SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by Registrant [ X ]
Filed by Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
FIRST INDIANA CORPORATION
(Name of Registrant as Specified in its Charter)
FIRST INDIANA CORPORATION
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ X ] No Fee Required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
...............................................................
2) Aggregate number of securities to which transaction applies:
...............................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was determined):
................................................................
4) Proposed maximum aggregate value of transaction:
................................................................
5) Total fee paid:
................................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. dentify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
.................................................................
2) Form, Schedule or Registration Statement No.:
................................................................
3) Filing Party:
................................................................
4) Date Filed:
................................................................
<PAGE>
[FIC LETTERHEAD]
March 14, 2000
Dear Shareholder:
The directors and officers of First Indiana Corporation join me in extending
to you a cordial invitation to attend the annual meeting of our shareholders.
This meeting will be held on Thursday, April 20, 2000 at 9:00 a.m., in the
First Indiana Plaza Conference Center, Ohio and Pennsylvania Streets, Seventh
Floor, Indianapolis, Indiana.
First Indiana enjoyed record earnings in 1999 as a comprehensive provider
of financial services emphasizing local decision-making, customer relationships
and personalized service. At the annual meeting, we will review our
achievements in 1999 and share our plans for additional growth.
The formal notice of this annual meeting and the proxy statement appear on
the following pages. After reading the proxy statement, please mark, sign, and
return the enclosed proxy card, or vote your proxy via telephone or the
Internet in accordance with the instructions on your proxy card, to ensure that
your votes on the business matters of the meeting will be recorded.
We hope that you will attend this meeting. Whether or not you attend, we
urge you to return your proxy promptly in the postpaid envelope provided, or to
register your vote via telephone or the Internet. After doing so, you may, of
course, vote in person on all matters brought before the meeting.
We look forward to seeing you on April 20.
Sincerely,
/s/ Robert H. McKinney
Robert H. McKinney,
Chairman
<PAGE>
FIRST INDIANA CORPORATION
INDIANAPOLIS, INDIANA
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The annual meeting of the shareholders of First Indiana Corporation (the
"Corporation") will be held in the First Indiana Plaza Conference Center, 135
North Pennsylvania Street, Seventh Floor, Indianapolis, Indiana on April 20,
2000, at 9:00 a.m. EST, to consider and take action on the following matters:
1. The election of three (3) directors of the Corporation; and
2. The transaction of such other business as may properly come before
the meeting and any adjournments thereof.
Only shareholders of record at the close of business on February 18, 2000 are
entitled to notice of and to vote at this meeting and any adjournments thereof.
By order of the Board of Directors,
/s/ David A. Butcher
David A. Butcher
Secretary
Indianapolis, Indiana
March 14, 2000
<PAGE> 1
FIRST INDIANA CORPORATION
First Indiana Plaza
135 North Pennsylvania Street
Indianapolis, Indiana 46204
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of First Indiana Corporation (the "Corporation" or "we") of
proxies to be voted at the Annual Meeting of Shareholders to be held on
Thursday, April 20, 2000, and at any adjournment thereof. The approximate date
of mailing this proxy statement is March 14, 2000. The following is important
information in a question-and-answer format regarding the Corporation, its
wholly owned subsidiary First Indiana Bank (the "Bank"), the Annual Meeting and
this Proxy Statement.
Q: What am I voting on?
You are voting on the election of three directors (Gerald L. Bepko, Andrew
Jacobs, Jr., and John W. Wynne).
Q: Who is entitled to vote?
Shareholders as of the close of business on February 18, 2000 (the "Record
Date") are entitled to vote at the Annual Meeting. Each shareholder is
entitled to one vote for each share of common stock held on the Record Date.
As of the Record Date, 12,625,856 shares of the Corporation's common stock were
issued and outstanding.
Q: How do I vote?
Sign and date each proxy card you receive and return it in the prepaid
envelope, or vote your proxy via telephone or the Internet in accordance with
the instructions on your proxy card. If you return your signed proxy card but
do not indicate your voting preferences, we will vote on your behalf FOR the
three management nominees. You have the right to revoke your proxy any time
before the meeting by (1) notifying the Corporation's Secretary, or (2)
returning a later-dated proxy. You may also revoke your proxy by voting in
person at the meeting.
Q: What does it mean if I get more than one proxy card?
It means you hold shares registered in more than one account. Sign and
return all proxy cards to ensure that all your shares are voted.
<PAGE> 2
Q: Who will count the vote?
Representatives of Harris Trust & Savings Bank will tabulate the votes and
act as inspectors of the election.
Q: What constitutes a quorum?
A majority of the outstanding shares, present in person or represented by
proxy, constitutes a quorum for the Annual Meeting.
Q: How many votes are needed for approval of each item?
Directors will be elected by a plurality of the votes cast at the Annual
Meeting. Consequently, the three nominees receiving the most votes will be
elected directors. Only votes cast for a nominee will be counted, except that
the accompanying proxy will be voted for the three management nominees unless
the proxy contains instructions to the contrary. Any other matter to come
before the Annual Meeting will be approved if the votes cast at the Annual
Meeting (in person or represented by proxy) in favor of such proposal exceed
the votes opposing such proposal. An abstention, non-vote, or broker non-vote
will not change the number of votes cast for or against the election of any
director.
Q: Who can attend the Annual Meeting?
All shareholders as of the Record Date can attend.
Q: What percentage of stock do the directors and executive officers own?
Together, they own approximately 34.2% of the Corporation's common stock as
of the Record Date. (See page 3 for details.)
Q: Who are the largest principal shareholders?
The Somerset Group, Inc., is the largest single shareholder of the
Corporation, owning 2,758,467 shares as of the Record Date. Robert H. McKinney
and Marni McKinney are each officers, directors and, directly or indirectly,
substantial shareholders of Somerset. Together, Somerset, Mr. McKinney and Ms.
McKinney beneficially own 3,463,056 shares or 27.3% of the Corporation's common
stock as of the Record Date. (See page 3 for details.)
Q: When are shareholder proposals and nominations for the 2000 meeting due?
The Corporation's 2001 Annual Meeting is currently scheduled for April 19,
2001. To be considered for inclusion in next year's Proxy Statement,
shareholder proposals must be submitted in writing by November 16, 2000 to the
Corporation's Secretary, 2800 First Indiana Plaza, 135 N. Pennsylvania Street,
Indianapolis, Indiana 46204. In addition, the Corporation's By-laws provide
that any shareholder wishing to nominate a candidate for director or propose
other business at the Annual Meeting must give the Corporation written notice
60 days before the meeting, and the notice must provide certain other
information as described in the By-laws. Copies of the By-laws are available
to shareholders free of charge upon request to the Corporation's Secretary.
