PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

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First Capital, Inc.
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(Name of Registrant as Specified in Its Charter)

First Capital, Inc.
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March 12, 2002

Dear Shareholder:

You are cordially invited to attend the annual meeting of shareholders of
First Capital, Inc. We will hold the meeting at the main office of First
Harrison Bank, 220 Federal Drive, N.W., Corydon, Indiana, on Wednesday, April
24, 2002 at 12:00 noon, local time.

The notice of annual meeting and proxy statement appearing on the
following pages describe the formal business to be transacted at the meeting.
During the meeting, we will also report on the operations of the Company.
Directors and officers of the Company, as well as a representative of Monroe
Shine & Co., Inc., the Company's independent auditors, will be present to
respond to appropriate questions of shareholders.

It is important that your shares are represented at this meeting, whether
or not you attend the meeting in person and regardless of the number of shares
you own. To make sure your shares are represented, we urge you to complete and
mail the enclosed proxy card. If you attend the meeting, you may vote in person
even if you have previously mailed a proxy card.

We look forward to seeing you at the meeting.

Sincerely,

/s/ J. Gordon Pendleton

J. Gordon Pendleton
CHAIRMAN OF THE BOARD

FIRST CAPITAL, INC.
220 FEDERAL DRIVE
CORYDON, INDIANA 47112
(812) 738-2198

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

On April 24, 2002, First Capital, Inc. ("Company") will hold its annual
meeting of shareholders at the main office of First Harrison Bank, 220 Federal
Drive, N.W., Corydon, Indiana. The meeting will begin at 12:00 noon, local time.
At the meeting, shareholders will consider and act on the following:

1. The election of four directors of the Company;

2. The ratification of the appointment of Monroe Shine & Co., Inc. as
independent auditors for the Company for the fiscal year ending
December 31, 2002; and

3. Such other business that may properly come before the meeting.

NOTE: The Board of Directors is not aware of any other business to come
before the meeting.

Only shareholders of record at the close of business on March 1, 2002 are
entitled to receive notice of the meeting and to vote at the meeting and any
adjournment or postponement of the meeting.

Please complete and sign the enclosed form of proxy, which is solicited by
the Board of Directors, and mail it promptly in the enclosed envelope. The proxy
will not be used if you attend the meeting and vote in person.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Joel E. Voyles

Joel E. Voyles
CORPORATE SECRETARY

Corydon, Indiana
March 12, 2002

IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.

FIRST CAPITAL, INC.

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PROXY STATEMENT

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This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of First Capital, Inc. ("First Capital" or the
"Company") to be used at the annual meeting of shareholders of the Company. The
Company is the holding company for First Harrison Bank ("First Harrison"), which
formerly was known as First Federal Bank, a Federal Savings Bank ("First
Federal"). The annual meeting will be held at the main office of First Harrison
Bank, 220 Federal Drive, N.W., Corydon, Indiana, on Wednesday, April 24, 2002,
at 12:00 noon, local time. This proxy statement and the enclosed proxy card are
being first mailed to shareholders of record on or about March 12, 2002.

VOTING AND PROXY PROCEDURE

WHO CAN VOTE AT THE MEETING

You are entitled to vote your shares of First Capital common stock if the
records of the Company showed that you held your shares as of the close of
business on March 1, 2002. As of the close of business on March 1, 2002, a total
of 2,539,120 shares of First Capital common stock were outstanding. Each share
of common stock has one vote. The Company's Articles of Incorporation provides
that record holders of the Company's common stock who beneficially own, either
directly or indirectly, in excess of 10% of the Company's outstanding shares are
not entitled to any vote with respect to the shares held in excess of the 10%
limit.

ATTENDING THE MEETING

If you hold your shares of First Capital common stock in street name, you
will need proof of ownership to be admitted to the meeting. A recent brokerage
statement or letter from a bank or broker are examples of proof of ownership.

VOTE REQUIRED

The annual meeting will be held only if there is a quorum. A quorum exists
if a majority of the outstanding shares of common stock entitled to vote is
represented at the meeting. If you return valid proxy instructions or attend the
meeting in person, your shares will be counted for purposes of determining
whether there is a quorum, even if you abstain from voting. Broker non-votes
also will be counted for purposes for determining the existence of a quorum. A
broker non-vote occurs when a broker, bank or other nominee holding shares for a
beneficial owner does not vote on a particular proposal because the nominee does
not have discretionary voting power with respect to that item and has not
received voting instructions from the beneficial owner.

In voting on the election of directors, you may vote in favor of all
nominees, withhold votes as to all nominees, or withhold votes as to specific
nominees. There is no cumulative voting for the election of directors. Directors
must be elected by a plurality of the votes cast at the annual meeting. This
means that the nominees receiving the greatest number of votes will be elected.
Votes that are withheld and broker non- votes will have no effect on the outcome
of the election. In voting on the approval of the appointment of Monroe Shine &
Co., Inc. as independent auditors, you may vote in favor of the proposal, vote
against the proposal or abstain from voting. This matter will be decided by the
affirmative vote of a majority of the

votes cast at the annual meeting. On this matter, abstentions and broker
non-votes will have no effect on the voting.

