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                            ARTICLES OF INCORPORATION
                                       OF
                           FIRST INDIANA CORPORATION

                                   ARTICLE I
                                 IDENTIFICATION

     Section 1.01. Name. The name of this corporation is First Indiana
Corporation.

     Section 1.02. Registered Agent. The address of this corporation's principal
office in the State of Indiana is First Indiana Plaza, 135 North Pennsylvania
Street, in the City of Indianapolis, County of Marion, 46204. The name of its
registered agent at such address is Robert H. McKinney.

                                   ARTICLE II
                                    PURPOSE

     The purpose of this corporation is the transaction of any and all lawful
business for which corporations may be incorporated under the General
Corporation Act of the State of Indiana.

                                  ARTICLE III
                                 CAPITAL STOCK

     Section 3.01. Amount. The total number of shares of all classes of stock
which this corporation shall have authority to issue is thirty-five million
(35,000,000), of which thirty-three million (33,000,000) shall be common stock,
par value $.01 per share, and two million (2,000,000) shall be serial preferred
stock, par value $.01 per share.

     Section 3.02. Terms of Preferred Stock. The shares of preferred stock may
be issued from time to time in one or more series. The board of directors of
this corporation shall have authority to fix by resolution or resolutions in the
designations and the powers, preferences and relative, participating, optional
or other special rights and qualifications, limitations or restrictions thereof,
including, without limitation, the voting rights, the dividend rate, conversion
rights, redemption price and liquidation preference, of any series of shares of
preferred stock, to fix the number of shares constituting any such series, and
to increase or decrease the number of shares of any such series (but not below
the number of shares thereof then outstanding). In case the number of shares of
any such series shall be so decreased, the shares constituting such decrease
shall resume the status which they had prior to the adoption of the resolution
or resolutions originally fixing the number of shares of such series.

     Section 3.03. Terms of Common Stock. The shares of common stock may be
issued from time to time. Each share of common stock shall have the same
relative rights as and be identical in all respects with all the other shares of
common stock. Except as provided in Article VIII, every holder of common stock
shall have the right, at every stockholders' meeting, to one vote for each share
standing in his name on the books of the corporation.

     Whenever there shall have been paid, or declared and set aside for payment,
to the holders of the outstanding shares of any class of stock having preference
over the common stock as to the payment of dividends, the full amount of
dividends and of sinking fund or retirement fund or other retirement payments,
if any, to which such holders are respectively entitled in preference to the
common stock, then dividends may be paid on the common stock and on any class or
series stock entitled to participate therewith as to dividends, out of any
assets legally available for the payment of dividends; but only when and as
declared by the board of directors.

     In the event of any liquidation, dissolution or winding up of this
corporation, after there shall have been paid to or set aside for the holders of
any class having preferences over the common stock in the event of liquidation,
dissolution or winding up the full preferential amounts to which they are
respectively entitled, the holders of the common stock, and any class or series
of stock entitled to participate therewith,
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in whole or in part, as to the distribution of assets, shall be entitled after
payment or provision for payment of all debts and liabilities of this
corporation, to receive the remaining assets of this corporation available for
distribution, in cash or in kind.

                                   ARTICLE IV
                               BOARD OF DIRECTORS

     Section 4.01. General. All corporate powers shall be exercised by or under
the authority of, and the business and affairs of the corporation shall be
managed under the direction of, a board of directors except as may otherwise
provided by law or these Articles of Incorporation. The authorized number of
directors shall in no case be fewer than five (5). The exact number of directors
shall be fixed in the Bylaws.

     Section 4.02. Election of Directors. When the board of directors consists
of nine (9) or more members, there shall be three (3) classes of directors, each
class to be as nearly equal in number as possible. The directors of the first
class shall hold office for a term expiring at the annual meeting in 1987;
directors of the second class shall hold office for a term expiring at the
annual meeting in 1988; and directors of the third class shall hold office for a
term expiring at the annual meeting in 1989.