<PAGE> 3
STOCK OWNERSHIP BY DIRECTORS, OFFICERS
AND CERTAIN SHAREHOLDERS
The following table shows, as of February 18, 2000, the number and
percentage of shares of common stock held by each person known to the
Corporation who owned beneficially more than five percent of the issued and
outstanding common stock of the Corporation and shares held by the
Corporation's directors and certain executive officers:
<TABLE>
<CAPTION>
Beneficial Amount and Nature of Percent
Owner Beneficial Ownership of Class
----- -------------------- --------
<S> <C> <C> <C>
Gerald L. Bepko 34,317 1 2
David L. Gray 72,344 3 2
Andrew Jacobs, Jr. 8,467 4 2
Robert J. Laikin 4,645 5 2
David A. Lindsey 110,565 6 2
Merrill E. Matlock 43,405 7 2
Marni McKinney 3,463,056 8 27.3%
Robert H. McKinney 3,463,056 8 27.3%
Owen B. Melton, Jr. 325,734 9 2.6%
Phyllis W. Minott 38,028 10 2
Michael L. Smith 45,918 11 2
The Somerset Group, Inc. 3,463,056 8, 12 27.3%
John W. Wynne 40,269 13 2
All Executive Officers and
Directors as a Group
(17 Persons) 4,350,500 14 34.2%
- -------------
</TABLE>
1 Includes 1,828 shares held in trust under the First Indiana Bank
Directors' Stock Purchase Plan (the "Directors' Stock Purchase Plan"),
3,548 shares held in trust under the Bank's Employees' Stock Purchase
Plan (the "Stock Purchase Plan"), 473 shares held jointly with Mr.
Bepko's spouse, and 26,222 shares as to which the director has the
right to acquire beneficial ownership as specified in Rule 13d-3(d)(1)
under the Securities Exchange Act of 1934 (the "Exchange Act").
<PAGE> 4
2 The number of shares represents less than one percent of the
Corporation's common stock outstanding.
3 Includes 1,051 shares held in trust under the Stock Purchase Plan,
31,497 shares as to which there is a right to acquire beneficial
ownership as specified in Rule 13d-3(d)(1) under the Exchange Act, and
3,439 shares owned of record by Mr. Gray's spouse.
4 Includes 113 shares held in trust under the Stock Purchase Plan, 7,492
shares as to which there is a right to acquire beneficial ownership as
specified in Rule 13d-3(d)(1) under the Exchange Act and 862 shares
held in trust under the Directors' Stock Purchase Plan.
5 Includes 125 shares held in trust under the Stock Purchase Plan, 3,746
shares as to which there is a right to acquire beneficial ownership as
specified in Rule 13d-3(d)(1) under the Exchange Act, and 774 shares
held in trust under the Directors' Stock Purchase Plan.
6 Includes 1,111 shares held in trust under the Stock Purchase Plan and
19,200 shares as to which there is a right to acquire beneficial
ownership as specified in Rule 13d-3(d)(1) under the Exchange Act.
7 Includes 751 shares held in trust under the Stock Purchase Plan, 26,022
shares as to which there is a right to acquire beneficial ownership as
specified in Rule 13d-3(d)(1) under the Exchange Act, and 484 shares
held under the DR Plan.
8 These shares are beneficially owned by a group consisting of The
Somerset Group , Inc. ("Somerset"), Robert H. McKinney and Marni
McKinney. Robert H. McKinney owns 615,995 shares of the Corporation,
including 1,698 shares held in trust under the Stock Purchase Plan,
40,000 shares of the Corporation as to which Mr. McKinney has the right
to acquire beneficial ownership as specified in Rule 13d-3(d)(1) under
the Exchange Act and 12,000 shares of restricted stock under the
Corporation's 1998 Stock Option and Incentive Plan. Mr. McKinney, his
immediate family, a family limited partnership, and various irrevocable
trusts established by Mr. McKinney for the benefit of his children
together beneficially own, directly or indirectly, approximately 44% of
the outstanding capital stock of Somerset, which owns of record
2,758,467 shares of the Corporation. The total held by the group also
includes 88,594 shares of the Corporation owned by Mr. McKinney's
daughter, Marni McKinney, including 4,928 shares held in trust under
the Stock Purchase Plan, 40,000 shares as to which she has the right to
acquire beneficial ownership as specified in Rule 13d-3(d)(1) under the
Exchange Act, 2,489 shares held on her behalf under the Bank's 401(k)
Plan, and 12,000 shares of restricted stock under the 1998 Stock Option
and Incentive Plan. Mr. McKinney is the Chairman and a director of
Somerset; Ms. McKinney is the Vice Chairman and Chief Executive Officer
and a director of Somerset; and Mr. McKinney's son, Kevin K. McKinney,
is Vice President and a director of Somerset.
9 Includes 69,244 shares as to which Mr. Melton has the right to acquire
beneficial ownership as specified in Rule 13d-3(d)(1) under the
Exchange Act, 10,832 shares held in trust under the Stock Purchase
Plan, 922 shares held on his behalf under the Bank's 401(k) Plan,
107,996 shares owned of record jointly with Mr. Melton's spouse, 61,874
owned of record by Mr. Melton's spouse and 12,000 shares of restricted
stock under the Corporation's 1998 Stock Option and Incentive Plan.
10 Includes 4,949 shares held in trust under the Stock Purchase Plan, 233
shares held under the Corporation's Dividend Reinvestment and Stock
Purchase Plan (the "DR Plan"), 29,968 shares as to which there is a
right to acquire beneficial ownership as specified in Rule 13d-3(d)(1)
under the Exchange Act and 1,828 shares held in trust under the
Directors' Stock Purchase Plan.
11 Includes 29,968 shares as to which there is a right to acquire
beneficial ownership as specified in Rule 13d-3(d)(1) under the
Exchange Act.
12 The address of The Somerset Group, Inc. is 135 North Pennsylvania
Street, Suite 2800, Indianapolis, Indiana 46204. This number includes
2,758,467 shares owned of record by The Somerset Group, Inc. (see
note 8).