VOTING BY PROXY

This proxy statement is being sent to you by the Board of Directors of
First Capital for the purpose of requesting that you allow your shares of First
Capital common stock to be represented at the annual meeting by the persons
named in the enclosed proxy card. All shares of First Capital common stock
represented at the meeting by properly executed and dated proxies will be voted
in accordance with the instructions indicated on the proxy card. If you sign,
date and return a proxy card without giving voting instructions, your shares
will be voted as recommended by the Company's Board of Directors. THE BOARD OF
DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE NOMINEES FOR DIRECTOR AND "FOR"
RATIFICATION OF MONROE SHINE & CO., INC. AS INDEPENDENT AUDITORS.

If any matters not described in this proxy statement are properly
presented at the annual meeting, the persons named in the proxy card will use
their own judgment to determine how to vote your shares. This includes a motion
to adjourn or postpone the meeting in order to solicit additional proxies. If
the annual meeting is postponed or adjourned, your First Capital common stock
may be voted by the persons named in the proxy card on the new meeting date as
well, unless you have revoked your proxy. The Company does not know of any other
matters to be presented at the meeting.

You may revoke your proxy at any time before the vote is taken at the
meeting. To revoke your proxy you must either advise the Secretary of the
Company in writing before your shares have been voted at the annual meeting,
deliver proxy instructions with a later date, or attend the meeting and vote
your shares in person. Attendance at the annual meeting will not in itself
constitute revocation of your proxy.

If your First Capital common stock is held in street name, you will
receive instructions from your broker, bank or other nominee that you must
follow in order to have your shares voted. Your broker or bank may allow you to
deliver your voting instructions via the telephone or the Internet. Please see
the instruction form provided by your bank or broker that accompanies this proxy
statement.

PARTICIPANTS IN FIRST HARRISON'S ESOP

If you participate in First Harrison's Employee Stock Ownership Plan
("ESOP") you will receive a vote authorization form that reflects all shares you
may vote under the plan. Under the terms of the ESOP, all shares held by the
ESOP are voted by the ESOP trustees, but each participant in the ESOP may direct
the trustees how to vote the shares of Company common stock allocated to his or
her account. The ESOP trustees, subject to the exercise of their fiduciary
duties, will vote unallocated shares of common stock held by the ESOP and
allocated shares for which no timely voting instructions are received in the
same proportion as shares for which the trustees have received voting
instructions. The deadline for returning your voting instructions to the ESOP's
trustees is April 17, 2002.

STOCK OWNERSHIP

The following table provides information as of March 1, 2002 about the
persons known to First Capital to be the beneficial owners of more than 5% of
the Company's outstanding common stock. A person may be considered to
beneficially own any shares of common stock over which he or she has, directly
or indirectly, sole or shared voting or investing power.

PERCENT OF
NUMBER OF COMMON STOCK
NAME AND ADDRESS SHARES OWNED OUTSTANDING
- ------------------ --------------- --------------

Douglas T. Breeden 168,190(1) 6.63%
Smith Breeden Associates, Inc.
100 Europa Drive
Suite 200
Chapel Hill, North Carolina 27514

(1) This information is derived from an amended Schedule 13G filed with the
Securities and Exchange Commission on February 13, 2001. Mr. Breeden
individually owns 25,000 shares of First Capital stock and 143,190 shares of
First Capital stock are owned by Smith Breeden Associates, of which Mr.
Breeden is the controlling shareholder.

The following table provides information as of March 1, 2002 about the
shares of First Capital common stock that may be considered to be owned by each
director, nominee for director or named executive officer of First Capital and
by all directors and executive officers of the Company as a group. Unless
otherwise indicated, each of the named individuals has sole voting power and
sole investment power with respect to the shares shown.

NUMBER OF SHARES
THAT MAY BE
NUMBER OF ACQUIRED WITHIN PERCENT OF
SHARES OWNED 60 DAYS BY COMMON STOCK
NAME (EXCLUDING OPTIONS) EXERCISING OPTIONS OUTSTANDING(1)
- ------------------------------------- --------------------- ------------------------- ------------------

Earl H. Book 77,135(2) 560 3.1%

James S. Burden 11,935(3) 560 *

John W. Buschemeyer 18,813(4) 560 *

William W. Harrod 4,854(5)(18) 4,550 *

Dennis L. Huber 7,407(6) 560 *

James E. Nett 3,100 560 *

J. Gordon Pendleton 23,925(7)(14) 1,400 1.0%

Kenneth R. Saulman 10,945(8) 280 *

Mark D. Shireman 32,760(9) 560 1.3%

Michael L. Shireman 8,739(10) 560 *

Gerald L. Uhl 29,815(11)(16) 860(17) 1.2%

Samuel E. Uhl 32,381(12)(15) 3,000 1.4%

Loren E. Voyles 54,279(13) 560 2.2%

All directors and executive officers 328,538 25,433 13.8%
as a group (16 persons)

