==============================================================
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 Bank Employees' Stock Purchase 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 (2) Price Fee
- ----------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 100,000 $19.4375 $1,943,750 $540.36
par value
$.01 per share
- -----------------------------------------------------------------
Total $1,943,750 $540.36
=================================================================
(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 November 30, 1998.
</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.
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, 1997;
(b) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1998, June 30, 1998 and
September 30, 1998;
(c) The Company's Proxy Statement dated March 12, 1998; 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
<PAGE> 2
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.
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
<PAGE> 3
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.
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.
<PAGE> 4
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.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the
effective 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
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.
<PAGE> 5
(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. Financial statements and
information otherwise required by Section 10(a)(3)
of the Act need not be furnished, provided that
the registrant includes in the prospectus, by
means of a post-effective amendment, financial
statements required pursuant to this paragraph
(A)(4) and other information necessary to ensure
that all other information in the prospectus is at
least as current as the date of those financial
statements. Notwithstanding the foregoing, with
respect to registration statements on Form F-3, a
post-effective amendment need not be filed to
include financial statements and information
required by Section 10(a)(3) of the Act or Rule 3-19 of
Regulation S-X if such financial statements
and information are contained in periodic reports
filed with or furnished to the Commission 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 Form F-3.
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.
<PAGE> 6
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 3, 1998.
FIRST INDIANA CORPORATION
By: /s/ Owen B. Melton, Jr.
--------------------
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been
signed on December 3, 1998, 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*
- ------------------------
Marni McKinney Director and Vice Chairman
H. J. Baker*
- ------------------------
H. J. Baker Director
Gerald L. Bepko*
- ------------------------
Gerald L. Bepko Director
<PAGE> 7
Andrew Jacobs, Jr.*
- ------------------------
Andrew Jacobs, Jr. 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
<PAGE> 8
BOSE McKINNEY & EVANS
135 North Pennsylvania Street, Suite 2700
Indianapolis, Indiana 46204
December 3, 1998
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 sale of
shares of the Company's Common Stock, par value
$.01 per share (the "Common Shares"), pursuant
to the First Indiana Bank Employees' Stock
Purchase Plan. 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 the applicable
provisions of the Securities Act of 1933
<PAGE> 1
First Indiana Corporation
December 3, 1998
Page 2
and such state "blue sky" or securities laws as
may be applicable have been complied with, the
Common Shares will be legally issued, fully
paid, and nonassessable.
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
<PAGE> 2
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 20, 1998, except note 17, which is as of January
22, 1998, relating to the consolidated balance sheets of First
Indiana Corporation and subsidiaries as of December 31, 1997
and 1996, 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,
1997, which report appears in the December 31, 1997, annual report on
Form 10-K of First Indiana Corporation.
KPMG Peat Marwick LLP
Indianapolis, Indiana
December 1, 1998
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: October 15, 1998 /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: October 15, 1998 /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: October 15, 1998 /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: October 15, 1998 /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: October 15, 1998 /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: October 15, 1998 /s/ Andrew Jacobs, Jr.
----------------------
Andrew Jacobs, 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, 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: October 15, 1998 /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: October 15, 1998 /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: October 15, 1998 /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: October 16, 1998 /s/ David L. Gray
-------------------
David L. Gray
<PAGE>