     At each annual election beginning at the annual meeting of stockholders in
1987, the successors to the class of directors whose term then expires shall be
elected to hold office for a term of three (3) years, to succeed those directors
whose term expires, so that the term of one (1) class of directors shall expire
each year, unless, by reason of any intervening changes in the authorized number
of directors, the board of directors shall have designated one (1) or more
directorships whose term then expires as directorships of another class in order
more nearly to achieve equality of number of directors among the classes of
directors.

     Not withstanding the requirement that the three (3) classes of directors
shall be as nearly equal in number of directors as possible, in the event of any
change in the authorized number of directors, each director then continuing to
serve as such shall nevertheless continue as a director of the class of which he
is a member until the expiration of his current term, or his prior resignation,
disqualification, disability or removal. There shall be no cumulative voting in
the election of directors.

     Section 4.03. Newly Created Directorships and Vacancies. Any vacancies on
the board of directors resulting from death, resignation, retirement,
disqualification, removal from office or other cause shall be filled by the
affirmative vote of a majority of directors then in office, although less than a
quorum, or by the sole remaining director, or, in the event of the failure of
the directors or sole remaining director so to act, by the stockholders at the
next election of directors. Directors so chosen shall hold office for a term
expiring at the annual meeting of stockholders at which the term of the class to
which they have been elected expires. A director elected to fill a vacancy by
reason of an increase in the number of directorships shall be elected by a
majority vote of the directors then in office, although less than a quorum of
the board of directors, to serve until the next election of the class for which
such director shall have been chosen. If the number of directors is changed, any
increase or decrease shall be apportioned among the three (3) classes so as to
make all classes as nearly equal in number as possible. If, consistent with the
preceding requirement, the increase or decrease may be allocated to more than
one (1) class, the increase or decrease may be allocated to any such class the
board of directors selects in its discretion. No decrease in the number of
directors constituting the board of directors shall shorten the term of any
incumbent director.

     Section 4.04. Removal. A director may be removed only for cause as
determined by the affirmative vote of the holders of at least a two-thirds (2/3)
majority of the shares then entitled to vote in an election of directors, which
vote may only be taken at a meeting of stockholders called expressly for that
purpose, or by a two-thirds (2/3) majority vote of the entire board of
directors. Cause for removal shall be deemed to exist only if the director whose
removal is proposed has been convicted of a felony by a court of competent
jurisdiction or has been adjudged by a court of competent jurisdiction to be
liable for gross negligence or misconduct in the performance of such director's
duty to the corporation, in a matter of substantial importance to the
corporation and such conviction or adjudication is no longer subject to direct
appeal. At least twenty (20) days prior to such meeting of stockholders, written
notice shall be sent to the director or
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directors whose removal will be considered at such meeting.

                                    ARTICLE V
                              BUSINESS COMBINATIONS

     Section 5.01. Rights of Stockholders. Except as otherwise expressly
provided in Section 5.02 of this Article V, a Business Combination (as
hereinafter defined) shall be approved only upon the affirmative vote of the
holders of at least two-thirds (2/3) of the Voting Stock (as hereinafter
defined) of this corporation voting together as a single class. Such affirmative
vote shall be required notwithstanding the fact that no vote may be required, or
that a lesser percentage may be provided, by law or regulation.

     Section 5.02. Exceptions. The provisions of Section 5.01 of this Article V
shall not be applicable to any particular Business Combination and such Business
Combination shall require only such affirmative vote of a majority of the Voting
Stock except otherwise as required by law, regulation or any other provision of
these Articles of Incorporation, if all of the conditions in either of the
following Subsections (1) or (2) are met:

       (1) Approval by directors. The Business Combination has been approved by
           a two- thirds (2/3) vote of all the Continuing Directors (as
           hereinafter defined); or

       (2) Combination with subsidiary. The Business Combination is solely
           between this corporation and a subsidiary of this corporation and
           such Business Combination does not have the direct or indirect effect
           set forth in Subsection 5.03(2)(e) of this Article V.