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* Less than 1.0%.
(1) Based on 2,539,120 Company common stock outstanding and entitled to vote as
of March 1, 2002 plus the number of shares that may be acquired within 60
days by each individual (or group of individuals) by exercising stock
options.
(2) Includes 20,150 shares owned by Mr. Book's spouse.
(3) Includes 8,835 shares owned by Mr. Burden's spouse.
(4) Includes 5,560 shares owned by Mr. Buschemeyer's spouse and 921 shares of
unvested restricted stock awarded under the Company's Stock- Based Incentive
Plan to Mr. Buschemeyer as to which he has voting but not investment power.
(5) Includes 1,845 shares of unvested restricted stock as to which Mr. Harrod
exercises voting but not investment power.
(6) Includes 921 shares of unvested restricted stock as to which Mr. Huber
exercises voting but not investment power.
(7) Includes 3,690 shares of unvested restricted stock as to which Mr. Pendleton
exercises voting but not investment power.
(8) Includes 1,795 shares owned by a corporation controlled by Mr. Saulman, 921
shares of unvested restricted stock as to which Mr. Saulman exercises voting
but not investment power and 25 shares owned by Mr. Saulman's spouse.
(9) Includes 6,000 shares owned by Mr. Shireman's spouse, 500 shares owned by
Mr. Shireman's children and 921 shares of unvested restricted stock as to
which Mr. Shireman exercises voting but not investment power.
(10)Includes 5,639 shares owned by Mr. Shireman's spouse.
(11)Includes 11,774 shares owned by Mr. Uhl's spouse and 921 shares of unvested
restricted stock as to which Mr. Uhl exercises voting but not investment
power.
(12)Includes 200 shares owned by Mr. Uhl's spouse and 2,766 shares of unvested
restricted stock as to which Mr. Uhl exercises voting but not investment
power.
(13)Includes 49,135 shares owned by Mr. Voyles' spouse.
(14)Includes 709 shares allocated under the ESOP as to which the holder
exercises voting but not investment power.
(15)Includes 886 shares allocated under the ESOP as to which the holder
exercises voting but not investment power.
(16)Includes 224 shares allocated under the ESOP as to which the holder (Mr.
Uhl's spouse, who is an employee of the Bank) exercises voting but not
investment power.
(17)Includes 300 shares that Mr. Uhl's spouse has the right to buy.
(18)Includes 229 shares allocated under the ESOP as to which the holder
exercises voting but not investment power.

PROPOSAL 1 -- ELECTION OF DIRECTORS

The Company's Board of Directors consists of thirteen members, ten of
which are independent of management. Earl H. Book and Loren E. Voyles, having
reached the age limit established by the Board of Directors in the Company's
bylaws, will retire immediately after the annual meeting, at which point the
Board of Directors intends to adopt a resolution to reduce the size of the Board
to 11 members. The Board is divided into three classes with three-year staggered
terms, with approximately one-third of the directors elected each year. Four
directors will be elected at the annual meeting to serve for a three-year term,
or until their respective successors have been elected and qualified. The
nominees are J.Gordon Pendleton, Gerald L. Uhl, Dennis L. Huber and William W.
Harrod, all of whom are currently directors of the Company and First Harrison.

It is intended that the proxies solicited by the Board of Directors will
be voted for the election of the nominees named above. If any nominee is unable
to serve, the persons named in the proxy card would vote your shares to approve
the election of any substitute proposed by the Board of Directors.
Alternatively, the Board of Directors may adopt a resolution to reduce the size
of the Board. At this time, the Board of Directors knows of no reason why any
nominee might be unable to serve.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF ALL OF THE
NOMINEES.

Information regarding the nominees and the directors continuing in office
is provided below. Unless otherwise stated, each individual has held his current
occupation for the last five years. The age indicated in each individual's
biography is as of December 31, 2001. The indicated period for service as a
director includes service as a director of First Harrison before the formation
of the Company.

BOARD NOMINEES FOR ELECTION AS DIRECTORS

THE DIRECTORS STANDING FOR ELECTION ARE:

J. GORDON PENDLETON is Chairman of the Board of First Capital. Mr.
Pendleton was President and Chief Executive Officer of First Harrison from 1961
to 1996. From 1996 until First Harrison's merger with HCB Bancorp, he served as
Chief Executive Officer. Age 68. Director since 1963.

GERALD L. UHL is the Business Manager for Jacobi Sales, Inc., a farm
implement dealership in Palmyra, Indiana. Age 61. Director since 1973.

DENNIS L. HUBER is the President and Publisher of O'Bannon Publishing
Company, Inc. in Corydon, Indiana. Age 62. Director since 1997.

WILLIAM W. HARROD became President and Chief Executive Officer of First
Capital and Chief Operating Office of First Harrison in January 2000. Mr. Harrod
previously served as President and Chief Executive Officer of HCB Bancorp and
Harrison County Bank. Mr. Harrod is a former director of HCB Bancorp. Age 45.
Director since 2000.

DIRECTORS CONTINUING IN OFFICE

THE FOLLOWING DIRECTORS HAVE TERMS ENDING IN 2003:

JOHN W. BUSCHEMEYER is the President and majority owner of Hurst Lumber
Co. in Corydon, Indiana. Age 63. Director since 1973.

KENNETH R. SAULMAN is employed as a right-of-way supervisor for Clark
County REMC, an electrical service company in Sellersburg, Indiana. From July
1991 to March 1995, he was an area supervisor for Asplundh Tree Trimming in
Ramsey, Indiana. Age 59. Director since 1997.