13 Includes 58 shares held in trust under the Stock Purchase Plan,
8 shares held under the DR Plan, 5,453 shares held under the Directors'
Stock Purchase Plan and 14,984 shares as to which there is a right to
acquire beneficial ownership as specified in Rule 13d-3(d)(l) under the
Exchange Act.
<PAGE> 5
14 Includes 38,065 shares held in trust under the Stock Purchase Plan,
1,061 shares held under the DR Plan, 10,745 shares held under the
Directors' Stock Purchase Plan, 6,968 shares held under the Bank's
401(k) Plan, and 394,686 shares as to which there is a right to acquire
beneficial ownership as specified in Rule 13d-3(d)(1) under the
Exchange Act.
------------------------------
PROPOSAL NO. 1: ELECTION OF DIRECTORS
Three directors are to be elected. Gerald L. Bepko, Andrew Jacobs, Jr. and
John W. Wynne have been nominated for a term of three years and until their
successors are elected and qualified. Messrs. Bepko, Jacobs and Wynne are
members of the present Board of Directors and have consented to serve an
additional term. The other directors listed in the table below will continue
in office until the expiration of their terms. All of the nominees and the
other directors listed in the table below also are members of the Board of
Directors of the Bank. For directors of the Corporation who were directors
of the Bank before the Corporation was formed in 1986, the table below lists
the year in which the director became a director of the Bank. If, at the time
of the Annual Meeting, any of the nominees is unable or declines to serve, the
discretionary authority provided in the proxy may be exercised to vote for a
substitute or substitutes. The Board of Directors has no reason to believe
that any substitute nominee or nominees will be required.
[The remainder of this page is intentionally left blank]
<PAGE> 6
<TABLE>
<CAPTION>
The Board of Directors unanimously recommends the election of the following nominees.
NOMINEES FOR TERMS EXPIRING IN 2003
Name, Age, Principal
Occupation(s) and
Business Experience Director
During Past 5 Years Since
- --------------------------------------------------------------------------------
<S> <C>
Gerald L. Bepko, Age 59 1988
Vice President for Long-Range Planning of Indiana University and
Chancellor, Indiana University-Purdue University at Indianapolis;
Director, USA Group, USA Funds and Indianapolis Life Insurance
Company; previously Dean and Professor of Law, Indiana University
School of Law, Indianapolis.
Andrew Jacobs, Jr., Age 68 1997
Adjunct Professor, Indiana University-Purdue University at
Indianapolis; Attorney; Retired Member, United States Congress.
John W. Wynne, Age 67 1991
Director Emeritus of Duke-Weeks Realty Corporation, a real
estate investment trust; previously Chairman, Duke Realty
Investments, Inc. and partner, Duke Associates, real estate
development; retired as counsel (previously partner), Bose
McKinney & Evans, attorneys.
<CAPTION>
DIRECTORS WHOSE TERMS EXPIRE IN 2002
Name, Age, Principal
Occupation(s) and
Business Experience Director
During Past 5 Years Since
- --------------------------------------------------------------------------------
<S> <C>
Robert J. Laikin, Age 36 1999
Chairman and Chief Executive Officer of Brightpoint, Inc., provider
of distribution and value-added logistics services to the wireless
communications industry; previously President of Brightpoint, Inc.
Marni McKinney, Age 43 1992
Vice Chairman and Chief Executive Officer of the Corporation and
Chairman of the Bank; Director, Vice Chairman, and Chief Executive
Officer, The Somerset Group, Inc., an affiliate of the Corporation,
financial services provider; previously President and Executive
Vice President of The Somerset Group, Inc., and Vice President of
the Corporation and the Bank.
Phyllis W. Minott, Age 61 1976
Chairman and Chief Executive Officer, Minott Motion Pictures, Inc.,
commercial movie production; previously General Auditor, Eli Lilly
& Company, pharmaceutical company; Controller, Accounting, and
Chief Accounting Officer, Eli Lilly & Company.
<PAGE> 7
<CAPTION>
DIRECTORS WHOSE TERMS EXPIRE IN 2001
Name, Age, Principal
Occupation(s) and
Business Experience Director
During Past 5 Years Since
- --------------------------------------------------------------------------------
<S> <C>
Robert H. McKinney, Age 74 1954
Chairman of the Corporation; Chairman and Director, The Somerset
Group, Inc., an affiliate of the Corporation, financial services;
retired partner, Bose McKinney & Evans, attorneys; Chairman,
Federal Home Loan Bank Board, 1977-1979.
Owen B. Melton, Jr., Age 53 1983
President and Chief Operating Officer of the Corporation and
President and Chief Executive Officer of the Bank.
Michael L. Smith, Age 51 1985
Executive Vice President and Chief Financial Officer, Anthem,
Inc., a health benefits management company; Director of The
Somerset Group, Inc., an affiliate of the Corporation,
FinishMaster, Inc. and First Internet Bank of Indiana; formerly
Senior Vice President, Anthem, Inc.; formerly Chief Operating
Officer and Chief Financial Officer, American Health Network,
Inc., a physician management company; formerly President,
Somerset Financial Services, a division of The Somerset Group, Inc.
</TABLE>
-----------------------------------------------------------
During 1999, the Boards of Directors of the Corporation and the Bank each
met twelve times. All directors attended in excess of 75% of the aggregate of
the total number of meetings of the Boards of Directors of the Corporation and
the Bank (considered separately) and the total number of meetings held by all
Corporation and Bank committees (considered separately) on which he or she
served.
Certain Committees of the Boards of Directors of the Corporation and the Bank
Among other committees, the Board of Directors of the Corporation has an
Audit Committee and a Compensation Committee.
Audit Committee. The Audit Committee evaluates audit performance, handles
relations with the Corporation's independent auditors, and evaluates policies
and procedures related to internal audit functions and controls. The members
of the Corporation's Audit Committee in 1999 were Phyllis W. Minott
(Chairperson), H.J. Baker, Andrew Jacobs, Jr., and John W. Wynne. The Audit
Committee met three times during 1999. (Mr. Baker attended two meetings of
the committee prior to his retirement from the Board of Directors, which was
effective April 15, 1999.)
Compensation Committee. The Compensation Committee reviews and makes
recommendations to the Board of Directors with respect to the compensation of
directors, officers, and employees of the Corporation and the Bank,
administers and grants options and other stock awards under the Corporation's
stock option plans, and administers the Bank's Employees' Stock Purchase Plan.