     Section 5.03. Certain Definitions. For purposes of this Article V and of
Article VI:

       (1) The term "person" means any individual, corporation, partnership,
           bank, association, joint stock company, trust, syndicate,
           unincorporated organization or similar company, or a group of two or
           more of the foregoing who act or agree to act together for the
           purpose of acquiring, holding, voting or disposing of securities of
           the corporation, or who seek to combine or pool their voting or other
           interests in the equity securities of the corporation for a common
           purpose, pursuant to any contract, understanding, relationship,
           agreement or other arrangement, whether written or otherwise.

       (2) "Business Combination" means any of the following transactions, when
           entered into by this corporation or subsidiary of this corporation
           with, or upon a proposal by, a Related Person:

           (a)  the acquisition, merger or consolidation of the corporation or
                any subsidiary of this corporation; or

           (b)  the sale, lease, exchange, mortgage, pledge, transfer or other
                disposition (in one or a series of transactions) of any assets
                of this corporation or any subsidiary of this corporation having
                an aggregate fair market value of equal to at least five percent
                (5%) of the consolidated assets of this corporation and its
                subsidiaries; or

           (c)  the issuance or transfer by this corporation or any subsidiary
                of the corporation (in one or a series of transactions) of
                securities of this corporation or that subsidiary having an
                aggregate fair market value equal to at least five percent (5%)
                of the consolidated assets of this corporation and its
                subsidiaries; or

           (d)  the adoption of a plan or proposal for the liquidation or
                dissolution of the corporation; or

           (e)  the reclassification of securities (including a reverse stock
                split), recapitalization, consolidation or any other transaction
                (whether or not involving a Related Person) which has the direct
                or indirect effect of increasing the voting power, whether or
                not then
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                exercisable, of a Related Person in any class or series of
                capital stock of this corporation or any subsidiary of this
                corporation.

       (3) "Related Person" means any person (other than this corporation, a
           subsidiary of this corporation, or any profit sharing, employee stock
           ownership or other employee benefit plan of this corporation or a
           subsidiary of this corporation or any trustee of or fiduciary with
           respect to any such plan acting in such capacity) that is the direct
           or indirect beneficial owner (as defined in Rule 13d-3 and Rule 13d-5
           under the Securities Exchange Act of 1934, as in effect on January 1,
           1986) of more than ten percent (10%) of the outstanding Voting Stock
           of this corporation, and any Affiliate or Associate of any such
           person.

       (4) "Continuing Director" means with respect to a particular Related
           Person or a proposal by such a Related Person, any member of the
           board of directors of this corporation who was a member of the board
           of directors of this corporation immediately prior to the time that
           the Related Person became a Related Person, and any director who is
           recommended or nominated to succeed a Continuing Director, or to fill
           a vacancy on the board of directors, by a majority of the Continuing
           Directors.

       (5) "Affiliate" and "Associate" have the respective meanings ascribed to
           such terms in Rule 12b-2 under the Securities Exchange Act of 1934,
           as in effect on January 1, 1986.

       (6) "Voting Stock" means all outstanding shares of the common or
           preferred stock of this corporation entitled to vote generally in the
           election of directors and each reference to a proportion of Voting
           Stock shall refer to shares having such proportion of the number of
           shares entitled to be cast.

     Section 5.04. Determinations by Continuing Directors. A two-thirds (2/3)
majority of all Continuing Directors shall have the power to make all
determinations with respect to this Article V, including, without limitation,
the transactions that are Business Combinations, the persons who are Related
Persons, and the time at which a Related Person became a Related Person, and any
such determinations of such Continuing Directors shall be conclusive and
binding.

     Section 5.05. Fiduciary Obligations. Nothing contained in this Article V
shall be construed to relieve any Related Person from any fiduciary obligation
imposed by law.

     Section 5.06. Amendment. The affirmative vote of at least two-thirds (2/3)
of the total votes eligible to be cast at a legal meeting of stockholders shall
be required to amend, repeal or adopt any provisions inconsistent with this
Article V. Notwithstanding the foregoing, this section shall be inapplicable and
the provisions of Article IX shall control in the event such action to amend,
repeal or adopt provisions inconsistent with this Article V is approved by a
two-thirds (2/3) majority of the Continuing Directors.


