FEDERAL DEPOSIT INSURANCE CORPORATION

IN RE: First Internet Bank of Indiana Indianapolis, Indiana

Application for Federal Deposit Insurance

ORDER

The undersigned, acting under delegated authority, has fully considered all available facts and information relevant to the factors of Section 6 of the Federal Deposit Insurance Act and relating to the application for federal deposit insurance, with membership in the Bank Insurance Fund, for First Internet Bank of Indiana, Indianapolis, Indiana, a proposed new state chartered stock bank to be located at 8335 Allison Pointe Trail, Suite 100, Indianapolis, Indiana, and has concluded that the application should be approved.

Accordingly, it is hereby ORDERED, for the reasons set forth in the attached Statement, that the application submitted on behalf of First Internet Bank of Indiana for federal deposit insurance be and the same hereby is approved subject to the following conditions:

1. That beginning paid-in capital funds of not less than $13,477,000 be provided;

2. That the bank have an audit of its financial statements conducted by a public accountant annually for the first three years after deposit insurance is effective, furnish a copy of any reports by the independent auditor, including any management letters, to the FDIC's Chicago Regional Office within 15 days after their receipt by the bank, and notify the Regional Office within 15 days when a change in its independent auditor occurs;

3. That any changes in proposed management or proposed ownership (10 percent or more of the stock), including new acquisitions of or subscriptions to 10 percent or more of the stock, will render this approval null and void unless such proposal is approved by the Regional Director of the FDIC's Chicago Regional Office prior to opening of the bank;

4. That during the first three years the bank maintain no less than an 8 percent Tier I capital ratio;

5. That, prior to opening for business, the bank will have a program in place to insure that its electronic information systems are able to perform correctly all automated processing operations, including interactions and interdependencies with other automated systems, involving dates later than December 31, 1999, consistent with the standards and guidance provided by the Federal Financial Institutions Examination Council;

6. That until the bank commences business, the Federal Deposit Insurance Corporation shall have the right to alter, suspend, or withdraw said approval should any interim development be deemed to warrant such action.

7. That the bank shall operate within the parameters of the submitted business plan. Any proposed major deviations or material changes from the submitted plan, in particular, changes pertaining to Internet operations, shall receive the prior written approval of the Regional Director;

8. That if federal deposit insurance has not become effective within twelve months from the date of this Order, or unless, in the meantime, a request for an extension of time has been approved by the Federal Deposit Insurance Corporation, the consent granted shall expire at the end of said twelve-month period.

Dated at Washington, D.C., this 27th day of October, 1998.

FEDERAL DEPOSIT INSURANCE CORPORATION

Mark S. Schmidt
Associate Director
Division of Supervision

FEDERAL DEPOSIT INSURANCE CORPORATION

IN RE: First Internet Bank of Indiana Indianapolis, Indiana

Application for Federal Deposit Insurance

STATEMENT

Pursuant to the provisions of section 5 of the Federal Deposit Insurance Act (12 U.S.C. 1815), an application for federal deposit insurance has been filed on behalf of First Internet Bank of Indiana, Indianapolis, Indiana, a proposed new state chartered stock bank to be located at 8335 Allison Pointe Trail, Suite 101, Indianapolis, Indiana.

First Internet Bank will offer traditional banking products on the Internet, and will have no traditional branch locations. Initial capitalization is adequate, and projected deposit growth, if realized, will result in operating profits within a reasonable period of time. The factors relating to general character and fitness of management and risk to the deposit insurance fund have been resolved as favorable. A review of the applicant's statements and other available information revealed no inconsistencies with the purpose of the Community Reinvestment Act.

The trade area is categorized into three segments in the application. Hamilton and Marion counties in Indiana are designated as the bank's primary trade area. The secondary market will be the state of Indiana, and the tertiary market will include all of the United States. No formal objections to this proposal were filed, and granting of deposit insurance to this institution would have no substantive effect on the competitive environment. The proposed investment in fixed assets is reasonable, and future earnings prospects are favorable.

Accordingly, based on careful evaluation of all available relevant facts and information, the Associate Director, pursuant to delegated authority, has concluded that approval of the application is warranted.

ASSOCIATE DIRECTOR
DIVISION OF SUPERVISION
FEDERAL DEPOSIT INSURANCE CORPORATION