The members of the Compensation Committee during 1999 were Gerald L. Bepko
<PAGE> 8
(Chairman), H.J. Baker, Phyllis W. Minott and John W. Wynne. The Compensation
Committee met three times during 1999. (Mr. Baker attended two meetings of
the committee prior to his retirement from the Board of Directors; Mr. Wynne
joined the committee thereafter and attended one meeting of the committee
during 1999.)
Compensation of Directors
Directors of the Corporation and the Bank, other than Robert H. McKinney,
Marni McKinney and Owen B. Melton, Jr., received in 1999 a quarterly retainer
of $2,500, plus $1,000 per meeting of the full Board of Directors and per
committee meeting attended.
Under the First Indiana 1992 Director Stock Option Plan, the Corporation
reserved approximately 262,497 shares of its common stock for issuance upon
the exercise of options to be granted under the plan. The plan provides for
the issuance of non-qualified options to purchase 3,746 shares to each outside
director of the Corporation on the date of each annual meeting of shareholders.
The Corporation granted 3,746 shares to each outside director on April 15,
1999, in accordance with the plan. No option is exercisable during the period
of one year following the date of grant, and options granted under the plan
must specify an exercise price of not less than 100% of the market price of
the shares at the date of grant.
Under the Directors' Deferred Fee Plan, directors of the Corporation may
elect to defer all or any portion of the fees paid for attendance at a Board of
Directors or committee meeting. The deferred fees are then contributed to a
trust which buys stock with such fees or invests such fees in an
interest-bearing account. Directors are not eligible to receive shares or cash
held under the plan until they cease to be a director, officer, or employee of
the Corporation. Amounts deferred are not taxable to the director until the
trust distributes the cash or stock to the director. In the event of a change
in control of the Corporation, amounts held under the plan are payable
immediately in one lump sum.
Directors also may elect to contribute part of their fees to the Bank's
Employees' Stock Purchase Plan. As with other participants, the Bank matches a
certain portion of such contributions and purchases the Corporation's common
stock on the open market at the prevailing market price. The material features
of the Stock Purchase Plan are described under the heading "EXECUTIVE
COMPENSATION."
Certain Transactions
The Bank offers its directors, officers, and employees a loan plan involving
variable-rate mortgages, lines of credit, home equity loans, credit cards, and
various installment loans with a lower interest rate (not below the Bank's cost
of funds) and waiver of loan origination fees, and fixed-rate mortgage loans
with waiver of loan origination fees only. Except as described above, all
outstanding loans to directors, officers, and employees have been made in the
ordinary course of business and on substantially the same terms as those
prevailing at the time for comparable transactions with non-affiliated persons.
Management believes that these loans neither involve more than the normal risk
of collectibility nor present other unfavorable features.
<PAGE> 9
In 1996, the Bank sold its insurance and non-FDIC-insured investment sales
business to The Somerset Group, Inc. At the same time, the two companies
entered into a multi-year operating agreement under which Somerset provides
insurance and non-FDIC-insured investment products and services to the Bank's
customers and pays the Bank a commission on such sales. During the year ended
December 31, 1999, Somerset paid to the Bank $113,350 in accordance with the
terms of the purchase agreement and the operating agreement. Robert H.
McKinney and Marni McKinney are officers, directors and substantial
shareholders of Somerset, and Michael L. Smith is a director of Somerset.
EXECUTIVE COMPENSATION
The following Report of the Compensation Committee,
as well as the following Performance Graph, shall not
be deemed incorporated by reference by any general
statement incorporating by reference this proxy
statement into any of the Corporation's filings under
the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, except
to the extent that the Corporation specifically
incorporates this information by reference, and shall
not otherwise be deemed filed under such Acts.
Report of the Compensation Committee
Policy and Performance Measures
In determining the compensation of executive officers, the Compensation
Committee strives to maintain an appropriate balance between executive pay
and the creation of shareholder value. Executive compensation must attract
and retain well-qualified officers while at the same time motivating them to
achieve the short-term and long-term strategic goals of the Corporation. To
achieve this balance, executive officers receive a competitive base salary
and also have the opportunity to earn bonuses tied to the Corporation's
overall performance.
The Compensation Committee based the 1999 annual salaries of the
Corporation's executive officers on the results of surveys compiled by an
independent consultant. The compensation consultant began with an analysis
of the compensation of executive officers of other financial institutions
and utilized a regression analysis to conform the compensation survey data
to the Corporation's asset size. The consultant derived the weighted average
salaries of the executive officers of the institutions contained in the survey,
and then calculated average (mean) salaries. The Compensation Committee
relied on this independent calculation of average salaries in setting the
salaries of the Corporation's executive officers.
In order to more directly tie executive compensation to the Corporation's
overall performance, the Compensation Committee also administers short-term and
long-term bonus plans. These plans are designed to increase the total
compensation of the Corporation's executive officers, but only if the
Corporation's performance merits such increases. The Compensation Committee is
guided by the principle that when certain corporate goals are achieved, the
executive officers who contributed to the Corporation's success should be
rewarded accordingly.
<PAGE> 10
Performance-based compensation was awarded in 1999 to certain executive
officers under the Corporation's Long-Term Management Performance Incentive
Plan (the "Long-Term Plan"), which was established to provide compensation
only if interim performance goals for each of 1997, 1998 and 1999, as well as
overall performance goals for the entire period, were attained. The
Compensation Committee of the Board of Directors determined in previous years
that the interim performance goals for 1997 and 1998 were satisfied. The
committee has also determined that the interim performance goals for 1999,
and that certain overall performance goals for the entire period, were
satisfied. Accordingly, Robert H. McKinney, Chairman of the Corporation, Owen
B. Melton, Jr., President and Chief Operating Officer of the Corporation and
President and Chief Executive Officer of the Bank, and Marni McKinney, Vice
Chairman and Chief Executive Officer of the Corporation and Chairman of the
Bank, along with David L. Gray, Vice President and Treasurer of the
Corporation, Senior Vice President in charge of the Bank's Financial Management
Division and Chief Financial Officer of the Bank, Merrill E. Matlock, Senior
Vice President in charge of the Bank's Commercial and Mortgage Banking Division,
David A. Lindsey, Senior Vice President in charge of the Bank's Consumer
Finance Division, Timothy J. O'Neill, Senior Vice President in charge of the
Bank's Correspondent Banking Services Division, and Kenneth L. Turchi, Senior
Vice President in charge of the Bank's Retail Banking, Marketing and Strategic
Planning Division, each received grants of stock and/or cash under the plan in
1999. (See page 14 for details on Long-Term Plan awards granted to certain
named executive officers.)