                                   ARTICLE VI
                              NON-MONETARY FACTORS

     The board of directors of this corporation, when evaluating any offer of
another person, (1) to make a tender or exchange offer for any equity security
of the corporation or (2) to effect a Business Combination, shall, in connection
with the exercise of its judgment in determining what is in the best interests
of the corporation as a whole, be authorized to give due consideration to such
factors as the board of directors determines to be relevant, including, without
limitation: (a) the interests of the corporation's stockholders; (b) whether the
proposed transaction might violate federal or state laws; (c) not only the
consideration being offered in the proposed transaction, in relation to the then
current market price for the outstanding capital stock of the corporation, but
also to the market price for the capital stock of the corporation over a period
of years, the estimated price that might be achieved in a negotiated sale of the
corporation as a whole or in part or through orderly liquidation, the premiums
over market price for the securities of other corporations in similar
transactions, current political, economic and other factors bearing on
securities
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prices and the corporation's financial condition and future prospects; and (d)
the social, legal and economic effects upon employees, customers and others
having relationships with the corporation, and the communities in which the
corporation conducts business.

     In connection with any such evaluation, the board of directors is
authorized to conduct such investigations and to engage in such legal
proceedings as the board of directors may determine.

                                  ARTICLE VII
                     STOCKHOLDER NOMINATIONS AND PROPOSALS

     Stockholder nominations of persons for election as directors of this
corporation and stockholder proposals must, in order to be voted upon, be made
in writing and delivered to the secretary of this corporation at least sixty
(60) days prior to the date of the annual meeting at which such nominations or
proposals are proposed to be voted upon; provided, however, that in the event
that the date of the annual meeting is advanced by more than thirty (30) days
from that of the prior year's annual meeting, such nominations or proposals must
be so delivered no later than the close of business on the tenth day following
the day on which notice of the date of the annual meeting was mailed to
stockholders. Stockholder nominations of persons for election as directors of
this corporation and stockholder proposals must be in such form and contain such
information as prescribed in the Bylaws.

                                  ARTICLE VIII
                  COMPLIANCE WITH FEDERAL LAWS AND REGULATIONS

     To promote compliance with the National Housing Act, as now or hereafter
amended, including the Change in Savings and Loan Control Act, and the Savings
and Loan Holding Company Act (collectively, the "Acts"), and regulations of the
Federal Home Loan Bank Board and the Federal Savings and Loan Insurance
Corporation (the "FHLBB Regulations"), the board of directors may (i) prohibit
the ownership, voting or transfer of any portion of the corporation's
outstanding capital stock to the extent the ownership, voting or transfer of
such portion would violate or reasonably appear to violate any provision of the
Acts or the FHLBB Regulations; or (ii) place such restrictions on the ownership,
voting or transfer of any such portion of the corporation's capital stock as the
board of directors in its reasonable judgment deems necessary to protect the
corporation or the corporation's other stockholders from the effects of an
apparent violation of the Acts or the FHLBB Regulations.


                                   ARTICLE IX
                AMENDMENT AND REPEAL OF ARTICLES OF INCORPORATION

     This corporation reserves the right to amend, alter, change or repeal any
provision contained in these Articles of Incorporation in the manner now or
hereafter prescribed by statute. Notwithstanding the foregoing, the approval of
at least a two-thirds (2/3) majority of the directors then in office (or such
greater proportion of directors and stockholders as may otherwise be required
pursuant to any specific provision of these Articles of Incorporation) shall be
required to amend, alter, repeal or change any provision of the Articles of
Incorporation.

                                    ARTICLE X
                         AMENDMENT AND REPEAL OF BYLAWS

     Bylaws may be adopted, amended or repealed by a resolution adopted by a
two-thirds (2/3) majority of the directors then in office.