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REVOCABLE PROXY REVOCABLE PROXY
PROXY FOR COMMON SHARES SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS FOR THE SPECIAL MEETING OF THE SHAREHOLDERS OF
THE SOMERSET GROUP, INC.
TO BE HELD ON SEPTEMBER 26, 2000
The undersigned hereby appoints Joseph M. Richter and Sharon J. Sanford, and
each of them, attorneys-in-fact and proxies, with full power of substitution,
to attend the Special Meeting of Shareholders to be held on September 26,
2000 at 10:00 a.m. E.S.T., and at any adjournments or postponements of the
Special Meeting, and to vote as specified below all shares of the Common
Stock of The Somerset Group, Inc. which the undersigned would be entitled to
vote if personally present at the Special Meeting. The undersigned
acknowledges receipt of the Notice of Special Meeting of Shareholders and the
proxy statement and prospectus.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 1.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED ON
THE REVERSE SIDE HEREOF. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
"FOR" PROPOSAL 1.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
- FOLD AND DETACH HERE -
Whether or not you are able to attend the Special Meeting of
Shareholders, it is important that your shares be represented.
Accordingly, please complete and sign the proxy card printed above,
tear at the perforation, and mail the PROXY CARD in the enclosed
BLUE POSTAGE PAID ENVELOPE addressed to The Somerset Group, Inc.,
c/o Computershare Investor Services, LLC. P.O. Box 3800, Chicago,
IL 60690-3800.
Your completed ELECTION FORM AND LETTER OF TRANSMITTAL should be
returned in the larger WHITE ENVELOPE addressed to Harris Trust
Company of New York, Wall Street Station, P.O. Box 1023, New York,
NY 10268-1023.
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THE SOMERSET GROUP, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. /X/
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 1.
1. Proposal to approve the merger of The Somerset Group, Inc. with and into
First Indiana Corporation, an Indiana corporation of which Somerset owns
approximately 22% of the outstanding common stock, and to approve the
Agreement and Plan of Reorganization by and between First Indiana and
Somerset dated as of April 19, 2000 (a copy of which is attached as Annex A
to the proxy statement and prospectus for the Special Meeting).
FOR AGAINST ABSTAIN
/ / / / / /
2. In accordance with their discretion, to vote upon all other matters that may
properly come before said Special Meeting and any adjournment thereof,
including matters incidental to the conduct of the
meeting.
Dated:_______________________________________, 2000
Please Sign Here___________________________________
___________________________________________________
NOTE: Please date this proxy and sign it exactly as your name or names
appear. All joint owners of shares should sign. State full title when signing
as executor, administrator, trustee, guardian, etc. Please return signed
proxy in the enclosed envelope.
- FOLD AND DETACH HERE -
Whether or not you are able to attend the Special Meeting of
Shareholders, it is important that your shares be represented.
Accordingly, please complete and sign the proxy card printed above,
tear at the perforation, and mail the PROXY CARD in the enclosed
BLUE POSTAGE PAID ENVELOPE addressed to The Somerset Group, Inc.,
c/o Computershare Investor Services, LLC. P.O. Box 3800, Chicago,
IL 60690-3800.
Your completed ELECTION FORM AND LETTER OF TRANSMITTAL should be
returned in the larger WHITE ENVELOPE addressed to Harris Trust
Company of New York, Wall Street Station, P.O. Box 1023, New York,
NY 10268-1023.