LOREN E. VOYLES is the retired President of Harrison County Bank. Mr.
Voyles is a former director of HCB Bancorp. Age 72. Director since 2000. Mr.
Voyles will retire immediately after the annual meeting.

THE FOLLOWING DIRECTORS HAVE TERMS ENDING IN 2004:

SAMUEL E. UHL is the President and Chief Executive Officer of First
Harrison and Chief Operating Officer of First Capital. Mr. Uhl has served as
President of First Harrison since 1996. Upon completion of the merger of First
Federal and Harrison County Bank, Mr. Uhl added the title of Chief Executive
Officer of First Harrison Bank. Age 56. Director since 1995.

MARK D. SHIREMAN is the President of James L. Shireman Construction Co.,
Inc. in Corydon, Indiana. Age 50. Director since 1989.

JAMES S. BURDEN is the owner and operator of Tracy's Mobile Home Park in
Georgetown, Indiana and a bus driver for Floyd County Schools in New Albany,
Indiana. Mr. Burden is a former director of HCB Bancorp. Age 56. Director since
2000.

MICHAEL L. SHIREMAN is President of Uhl Truck Sales, a medium and heavy
truck dealer in Palmyra, Indiana. Mr. Shireman is a former director of HCB
Bancorp. Age 53. Director since 2000.

JAMES E. NETT is the controller for Koetter Woodworking, Inc. in Borden,
Indiana. Mr. Nett is a former director of HCB Bancorp. Age 58. Director since
2000.

The following family relationships exist between the directors and
officers of First Capital: Samuel E. Uhl and Gerald L. Uhl are brothers; Earl H.
Book is the brother-in-law of Samuel E. Uhl and Gerald L. Uhl; Michael L.
Shireman is the brother of Mark D. Shireman; and Loren E. Voyles is the father
of Joel E. Voyles, Senior Vice President of First Harrison Bank.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The business of First Capital and First Harrison is conducted through
meetings and activities of their Board of Directors and their committees. During
the fiscal year ended December 31, 2001, the Board of Directors of First Capital
held 12 meetings and the Board of Directors of First Harrison held 12 meetings.
No director attended fewer than 75% of the total meetings of the Boards of
Directors on which that director served.

The following table shows the current membership of the Board's
committees.

ASSET ASSET/
EXECUTIVE AUDIT COMPENSATION REVIEW LIABILITY NOMINATING
NAME COMMITTEE COMMITTEE COMMITTEE COMMITTEE COMMITTEE COMMITTEE
---- --------- --------- ----------- --------- --------- -----------

Earl H. Book * * *
James S. Burden * *
John W. Buschemeyer * *
William W. Harrod * * *
Dennis L. Huber * *
James E. Nett * *
J. Gordon Pendleton * * *
Kenneth R. Saulman * *
Mark D. Shireman * * *
Michael L. Shireman * *
Samuel E. Uhl * * *
Gerald L. Uhl * *
Loren E. Voyles * *

The Executive Committee meets as necessary between meetings of the full
Board of Directors. All actions of the Executive Committee must be ratified by
the full Board of Directors. The Executive Committee reviews strategic issues
and other matters such as directors' and officers' compensation. It then makes
recommendations to the full Board of Directors. The Executive Committee met one
time during the fiscal year ended December 31, 2001.

The Audit Committee is responsible for developing and monitoring the
Company's audit program. The Audit Committee recommends the appointment of the
independent auditor and meets with them to discuss the results of the annual
audit and any related matters. The Audit Committee also receives and reviews all
the reports and findings and other information presented to them by officers
regarding financial reporting policies and practices. It is responsible for the
internal control review and the internal audit review. The Audit Committee meets
as necessary and met four times during the fiscal year ended December 31, 2001.

The Compensation Committee is responsible for establishing and
recommending employee and executive compensation policy to the full Board of
Directors. The Compensation Committee met three times during the fiscal year
ended December 31, 2001.

The Asset Review Committee meets quarterly to assess the risk of First
Harrison's loan portfolio. The committee monitors residential loans above
$175,000, all commercial loans and loans 30 or more days delinquent. The
committee also reviews First Harrison's loan loss reserves. The Asset Review
Committee met four times in the fiscal year ended December 31, 2001.

The Asset/Liability Committee is responsible for establishing First
Capital's investment policy and for overseeing interest rate risk management,
funds management, liquidity management and capital management. The
Asset/Liability Committee did not meet during the fiscal year ended December 31,
2001.

The Nominating Committee selects annually the Boards's nominees for
election as directors. This committee met once to select management's nominees
for election at this annual meeting.

DIRECTORS' COMPENSATION

FEES. Members of First Harrison's Board of Directors received $700 per
meeting during 2001. They will receive $800 per meeting during 2002. No separate
fees are paid for service on First Capital's Board of Directors. Total fees paid
to directors of the Company and the Bank during the fiscal year ended December
31, 2001 were $116,200.

