UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant |X|
Filed by a 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 toss.240.14a-12

NORTHEAST INDIANA BANCORP, INC.
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(Name of Registrant as Specified In Its Charter)

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(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)(1) and 0-11.

1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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|_| 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. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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[NORTHEAST INDIANA BANCORP LETTERHEAD]

March 21, 2003

Dear Fellow Stockholder:

On behalf of the Board of Directors and management of Northeast Indiana
Bancorp, Inc., we cordially invite you to attend the annual meeting of
stockholders. The meeting will be held at 1:00 p.m. eastern standard time, on
April 23, 2003 at First Federal Savings Bank's North Office, located at 100
Frontage Road, Huntington, Indiana.

An important aspect of the annual meeting process is the stockholder vote
on corporate business items. I urge you to exercise your rights as a stockholder
to vote and participate in this process. Stockholders are being asked to
consider and vote upon the election of two directors and the ratification of the
appointment of our independent auditors. We encourage you to attend the annual
meeting in person. Whether or not you plan to attend, however, please read the
enclosed proxy statement and then complete, sign and date the enclosed proxy
card and return it in the accompanying postpaid return envelope as promptly as
possible. This will save us the additional expense in soliciting proxies and
will ensure that your shares are represented at the annual meeting.

Very truly yours,

/s/ Stephen E. Zahn
---------------------------------
Stephen E. Zahn
Chairman of the Board, President
and Chief Executive Officer

NORTHEAST INDIANA BANCORP, INC.
648 North Jefferson Street
Huntington, Indiana 46750
(260) 356-3311
www.firstfed-neib.com

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be Held on April 23, 2003

Notice is hereby given that an annual meeting of stockholders of Northeast
Indiana Bancorp, Inc. will be held at 1:00 p.m. eastern standard time, on April
23, 2003 at First Federal Savings Bank's North Office, located at 100 Frontage
Road, Huntington, Indiana.

A proxy card and a proxy statement for the annual meeting are enclosed.

The annual meeting is for the purpose of considering and acting upon:

The election of two directors of Northeast Indiana Bancorp, each with
a term of three years;

The ratification of the appointment of Crowe, Chizek and Company LLP,
as independent auditors for Northeast Indiana Bancorp for the fiscal
year ending December 31, 2003;

and such other matters as may properly come before the annual meeting, or any
adjournments or postponements thereof. We are not aware of any other business to
come before the annual meeting.

Any action may be taken on the foregoing matters at the annual meeting on
the date specified above, or on any date or dates to which the annual meeting
may be postponed or adjourned. Stockholders of record at the close of business
on March 7, 2003 are the stockholders entitled to vote at the annual meeting,
and any adjournments or postponements thereof. A complete list of stockholders
entitled to vote at the annual meeting will be available for your inspection at
Northeast Indiana Bancorp's executive office, located at 648 North Jefferson
Street, Huntington, Indiana 46750, during the ten days prior to the annual
meeting and also will be available for inspection at the annual meeting.

You are requested to complete and sign the enclosed form of proxy, which is
solicited on behalf of the Board of Directors, and to mail it promptly in the
enclosed envelope. Your proxy will not be used if you attend and vote at the
annual meeting in person.

By Order of the Board of Directors

/s/ Stephen E. Zahn
------------------------------------
Stephen E. Zahn
Chairman of the Board, President
and Chief Executive Officer

Huntington, Indiana
March 21, 2003

IMPORTANT: The prompt return of proxies will save us the expense of further
requests for proxies to ensure a quorum at the annual meeting. A pre-addressed
envelope is enclosed for your convenience. No postage is required if mailed
within the United States.

PROXY STATEMENT

NORTHEAST INDIANA BANCORP, INC.
648 North Jefferson Street
Huntington, Indiana 46750
(260) 356-3311
www.firstfed-neib.com

ANNUAL MEETING OF STOCKHOLDERS
April 23, 2003

This proxy statement is furnished in connection with the solicitation on
behalf of the Board of Directors of Northeast Indiana Bancorp, Inc. ("Northeast
Indiana Bancorp") of proxies from the holders of Northeast Indiana Bancorp
common stock for use at our annual meeting of stockholders. We are first mailing
this proxy statement and the enclosed form of proxy to our stockholders on or
about March 21, 2003.

Certain of the information provided herein relates to our wholly owned
subsidiary, First Federal Savings Bank.