The Compensation Committee believes that stock ownership by management and
stock-based performance compensation arrangements are beneficial in aligning
management's and shareholders' interests in the enhancement of shareholder
value. Accordingly, the Bank has adopted management stock ownership
objectives to be attained by December 31, 2000. By that time, each officer and
director of the Bank must own Corporation stock with a market value equal to a
specified multiple of such officer's or director's compensation. These
multiples range from one times base compensation for vice presidents to three
times base compensation for senior vice presidents, and five times base
compensation for the Bank's Chairman, Vice Chairman and President, as well as
for the Bank's Board of Directors. (Such multiples already have been attained
by Mr. McKinney, Ms. McKinney and Mr. Melton.) The Board of Directors believes
that these stock ownership requirements will further align the interests of the
Bank's management with the objectives of the Corporation's shareholders.
Additionally, the Compensation Committee typically considers granting stock
options to various executive officers, including the executive officers named
in the Summary Compensation Table. Stock options were awarded in 1998 and
1999. Any compensation derived from the stock options will be directly
related to the performance of the Corporation's stock.
To further encourage Bank officers and employees, as well as directors, to
acquire ownership of the Corporation, such persons are eligible to contribute
a portion of their earnings to the Bank's Employees' Stock Purchase Plan (the
"Plan") after completing six months of service. Such contributions are used to
purchase the Corporation's stock each month at the then-prevailing market
price. If the Corporation attains a specified after-tax return on average
equity for a calendar year (as determined by the Compensation Committee), the
Bank generally will match participant contributions during the subsequent Plan
Year (as defined in the Plan) at a ratio of one to three. If such after-tax
returns are not achieved for a calendar year, participant contributions during
the
<PAGE> 11
subsequent Plan Year will be matched at a ratio of one to four. Because the
Corporation achieved the performance objectives specified in the Plan for the
year ended December 31, 1998, and in an attempt to encourage additional
associates to participate in the Plan, participant contributions for the Plan
Year beginning April 1, 1999 were matched at a ratio of one to two.
Contributions by the Bank to the accounts of the executive officers named in
the Summary Compensation Table (see page 14) during the calendar year ended
December 31, 1999 are set forth in the column titled "All Other Compensation."
The Corporation also achieved the performance objectives specified in the Plan
for the year ended December 31, 1999, and will match participant contributions
during the 2000 plan year at a ratio of one to three.
Section 162(m) of the Internal Revenue Code limits deductibility for federal
income tax purposes of compensation in excess of $1,000,000 paid to certain
executive officers, unless certain exceptions, including tying compensation to
performance, are satisfied. It is the intention of the Compensation Committee
to link executive compensation to performance, as described above, and to
submit compensation plans for shareholder approval when necessary and
appropriate, in order to maximize the deductibility of executive compensation
to the Corporation. To that end, the Compensation Committee has historically
established and maintained salary levels and bonus and incentive plan standards
in an effort to ensure such compensation will be deductible, and the committee
believes that it can continue to manage the Corporation's executive
compensation program, including the Long-Term Plan, to ensure deductibility.
CEO Performance
Mr. McKinney served as the chief executive officer of the Corporation
during 1999, and Mr. Melton served as the chief executive officer of the
Corporation's principal operating unit, the Bank. While Mr. McKinney devoted
a major portion of his time to the operations of the Corporation and the Bank,
Mr. Melton devoted all of his time to those operations. (Marni McKinney has
been elected by the Corporation's Board of Directors to serve as the
Corporation's chief executive officer, effective January 20, 2000; Mr. Melton
will continue in his capacity as the chief executive officer of the Bank.)
Like the salaries of the Corporation's other executive officers, Mr.
Melton's and Mr. McKinney's 1999 salaries were derived from the data compiled
by the independent consultant. Since these two individuals had the greatest
impact on the Corporation's long-term performance, their salaries were
determined based on their achievement of certain goals relating to the
Corporation's performance during the prior year, such as return on equity,
return on assets, credit quality, and management of operating expenses.
<PAGE> 12
Because Mr. Melton is the chief executive officer of the Corporation's sole
operating unit and responsible for its day-to-day activities, the
Compensation Committee gave special weight to Mr. Melton's achievement of
these objectives when determining his salary for 1999. In addition, the
Compensation Committee met separately with Mr. McKinney for his candid
evaluation of Mr. Melton's performance during 1998 and his achievement of
the objectives described above. The Corporation's attainment of the 1998
performance goals resulted in an increase in both Mr. McKinney's and Mr.
Melton's salaries for 1999.
Compensation Committee
Gerald L. Bepko, Chairman
Phyllis W. Minott
John W. Wynne
[The remainder of this page is intentionally left blank]
<PAGE> 13
Performance Graph
The following line graph compares the cumulative total shareholder return
on the common stock of the Corporation over the last five fiscal years with
the cumulative total return of the NASDAQ Stock Market Index and the
cumulative total return of the NASDAQ Bank Index over the same period.
<TABLE>
<CAPTION>
COMPARISON OF FIVE-YEAR CUMULATEIVE TOTAL RETURN*
FIRST INDIANA CORPORATION COMMON STOCK, NASDAQ STOCK MARKET INDEX AND NASDAQ BANK INDEX**
----------------------------------------------------------------
Dec. June Dec. June Dec. June Dec. June Dec. June Dec.
1994 1995 1995 1996 1996 1997 1997 1998 1998 1999 1999
----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------
First Indiana
Corporation $100 $131 $176 $204 $234 $254 $350 $371 $293 $323 $339
- --------------------------------------------------------------------------------
NASDAQ
Stock Market
Index $100 $125 $141 $160 $174 $195 $213 $256 $300 $367 $542
- --------------------------------------------------------------------------------
NASDAQ
Bank Index $100 $121 $149 $157 $197 $246 $329 $341 $327 $337 $314
- --------------------------------------------------------------------------------
</TABLE>
* Assumes that the value of the investment in the Corporation's stock and each
index was $100 on December 31, 1994 and that all dividends were reinvested.
** The NASDAQ Bank Index contains performance data for banks, savings
institutions and holding companies
<PAGE> 14
Summary
The following table sets forth the compensation awarded to, earned by, or
paid to the chief executive officer and the four most highly compensated
executive officers other than the chief executive officer (collectively, the
"Named Executive Officers") during the last three fiscal years.