DIRECTORS' DEFERRED COMPENSATION PLAN. Certain directors have elected to
defer their monthly directors' fees until retirement with no income tax payable
by the director until retirement benefits are received. Upon the director's
termination of service on or after attaining age 70, the retired director
receives between $217 and $676 per month for 180 months. Benefits are also
payable upon disability, early retirement, other termination of service or
death. Directors Buschemeyer, Pendleton, Mark Shireman and Gerald Uhl
participate in the plan. For directors who did not elect to participate in the
plan prior to 1993 this plan is no longer available.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following information is furnished for William W. Harrod and Samuel E.
Uhl. No other executive officer of the Company or its subsidiaries received
salary and bonus of $100,000 or more during the fiscal year ended December 31,
2001.

LONG-TERM
COMPENSATION
-------------------------------
ANNUAL COMPENSATION AWARDS
----------------------- -------------------------------
RESTRICTED SECURITIES
STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL FISCAL SALARY AWARDS OPTIONS COMPENSATION
POSITIONS YEAR (1) BONUS (2) (#) (3)
- -------------------------------- ------------ ---------- ----------- ----------- --------------- ----------------

William W. Harrod 2001 $117,500 $12,783 $ -- -- $15,191
Chief Executive Officer 2000 112,200 11,030 33,825 7,500 9,483
and President

Samuel E. Uhl 2001 117,500 12,775 -- -- 17,203
Chief Operating Officer 2000 112,200 11,201 50,732 7,500 26,829
1999 85,008 10,702 -- -- 10,834

- ---------------------------------
(1)Includes directors fees.
(2)Includes 3,075 and 4,612 shares of restricted stock granted to Messrs. Harrod
and Uhl, respectively, under the Incentive Plan. The restricted stock awards
began vesting in five equal annual installments on January 12, 2001, the
first anniversary of the awards. At December 31, 2001 (the last trading day
in 2001), the market value of the unvested restricted stock awards for
Messrs. Harrod and Uhl was $35,424 and $53,122, respectively. Dividends paid
on restricted stock are distributed to award recipients.
(3)Consists of $1,771 for a company car, $6,304 for health insurance, $4,595 for
employer contribution to 401(k) plan and $2,521 for employer contribution to
ESOP for Mr. Harrod; $1,690 for a company car, $6,303 for health insurance,
$5,460 for employer contribution to 401(k) plan, $2,490 for employer
contribution to ESOP and $1,260 for unused vacation for Mr. Uhl. These
figures are for the year ended December 31, 2001.

AGGREGATED OPTION EXERCISES IN LAST YEAR AND FISCAL YEAR END OPTION VALUES

The following table provides information regarding option exercises by
Messrs. Harrod and Uhl during the year ended December 31, 2001 and unexercised
stock options for each individual as of December 31, 2001. Messrs. Harrod and
Uhl were not granted any stock options during the year ended December 31, 2001.

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FISCAL YEAR-END AT FISCAL YEAR-END (1)
SHARES ----------------------------- -----------------------------
ACQUIRED ON VALUE
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------- -------------- -------------- ------------- --------------- ------------- ---------------

William W. Harrod -- $ -- 2,585 7,240 $8,501 $23,570
Samuel E. Uhl 5,129 48,110 1,500 6,000 5,100 20,400

- -------------------------------
(1) Value of unexercised in-the-money stock options equals the market value of
shares covered by in-the-money options on December 31, 2001 (the last
trading day in 2001) less the option exercise price. Options are
in-the-money if the market value of shares covered by the options is
greater than the exercise price.

EMPLOYMENT AGREEMENTS

Effective January 12, 2000, First Harrison Bank and First Capital entered
into an employment agreement with Mr. Harrod and amended and restated Mr. Uhl's
existing employment agreement. The employment agreements provide for a
three-year term which is renewable on an annual basis. The employment agreements
provide that each executive's base salary will be reviewed annually. The current
base salary under the employment agreements for Mr. Harrod and Mr. Uhl
(collectively the "executive") is $115,206 for both men. In addition to the base
salary, the employment agreements provide for, among other things, participation
in stock benefits plans and other fringe benefits applicable to executive
personnel. The employment agreements provide for termination by First Harrison
Bank for cause, as defined in the employment agreements, at any time. If First
Harrison Bank chooses to terminate the executive's employment for reasons other
than for cause, or if either executive resigns from First Harrison Bank after
specified circumstances that would constitute constructive termination, the
executive or, if the executive dies, his beneficiary, would be entitled to
receive an amount equal to the payments that executive would have received
during the remaining term of his employment agreement, including base salary,
bonuses and other cash or deferred compensation paid or to be paid to executive
and contributions that would have been made on the executive's behalf to any
employee benefit plans of First Harrison Bank during the remaining term of the
employment agreements. First Harrison Bank would also continue to pay for the
executive's life, medical, dental and disability coverage for the remaining term
of the employment agreements. In the event executive terminates his employment
with First Harrison Bank due to a Disability, during the term of his employment
agreement, the Bank will pay executive, as disability pay, a bi-weekly payment
equal to three- quarters of executive's bi-weekly rate of salary on the date of
his termination. First Harrison Bank will also continue to provide executive
with life, medical, dental and disability coverage. Disability pay and health
and welfare insurance coverage will cease upon the earlier of: executive's
attainment of age 65; executive's death, expiration of the term of the
employment agreement or his return to full-time employment. Upon executive's
termination of employment for reasons other than cause or a change in control,
the executive must adhere to a one-year non-competition agreement.

