FINB First Ind Corp (MM)

Item   5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 16, 2007, the Compensation Committee of the Board of Directors of First Indiana Corporation approved amendments to grant agreements with Robert H. Warrington relating to 37,500 restricted shares of First Indiana Corporation common stock and options to purchase 31,249 shares of stock and grant agreements with David L. Maraman relating to 22,727 restricted shares of stock. Specifically, these awards, which were scheduled to vest between May 31, 2008 and December 31, 2008, but would have vested automatically upon completion of the planned merger between First Indiana Corporation and Marshall & Ilsley Corporation, were amended so that the options to purchase stock will vest in full on the date two days after First Indiana Corporation files its Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, and the restricted stock will vest upon the approval by the shareholders of First Indiana Corporation of the merger with Marshall & Ilsley Corporation. The amendments do not change the size or value of the awards, but only change the date of vesting in order to realize certain income tax advantages available as a result of the earlier vesting. Assuming the value of First Indiana Corporation common stock is $32.00 per share (which is the merger consideration in the planned merger with Marshall & Ilsley Corporation), the sum of the value of the restricted stock as to which vesting was accelerated by these amendments and the net value over the exercise prices of the options as to which vesting was accelerated is $1,710,609 for Mr. Warrington and $727,264 for Mr. Maraman.