<TABLE>
<CAPTION>
Summary Compensation Table
- ------------------------------------------------------------------------------------------------------------------------
Long-Term Compensation
-------------------------------------
Annual Compensation Awards (1) Payouts
-------------------------------- ----------------------- ------------
Name and Restricted Securities
Principal Other Annual Stock Underlying All Other
Position Year Salary Bonus Compensation Awards Options (#) LTIP Payouts Compensation
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert H. McKinney 1999 $200,000 $106,474 $301,788 (2) $ - 20,000 $391,500 (3) $ 8,118 (4)
Chairman and Chief 1998 199,231 40,520 - - 12,000 - 5,944
Executive Officer 1997 210,000 37,800 - 357,000 - - 6,404
of the Corporation
- ------------------------------------------------------------------------------------------------------------------------
Owen B. Melton, Jr. 1999 315,000 161,612 304,005 (2) - 20,000 391,500 (3) 4,583 (5)
President and Chief 1998 295,000 61,395 - - 12,000 - 3,356
Operating Officer of 1997 280,000 50,400 - 357,000 - - 4,550
the Corporation;
President and Chief
Executive Officer of
the Bank
- ------------------------------------------------------------------------------------------------------------------------
David L. Gray 1999 166,500 66,002 - - 5,000 79,833 12,280 (6)
Vice President and 1998 160,000 31,218 - - 6,000 - 8,863
Treasurer of the 1997 152,500 25,940 - - - - 9,065
Corporation; Senior Vice
President-Financial
Management Division,
and Chief Financial
Officer of the Bank
- ------------------------------------------------------------------------------------------------------------------------
Merrill E. Matlock 1999 165,000 82,500 - - 5,000 73,317 3,409 (7)
Senior Vice President- 1998 150,000 31,573 - - 6,000 - 2,959
Commercial and Mortgage 1997 119,616 24,349 - - - - 2,325
Banking Division of the
Bank
- ------------------------------------------------------------------------------------------------------------------------
David A. Lindsey 1999 160,000 86,500 - - 5,000 74,167 11,600 (8)
Senior Vice President- 1998 145,000 29,789 - - 6,000 - 8,192
Consumer Finance 1997 140,000 23,349 - - - - 8,309
Division of the Bank
- ------------------------------------------------------------------------------------------------------------------------
<CAPTION>
1 Adjusted for all stock splits through December 31, 1999.
2 Represents payments made by the Corporation to reimburse Mr. McKinney and Mr. Melton for income taxes payable due to
the vesting of common stock awarded under the Long-Term Plan in 1997.
</TABLE>
<PAGE> 15
<TABLE>
<CAPTION>
<S><C>
3 Represents the market value on December 31, 1999 of 18,000 shares of restricted stock granted in 1997 (adjusted for all stock
splits and stock dividends since the date of issue) to each of Mr. McKinney and Mr. Melton under the Long-Term Plan, and
vesting on December 31, 1999.
4 Consists of a $6,064 contribution by the Bank to the Stock Purchase Plan, and a $2,054 contribution by the Bank to Mr.
McKinney's account in the Bank's 401(k) Plan.
5 Consists of a $2,467 contribution by the Bank to the Stock Purchase Plan, and a $2,116 contribution by the Bank to Mr.
Melton's account in the Bank's 401(k) Plan.
6 Consists of a $7,903 contribution by the Bank to the Stock Purchase Plan, the payment by the Bank of $1,860 for term life
insurance premiums, and a $2,517 contribution by the Bank to Mr. Gray's account in the Bank's 401(k) Plan.
7 Consists of a $740 contribution by the Bank to the Stock Purchase Plan, the payment by the Bank of $1,840 for term life
insurance premiums, and a $829 contribution by the Bank to Mr. Matlock's account in the Bank's 401(k) Plan.
8 Consists of a $7,592 contribution by the Bank to the Stock Purchase Plan, the payment by the Bank of $1,785 for term life
insurance premiums, and a $2,223 contribution by the Bank to Mr. Lindsey's account in the Bank's 401(k) Plan.
</TABLE>
Stock Options
The following table sets forth certain information with respect
to stock options granted to the Named Executive Officers during the
last fiscal year. The Potential Realizable Value columns on the right of
this table assume that the value of the underlying stock will appreciate
each year at the specified percentages.
<TABLE>
<CAPTION>
OPTION GRANTS IN THE LAST FISCAL YEAR
- -------------------------------------------------------------------------------------------------------
Potential Realizable Value
at Assumed Annual Rates of
Stock Price Appreciation
Individual Grants for Option Term
------------------------------------------------------ --------------------------
% of Total
Options/
Number of SARs
Securities Granted to
Underlying Employees
Options/SARs Fiscal Exercise or Base Expiration
Name Granted Year Price ($/Share) Date 0% 5% 10%
- -------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C> <C>
Robert H. McKinney 5,350 6.8% $20.56 02-16-04 $0.00 $ 17,621 $ 51,041
4,650 5.9% 18.69 02-16-09 54,656 138,510
Owen B. Melton, Jr. 10,000 12.7% 18.69 02-16-09 0.00 117,540 297,870
David L. Gray 5,000 6.3% 18.69 02-16-09 0.00 58,770 148,935
Merrill E. Matlock 5,000 6.3% 18.69 02-16-09 0.00 58,770 148,935
David A. Lindsey 5,000 6.3% 18.69 02-16-09 0.00 58,770 148,935
- -------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 16
The following table sets forth on an aggregate basis each
exercise of stock options during fiscal year 1999 by each of the Named
Executive Officers and the 1999 year-end value of the unexercised
options of each such executive officer.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND
FISCAL YEAR-END OPTION VALUES
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at FY-End at FY-End
-------------------------- --------------------------
Shares
Acquired on Value
Name Exercise (#) Realized Exercisable Unexercisable Exercisable Unexercisable
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Robert H. McKinney 13,122 $187,251 62,997 (1) 10,000 $624,915 $20,596
Owen B. Melton, Jr. - - 59,244 (1) 10,000 568,620 30,600
David L. Gray - - 40,870 (1) 5,000 481,336 15,300
Merrill E. Matlock - - 26,022 (1) 5,000 250,771 15,300
David A. Lindsey 11,247 151,024 19,200 (1) 5,000 150,804 15,300
- -----------------------------------------------------------------------------------------------------
1 Of the exercisable options, portions thereof had an exercise price in excess of the purchase price
on December 31, 1999, as described in the following table:
</TABLE>
<TABLE>
<CAPTION>
Shares Underlying Options Shares Underlying Options
When Market Price When Exercise Price
Name Exceeded Exercise Price Exceeded Market Price
---------------------------------------------------------------------------
<S> <C> <C>
Robert H. McKinney 50,997 12,000
Owen B. Melton, Jr. 47,244 12,000
David L. Gray 34,870 6,000
Merrill E. Matlock 20,022 6,000
David A. Lindsey 13,200 6,000
</TABLE>
Pension Plans
The following table sets forth, in specified compensation and
years of service classifications, the estimated annual benefits payable
upon retirement at age 65 under the Bank's non-contributory, qualified
defined benefit pension plan (the "Qualified Plan"), as supplemented by
the supplemental benefit plan adopted by the Bank on January 17, 1992
(the "Supplemental Plan") (the Qualified Plan and the Supplemental
Plan are collectively referred to as the "Plans"). While the table shows
the annual benefit payable, participants may elect to receive the present
value of the entire benefit in one lump sum.