The maximum present value of the severance benefits under the employment
agreements is 2.99 times the executive's average annual compensation during the
five-year period preceding the effective date of the change in control (the
"base amount'). The employment agreements provide that the value of the maximum
benefit may be distributed, at the executive's election, in the form of a lump
sum cash payment equal to 2.99 times the executive's base amount or a
combination of a cash payment and continued coverage under First Harrison Bank's
life, medical, dental and disability programs for a 36-month period following
the change in control, the total value of which does not exceed 2.99 times the
executive's base amount. Section 280G of the Internal Revenue Code provides that
severance payments that equal or exceed three times the individual's base amount
are deemed to be "excess parachute payments" if they are contingent upon a
change in control. Individuals receiving excess parachute payments are subject
to a 20% excise tax on the amount of the excess payments, and First Capital
would not be entitled to deduct the amount of the excess payments.

First Capital guarantees the payments to Mr. Harrod and Mr. Uhl under the
employment agreement if they are not paid by First Harrison Bank. First Capital
will pay or reimburse all reasonable costs and legal fees incurred by executive
under any dispute or question of interpretation relating to the employment
agreements, if executive is successful on the merits in a legal judgment,
arbitration or settlement. The employment agreements also provide that First
Harrison Bank will indemnify Mr. Harrod and Mr. Uhl to the fullest extent
legally allowable for all expenses and liabilities he may incur in connection
with any suit or

proceeding in which he may be involved by reason of his having been a director
or officer of First Harrison Bank or First Capital.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who own more than 10% of
any registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the SEC. Executive officers, directors
and greater than 10% shareholders are required by regulation to furnish the
Company with copies of all Section 16(a) reports they file.

Based solely on its review of the copies of the reports it has received
and written representations provided to the Company from the individuals
required to file the reports, the Company believes that each of its executive
officers and directors has complied with applicable reporting requirements for
transactions in First Capital common stock during the fiscal year ended December
31, 2001.

TRANSACTIONS WITH MANAGEMENT

Federal regulations require that all loans or extensions of credit to
executive officers and directors of insured financial institutions must be made
on substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other persons,
except for loans made pursuant to programs generally available to all employees,
and must not involve more than the normal risk of repayment or present other
unfavorable features. First Harrison is therefore prohibited from making any new
loans or extensions of credit to executive officers and directors at different
rates or terms than those offered to the general public, except for loans made
pursuant to programs generally available to all employees, and has adopted a
policy to this effect. In addition, loans made to a director or executive
officer in an amount that, when aggregated with the amount of all other loans to
such person and his or her related interests, are in excess of the greater of
$25,000 or 5% of the institution's capital and surplus (up to a maximum of
$500,000) must be approved in advance by a majority of the disinterested members
of the Board of Directors.

Director Gerald L. Uhl is a shareholder and the Business Manager of Jacobi
Sales, Inc. ("JSI"), a farm implement dealership that has contracted with First
Harrison to provide sales financing to customers of JSI. First Harrison does not
grant preferential credit under this arrangement. All sales contracts are
presented to First Harrison on a 50% recourse basis, with JSI responsible for
the sale and disposition of any repossessed equipment. During the fiscal year
ended December 31, 2001, First Harrison granted approximately $1.0 million of
credit to JSI customers. At December 31, 2001, seven loans outstanding totalling
$35,236 to JSI customers were delinquent 30 days or more.

PROPOSAL 2 -- RATIFICATION OF AUDITORS

The Board of Directors has appointed Monroe Shine & Co., Inc. to be the
Company's independent auditors for the 2002 fiscal year, subject to the
ratification by shareholders. A representative of Monroe Shine & Co. is expected
to be present at the annual meeting to respond to appropriate questions from
shareholders and will have the opportunity to make a statement should he desire
to do so.

If the ratification of the appointment of the auditors is not approved by
a majority of the votes cast by shareholders at the annual meeting, other
independent public accountants will be considered by the Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS.

The following table sets forth the fees billed to the Company for the
fiscal year ended December 31, 2001 by Monroe Shine & Co., Inc..

Audit Fees.................................. $51,200

Financial information and systems design and
implementation.............................. $ --

All other fees*............................. $42,580

- --------------------------
*Includes fees for tax-related services, assistance with securities
filings.

The Audit Committee believes that the provision of non-audit services by
Monroe Shine & Co., Inc. is compatible with maintaining Monroe Shine & Co.'s
independence.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Board of Directors is responsible for
exercising independent, objective oversight of First Capital's independent
auditors, accounting functions and internal controls. First Capital's Audit
Committee is composed of three directors, a majority of whom are independent
which satisfies The Nasdaq Stock Market, Inc.'s listing standards applicable to
companies like First Capital that satisfy the small business issuer reporting
criteria of the Securities and Exchange Commission. The Audit Committee acts
under a written charter adopted by the Board of Directors.

The Audit Committee reviewed and discussed the annual financial statements
with management and the independent accountants. As part of this process,
management represented to the Audit Committee that the financial statements were
prepared in accordance with generally accepted accounting principles. The Audit
Committee also received and reviewed written disclosures and a letter from the
accountants concerning their independence as required under applicable standards
for auditors of public companies. The Audit Committee discussed with the
accountants the contents of such materials, the accountant's independence and
the additional matters required under Statement on Auditing Standards No. 61.
Based on such review and discussion, the Audit Committee recommended that the
Board of Directors include the audited consolidated financial statements in
First Capital's Annual Report on Form 10-KSB for the year ended December 31,
2001 for filing with the Securities and Exchange Commission.

