------------------
Douglas W. Huemme
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below, hereby constitutes and appoints Robert
H. McKinney, Owen B. Melton, Jr., David L. Gray and Kenneth L.
Turchi, or any of them, her attorneys-in-fact and agents, with
full power of substitution and resubstitution for her in any and
all capacities, to sign a Registration Statement on Form S-8
under the Securities Act of 1933 (the "Registration Statement")
for the registration of certain shares of Common Stock (the
"Securities") of First Indiana Corporation (the "Company")
offered pursuant to certain of the Company's employee benefit
plans and any or all pre-effective amendments or post-effective
amendments to the Registration Statement, and to file the same,
with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto each of such attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing
requisite and necessary in connection with such matters and
hereby ratifying and confirming all that each of such attorneys-
in-fact and agents or his substitute or substitutes may do or
cause to be done by virtue hereof.
Dated: November 16, 1995 /s/ Phyllis W. Minott
-------------------
Phyllis W. Minott
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below, hereby constitutes and appoints Robert
H. McKinney, Owen B. Melton, Jr., David L. Gray and Kenneth L.
Turchi, or any of them, his attorneys-in-fact and agents, with
full power of substitution and resubstitution for him in any and
all capacities, to sign a Registration Statement on Form S-8
under the Securities Act of 1933 (the "Registration Statement")
for the registration of certain shares of Common Stock (the
"Securities") of First Indiana Corporation (the "Company")
offered pursuant to certain of the Company's employee benefit
plans and any or all pre-effective amendments or post-effective
amendments to the Registration Statement, and to file the same,
with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto each of such attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing
requisite and necessary in connection with such matters and
hereby ratifying and confirming all that each of such attorneys-
in-fact and agents or his substitute or substitutes may do or
cause to be done by virtue hereof.
Dated: November 16, 1995 /s/ Michael L. Smith
-------------------
Michael L. Smith
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below, hereby constitutes and appoints Robert
H. McKinney, Owen B. Melton, Jr., David L. Gray and Kenneth L.
Turchi, or any of them, his attorneys-in-fact and agents, with
full power of substitution and resubstitution for him in any and
all capacities, to sign a Registration Statement on Form S-8
under the Securities Act of 1933 (the "Registration Statement")
for the registration of certain shares of Common Stock (the
"Securities") of First Indiana Corporation (the "Company")
offered pursuant to certain of the Company's employee benefit
plans and any or all pre-effective amendments or post-effective
amendments to the Registration Statement, and to file the same,
with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto each of such attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing
requisite and necessary in connection with such matters and
hereby ratifying and confirming all that each of such attorneys-
in-fact and agents or his substitute or substitutes may do or
cause to be done by virtue hereof.
Dated: November 16, 1995 /s/ John W. Wynne
-------------------
John W. Wynne
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below, hereby constitutes and appoints Robert
H. McKinney, Owen B. Melton, Jr. and Kenneth L. Turchi, or any of
them, his attorneys-in-fact and agents, with full power of
substitution and resubstitution for him in any and all
capacities, to sign a Registration Statement on Form S-8 under
the Securities Act of 1933 (the "Registration Statement") for the
registration of certain shares of Common Stock (the "Securities")
of First Indiana Corporation (the "Company") offered pursuant to
certain of the Company's employee benefit plans and any or all
pre-effective amendments or post-effective amendments to the
Registration Statement, and to file the same, with exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each of such
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary in
connection with such matters and hereby ratifying and confirming
all that each of such attorneys-in-fact and agents or his
substitute or substitutes may do or cause to be done by virtue
hereof.
Dated: November 16, 1995 /s/ David L. Gray
-------------------
David L. Gray