[The Pension Plan Table is set forth on page 17.]
<PAGE> 17
<TABLE>
<CAPTION>
PENSION PLAN TABLE 1
- --------------------------------------------------------------------------------------------
Covered 10 Years' Benefit 20 Years' Benefit 30 Years' Benefit 40 Years' Benefit
Compensation Service Service Service Service
- --------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C>
$100,000 $ 18,245 $ 36,490 $ 54,735 $ 73,858
120,000 22,245 44,490 66,735 89,858
140,000 26,245 52,490 78,735 105,858
160,000 30,245 60,490 90,735 121,858
180,000 34,245 68,490 102,735 137,858
200,000 38,245 76,490 114,735 153,858
220,000 42,245 84,490 126,735 169,858
240,000 46,245 92,490 138,735 185,858
260,000 50,245 100,490 150,735 201,858
280,000 54,245 108,490 162,735 217,858
300,000 58,245 116,490 174,735 233,858
320,000 62,245 124,490 186,735 249,858
340,000 66,245 132,490 198,735 265,858
360,000 70,245 140,490 210,735 281,858
380,000 74,245 148,490 222,735 297,858
400,000 78,245 156,490 234,735 313,858
500,000 98,245 196,490 294,735 393,858
600,000 118,245 236,490 354,735 473,858
700,000 138,245 276,490 414,735 553,858
800,000 158,245 316,490 474,735 633,858
- --------------------------------------------------------------------------------------------
</TABLE>
1 Amounts shown are based on an assumed Social Security integration base of
$35,100 and are not subject to any deduction for Social Security or other
offset amounts.
The annual retirement benefit displayed in the Pension Plan Table is the
product of (i) the participant's number of years of credited benefit service,
multiplied by (ii) the sum of 1.5% of that portion of the participant's covered
compensation that does not exceed the Social Security integration base for the
participant plus 2% of the participant's covered compensation that exceeds such
integration base. Compensation covered by the Plans is the sum of the average
of a participant's annualized rate of base salary (as reported in the Salary
column of the Summary Compensation Table) for the five consecutive years of
employment which produce the highest such average, plus the annual average of
all bonuses (including both the Bonus and the LTIP Payouts columns as reported
in the Summary Compensation Table, and the market value on the date of vesting
of any restricted stock awards made pursuant to the Long-Term Plan) paid to the
participant for the three years preceding the participant's retirement.
As of January 1, 2000, the number of years of credited benefit service and
the compensation covered by the Plans (based on average annual salaries for
1995-1999 and average annual bonuses for 1997-1999) for each of the Named
Executive Officers were as follows: Robert H. McKinney, 47 years - $424,954;
Owen B. Melton, Jr., 21 years - $523,500; David L. Gray, 18 years - $231,219;
Merrill E. Matlock, 15 years - $199,306; and David A. Lindsey, 17 years -
$210,013.
<PAGE> 18
Employment Agreements and Other Arrangements
Special retirement benefits are provided under the Supplemental Plan to Mr.
McKinney. His normal retirement benefit under the Supplemental Plan is payable
for life and 15 years certain. The monthly amount of his normal benefit is the
higher of two calculated amounts. The first is his monthly retirement benefit
that would be payable to him under the Supplemental Plan if such benefit
were determined in the normal way and were payable for life only. The second
is a monthly retirement benefit equal to the excess of (i) 80% of his adjusted
monthly compensation over (ii) the sum of (a) his monthly retirement benefit
under the Qualified Plan (determined as though such benefit were payable in the
form of a straight-life annuity) plus (b) his primary Social Security benefit
payable at age 65. For purposes of the foregoing, Mr. McKinney's adjusted
monthly compensation is one-twelfth of the sum of (i) his highest annual rate
of salary from the Corporation plus (ii) the greater of (a) 37.5% of his
highest annual rate of salary from the Corporation or (b) the annual average
of all bonuses paid to him by the Corporation for the three years next
preceding his retirement. In the last fiscal year, Mr. McKinney received
$134,892 in payments under the Qualified Plan.
Special death benefits are provided under the Supplemental Plan to Mr.
McKinney and Mr. Melton. The death benefit provided to Mr. McKinney and Mr.
Melton equals three times their respective highest annual rates of salary,
grossed up for income taxes at the highest applicable marginal rate in effect
at the time of death, and is payable whether either of them dies before or
after separation from service and without regard to when they separate from
service.
Mr. McKinney and Mr. Melton are parties to agreements with the Corporation,
and Messrs. Gray, Lindsey and Matlock are parties to agreements with the Bank,
which agreements provide for certain benefits if the executive officer's
employment is terminated following a change in control of the Corporation (as
defined in the applicable agreement), other than a termination with cause (as
defined in the applicable agreement) or a termination by the officer without
good reason (as defined in the applicable agreement). In such case, Messrs.
Gray, Lindsey and Matlock would be entitled to a severance payment equal to
that portion of their annual base salary (calculated as twelve times the
highest monthly base salary paid to the executive officer during the twelve
months prior to the change in control) not already paid, plus any compensation
previously deferred by the executive officer, accrued vacation pay and a
lump-sum pension supplement, and Mr. McKinney and Mr. Melton would be entitled
to a severance payment equal to three times their annual base salary, plus the
additional items listed above. Certain adjustments may be made to the
severance payments made in connection with the change in control if such
payments would be subject to the excise tax imposed on "excess parachute
payments" under Section 4999 of the Internal Revenue Code of 1986, as amended.