Members of the Audit Committee

James E. Nett (Chairman)
J. Gordon Pendleton
Mark D. Shireman

MISCELLANEOUS

The Company will pay the cost of this proxy solicitation. The Company will
reimburse brokerage firms and other custodians, nominees and fiduciaries for
reasonable expenses incurred by them in sending proxy materials to the
beneficial owners of First Capital common stock. In addition to soliciting
proxies by mail, directors, officers and regular employees of the Company may
solicit proxies personally or by telephone. None of these persons will receive
additional compensation for these activities.

HOUSEHOLDING OF PROXY STATEMENTS AND ANNUAL REPORTS

The Securities and Exchange Commission recently adopted rules that permit
companies to mail a single proxy statement and a single annual report to
shareholders to two or more shareholders sharing the same address -- a practice
known as "householding." Householding provides greater convenience to
shareholders and saves the Company money by reducing excess printing costs. You
may have been identified as living at the same address as another Company
shareholder. If this is the case and unless the Company receives contrary
instructions from you, we will continue to "household" your proxy statement and
annual report for the reasons stated above.

If you are a shareholder or a beneficial owner at a shared address to
which a single copy of both the proxy statement and the annual report have been
delivered, Registrar and Transfer Company, the Company's transfer agent, has
undertaken on behalf of the Company to deliver to you promptly upon written or
oral request a separate copy of this proxy statement and the annual report. If
you are such a shareholder or a beneficial owner and you would like to receive
your own copy of this proxy statement and the annual report, please contact
Registrar and Transfer Company either by phone at (800) 368-5948, by fax at
(908) 497-2318, by e-mail at info@rtco.com, or by mail at 10 Commerce Drive,
Cranford, New Jersey 07016-3572, and indicate that you are a shareholder at a
shared address and would like an additional copy of each document. If you are a
recordholder and would like to receive a separate proxy statement or annual
report in the future, please contact Registrar and Transfer Company at the phone
number or addresses listed above. If you are a beneficial owner and would like
to receive a separate proxy statement or annual report in the future, please
contact your broker, bank or other nominee.

If, on the other hand, you are a multiple shareholder sharing an address
and are receiving multiple copies of this proxy statement or the annual report,
please contact Registrar and Transfer Company at the phone number or at any of
the addresses listed above and all shareholders at the shared address can
request that only a single copy of each document be mailed to your address in
the future. If you are the beneficial owner, but not the recordholder, of
Company shares and wish to receive only one copy of the proxy statement and
annual report in the future, you will need to contact your broker, bank or other
nominee and all shareholders at the shared address can request that only a
single copy of each document be mailed to your address in the future.

SHAREHOLDER PROPOSALS AND NOMINATIONS

Proposals that shareholders seek to have included in the proxy statement
for the Company's next annual meeting must be received by the Company no later
than November 12, 2002. If next year's annual meeting is held on a date more
than 30 days from April 24, 2003, a shareholder proposal must be received within
a reasonable time before the Company begins to print and mail its proxy
solicitation materials for such annual meeting. Any such proposals will be
subject to the requirements of the proxy rules adopted by the Securities and
Exchange Commission.

The Company's Bylaws provide that in order for a shareholder to make
nominations for the election of directors or proposals for business to be
brought before the annual meeting, a shareholder must deliver notice of such
nominations and/or proposals to the Secretary not less than 90 nor more than 120
days prior to the date of the annual meeting; provided that if less than 100
days' notice of the annual meeting is given to shareholders, such notice must be
delivered not later than the close of the tenth day following the day on which
notice of the annual meeting was mailed to shareholders. A copy of the Bylaws
may be obtained from the Company.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Joel E. Voyles

Joel E. Voyles
CORPORATE SECRETARY

Corydon, Indiana
March 12, 2002

REVOCABLE PROXY
FIRST CAPITAL, INC.
ANNUAL MEETING OF SHAREHOLDERS

APRIL 24, 2002
12:00 NOON, LOCAL TIME

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Kenneth R. Saulman and John W. Buschemeyer
each with full power of substitution, to act as proxy for the undersigned, and
to vote all shares of common stock of First Capital, Inc. ("First Capital")
owned of record by the undersigned at the Annual Meeting of Shareholders, to be
held on April 24, 2002, at 12:00 noon, local time, at 220 Federal Drive, N.W.,
Corydon, Indiana, and at any and all adjournments and postponements thereof, as
designated below with respect to the matters set forth below and described in
the accompanying Proxy Statement and, in their discretion, for the election of a
person to the Board of Directors if any nominee named herein becomes unable to
serve or for good cause will not serve and with respect to any other business
that may properly come before the meeting. Any prior proxy or voting
instructions are hereby revoked.

1. The election as directors of all nominees listed (except as marked
to the contrary below).

J. Gordon Pendleton Dennis L. Huber
Gerald L. Uhl William W. Harrod

FOR ALL
FOR VOTE WITHHELD EXCEPT
--- ------------- ------

|_| |_| |_|

INSTRUCTION: To withhold your vote for any individual nominee, mark "FOR ALL
EXCEPT" and write that nominee's name in the space provided below.