<PAGE> 19
APPOINTMENT OF AUDITORS
The Corporation's financial statements for the year ended December 31, 1999
were audited by KPMG LLP ("KPMG"). The Corporation has selected KPMG as its
independent auditors for the fiscal year ending December 31, 2000.
Representatives of KPMG are expected to attend the annual meeting, will have
the opportunity to make a statement if they desire to do so, and will be
available to respond to appropriate questions.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Corporation's officers and directors, and persons who own more than 10% of
the Corporation's common stock, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers, directors
and greater than 10% shareholders (the "Reporting Persons") are required by
Securities and Exchange Commission regulations to furnish the Corporation
with copies of all Section 16(a) forms they file.
Based solely on a review of the copies of such forms furnished to the
Corporation, the Corporation believes that during 1999 all Reporting Persons
complied with the filing requirements of Section 16(a), except that purchases
by Ralph G. Nowak, President and Chief Investment Officer of First Trust
Indiana, a division of the Bank, were not timely reported by Mr. Nowak, but
the same were reported in the year-end report.
ANNUAL REPORT
A copy of the Corporation's Annual Report for the year ended December 31,
1999 has been provided to all shareholders as of the record date. The Annual
Report is not to be considered as proxy solicitation material.
OTHER MATTERS
The Board of Directors knows of no other matters to be brought before the
Annual Meeting. However, if other matters should come before the meeting, it
is the intention of each person named in the proxy to vote such proxy in
accordance with his or her judgment on such matters.
EXPENSES OF SOLICITATION
The entire expense of preparing, assembling, printing and mailing the proxy
form and the material used in the solicitation of proxies will be paid by the
Corporation. The Corporation does not expect that the solicitation will be
made by specially engaged employees or paid solicitors. Although the
Corporation might use such employees or solicitors if it deems them necessary,
no arrangements or contracts have been made with any such employees or
solicitors as of the date of this statement. In addition to the use of the
mails, solicitation may be made by telephone, telegraph,
<PAGE> 20
cable or personal interview. The Corporation will request record holders of
shares beneficially owned by others to forward this Proxy Statement and related
materials to the beneficial owners of such shares, and will reimburse such
record holders for their reasonable expenses incurred in doing so.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. Whether or not you
attend the meeting, you are urged to execute and return the proxy.
For the Board of Directors,
/s/Robert H. McKinney
Robert H. McKinney
Chairman
March 14, 2000
<PAGE>
<PAGE>
[INSERT CAMERA-READY LOGO OF THE BANK]
Principal Subsidiary of First Indiana Corporation
<PAGE>
[FORM OF PROXY CARD]
PROXY PROXY
[FIRST INDIANA CORPORATION LOGO]
135 North Pennsylvania Street
Indianapolis, Indiana 46204
This Proxy is solicited by the Board of Directors
for the Annual Meeting of Shareholders to be held on April 20, 2000
The undersigned hereby appoints Robert H. McKinney and Michael L. Smith,
and each of them, attorneys-in-fact and proxies, with full power of
substitution, to attend the Annual Meeting of Shareholders to be held on
April 20, 2000 at 9:00 a.m. E.S.T., and at any adjournments or postponements of
the Annual Meeting, and to vote as specified on the reverse all shares of the
Common Stock of First Indiana Corporation which the undersigned would be
entitled to vote if personally present at the Annual Meeting.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE
(Continued and to be signed on reverse side.)
- ------------------------------------------------------------------------
Dear Shareowner:
On the reverse side of this card are instructions on how to vote your shares
for the election of directors by telephone or over the Internet. Please
consider voting by telephone or over the Internet. Your vote is recorded as if
you mailed in your proxy card. We believe voting this way is convenient.
Thank you for your attention to these matters.
First Indiana Corporation
4976 -- First Indiana Corporation
<PAGE>
FIRST INDIANA CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY
[
]
1. Election of Directors-- For All Withhold All For All Except
Nominees for a term of three years: [ ] [ ] [ ]
01-Gerald L. Bepko, 02-Andrew
Jacobs, Jr. and 03-John W. Wynne:
- -----------------------------------
(Except Nominee(s) written above.)
2. In their discretion, the Proxies are authorized to vote on such other
business as may properly come before the meeting.
This proxy when properly executed will be voted in the manner directed herein
by the undersigned stockholders. If no direction is made, this proxy will be
voted FOR Proposal 1.
The undersigned acknowledges receipt of the Notice of Annual Meeting of
Shareholders, Proxy Statement and Annual Report.
Dated: ,2000
-------------------------
Signature(s)
------------------------
------------------------------------
THIS SPACE RESERVED FOR
ADDRESSING
Please sign exactly as your name appears.
Joint owners should each sign personally.
Where applicable, indicate your official
position or representative capacity.
- ------------------------------------------------------------------------------
CONTROL NUMBER FOLD AND DETACH HERE
[FIRST INDIANA CORPORATION LOGO]
YOU CAN VOTE YOUR SHARES BY TELEPHONE OR INTERNET!
QUICK EASY IMMEDIATE AVAILABLE 24 HOURS A DAY 7 DAYS A WEEK
FIRST INDIANA CORPORATION encourages you to take advantage of convenient ways
to vote your shares. If voting by proxy, you may vote by mail, or choose one
of the two methods described below. Your telephone or Internet vote authorized
the named proxies to vote your shares in the same manner as if you marked,
signed, and returned your proxy card. To vote by telephone or Internet, read
the 2000 proxy statement and then follow these easy steps:
TO VOTE BY PHONE
- ------------------------------------------------------------------------------
Call toll free 1-888-297-9538 in the United States or Canada any time on a
touch tone telephone. There is NO CHARGE to you for the call.
Enter the 6-digit Control Number located above.
Option #1: To vote as the Board of Directors recommends on the proposal:
Press 1
When asked, please confirm your vote by pressing 1
Option #2: If you choose to vote on the proposal separately, press 0 and
follow the simple recorded instructions.
- ------------------------------------------------------------------------------
TO VOTE BY INTERNET
- ------------------------------------------------------------------------------
Go to the following Website:
www.harrisbank.com/wproxy
Enter the information requested on your computer screen, including your
6-digit Control Number located above.
Follow the simple instructions on the screen.
- ------------------------------------------------------------------------------
If you vote by telephone or the Internet, DO NOT mail back the proxy card.
THANK YOU FOR VOTING!
4976--First Indiana Corporation