- --------------------------------------------------------------------------------

2. The ratification of the appointment of Monroe Shine & Co., Inc. as
independent auditors for First Capital for the fiscal year ending December 31,
2002.

FOR AGAINST ABSTAIN
--- ------- -------
|_| |_| |_|

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED
PROPOSALS.

THIS PROXY, PROPERLY SIGNED AND DATED, IS REVOCABLE AND WILL BE VOTED AS
DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED "FOR"
EACH OF THE PROPOSALS LISTED ONLY IF SIGNED AND DATED. IF ANY OTHER BUSINESS IS
PRESENTED AT THE ANNUAL MEETING, INCLUDING WHETHER OR NOT TO ADJOURN THE ANNUAL
MEETING, THIS PROXY WILL BE VOTED BY THE PROXIES IN THEIR BEST JUDGMENT. AT THE
PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED
AT THE ANNUAL MEETING. THIS PROXY ALSO CONFERS DISCRETIONARY AUTHORITY ON THE
BOARD OF DIRECTORS TO VOTE WITH RESPECT TO THE ELECTION OF ANY PERSON AS
DIRECTOR WHERE THE NOMINEES ARE UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE
AND MATTERS INCIDENT TO THE CONDUCT OF THE MEETING.

Dated:___________________________

---------------------------------
SHAREHOLDER SIGN ABOVE

---------------------------------
CO-HOLDER (IF ANY) SIGN ABOVE

The above signed acknowledges receipt from First Capital, prior to the
execution of this proxy, of a Notice of Annual Meeting of Shareholders and a
Proxy Statement for the Annual Meeting.

Please sign exactly as your name appears on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder may sign but only one signature
is required.

-----------------------------

PLEASE COMPLETE, DATE, SIGN AND PROMPTLY MAIL THIS PROXY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

[FIRST CAPITAL, INC. LETTERHEAD]

Dear ESOP Participant:

On behalf of the Board of Directors of First Capital, Inc. (the
"Company"), I am forwarding you the attached vote authorization form provided
for the purpose of conveying your voting instructions to J. Gordon Pendleton and
Samuel E. Uhl (collectively the "ESOP Trustees") on the proposals at the Annual
Meeting of Shareholders of First Capital, Inc. to be held on April 24, 2002.
Also enclosed is a Notice and Proxy Statement for the Annual Meeting of First
Capital, Inc. Shareholders and a copy of the Company's Annual Report to
Shareholders.

As a participant in the First Harrison Bank Employee Stock Ownership Plan
(the "ESOP"), you are entitled to vote all shares of Company common stock
allocated to your account as of March 1, 2002. These allocated shares of Company
common stock will be voted as directed by you; provided your instructions are
received by the ESOP Trustees by April 17, 2002. The ESOP Trustees, subject to
their fiduciary duties, will vote any unallocated shares of Company common stock
and any allocated shares of Company common stock for which timely instructions
are not provided in a manner calculated to most accurately reflect the
instructions from participants regarding the shares of Company common stock
allocated to participants' accounts.

In order to direct the voting of the shares of Company common stock
allocated to your account under the ESOP, please complete and sign the attached
vote authorization form and return it in the enclosed postage-paid envelope no
later than April 17, 2002. Your vote will not be revealed, directly or
indirectly, to any officer, employee or director of the Company or First
Harrison Bank. The ESOP Trustees will use the voting results they receive from
participants to vote all the shares of Company common stock held in the ESOP
Trust.

Sincerely,

/s/ William W. Harrod

William W. Harrod
President and Chief Executive Officer

VOTE AUTHORIZATION FORM
-----------------------

I understand that the ESOP trustees are the holders of record and
custodian of all shares of First Capital, Inc. (the "Company") common stock
allocated to me under the First Harrison Bank Employee Stock Ownership Plan.
Further, I understand that my voting instructions are solicited on behalf of the
Company's Board of Directors for the Annual Meeting of Shareholders to be held
on April 24, 2002.

Accordingly, please vote my shares as follows:

1. The election as directors of all nominees listed (except as marked to the
contrary below).

J. Gordon Pendleton Dennis L. Huber
Gerald L. Uhl William W. Harrod

FOR ALL
FOR VOTE WITHHELD EXCEPT
--- ------------- ------

|_| |_| |_|

INSTRUCTION: To withhold your vote for any individual nominee, mark "FOR ALL
EXCEPT" and write that nominee's name in the space provided below.

- --------------------------------------------------------------------------------

2. The ratification of the appointment of Monroe Shine & Co., Inc. as
independent auditors for First Capital for the fiscal year ending December 31,
2002.

FOR AGAINST ABSTAIN
--- ------- -------
|_| |_| |_|

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED
PROPOSALS.

The ESOP Trustees are hereby authorized to vote any shares allocated to me
as indicated above.

______________________________ ________________________________________
Date Signature

PLEASE DATE, SIGN AND RETURN THIS FORM IN THE ENCLOSED ENVELOPE NO LATER THAN
APRIL 17, 2002.