Time and Place of the Annual Meeting; Matters to be Considered

Our annual meeting will be held as follows:

Date: April 23, 2003
Time: 1:00 p.m., eastern standard time
Place:North Office of First Federal Savings Bank
100 Frontage Road
Huntington, Indiana

At the annual meeting, stockholders are being asked to consider and vote
upon the following matters:

o the election of two directors of Northeast Indiana Bancorp, each
with a term of three years;

o the ratification of the appointment of Crowe, Chizek and Company
LLP, as Northeast Indiana Bancorp's independent auditors for the
fiscal year ending December 31, 2003;

and any other matters that may properly come before the annual meeting. As of
the date of this proxy statement, we are not aware of any other business to be
presented for consideration at the annual meeting.

Voting Rights of Stockholders; Votes Required for Approval

Only holders of record of Northeast Indiana Bancorp common stock on March
7, 2003 are entitled to notice of and to vote at the annual meeting. You are
entitled to one vote for each share of Northeast Indiana Bancorp common stock
you own as of the record date. On March 7, 2003, 1,483,909 shares of Northeast
Indiana Bancorp common stock were outstanding and entitled to vote at the annual
meeting.

Directors shall be elected by a plurality of the votes cast in person or by
proxy at the annual meeting. In all matters other than the election of
directors, the affirmative vote of a majority of the votes cast on the matter
shall be the act of the stockholders. In the election of directors, votes may be
cast in favor of or withheld from each nominee. Votes that are withheld are not
included in determining the number of votes cast and, therefore, have no effect
on the voting results. With respect to the ratification of the appointment of
the independent auditors, proxies marked to abstain have the same effect as
votes against the ratification. Broker non-votes have no effect on the vote.
One-third of the shares of the Northeast Indiana Bancorp common stock, present
in person or represented by proxy, shall constitute a quorum for purposes of the
annual meeting. Abstentions and broker non-votes are counted for purposes of
determining a quorum.

The Northeast Indiana Bancorp Board of Directors unanimously recommends
that you vote "FOR" the election of the Board of Directors' nominees and "FOR"
the ratification of Crowe, Chizek and Company LLP as Northeast Indiana Bancorp's
independent auditors for the fiscal year ending December 31, 2003.

Voting of Proxies; Revocability of Proxies; Proxy Solicitation Costs

Proxies are solicited to provide all stockholders of record on the voting
record date an opportunity to vote on matters scheduled for the annual meeting
and described in these materials. Shares of Northeast Indiana Bancorp common
stock can only be voted if the stockholder is present in person at the annual
meeting or by proxy. To ensure your representation at the annual meeting, we
recommend you vote by proxy even if you plan to attend the annual meeting. You
can always change your vote at the annual meeting.

Voting instructions are included on your proxy card. Shares of Northeast
Indiana Bancorp common stock represented by properly executed proxies will be
voted by the individuals named in such proxy in accordance with the
stockholder's instructions. Where properly executed proxies are returned to us
with no specific instruction as to how to vote at the annual meeting, the
persons named in the proxy will vote the shares "FOR" the election of the Board
of Directors' nominees and "FOR" the ratification of the appointment of Crowe,
Chizek and Company LLP as our independent auditors for the fiscal year ending
December 31, 2003. Should any other matters be properly presented at the annual
meeting for action, the persons named in the enclosed proxy and acting
thereunder will have the discretion to vote on these matters in accordance with
their best judgment.

You may receive more than one proxy card depending on how your shares are
held. For example, you may hold some of your shares individually, some jointly
with your spouse and some in trust for your children - in which case you will
receive three separate proxy cards to vote.

You may revoke your proxy before it is voted by: (i) submitting a new proxy
with a later date relating to the same shares and delivering it to the Secretary
of Northeast Indiana Bancorp; (ii) notifying the Secretary of Northeast Indiana
Bancorp in writing before the annual meeting that you have revoked your proxy;
or (iii) voting in person at the annual meeting. Any written notice shall be
delivered to Dee Ann Hammel, Secretary of Northeast Indiana Bancorp at 648
Jefferson Street, Huntington, Indiana 46750.

If you plan to attend the annual meeting and wish to vote in person, we
will give you a ballot at the annual meeting. However, if your shares are held
in the name of your broker, bank or other nominee, you must bring an account
statement or letter from the nominee indicating that you were the beneficial
owner of Northeast Indiana Bancorp common stock on March 7, 2003, the record
date for voting at the annual meeting and the number of shares held by the
nominee on your behalf.

We will pay the cost of soliciting proxies. In addition to this mailing,
our directors, officers and employees may also solicit proxies personally,
electronically or by telephone. We will also reimburse brokers and other
nominees for their reasonable expenses in sending these materials to you and
obtaining your voting instructions.

Voting Securities and Principal Holders Thereof

The following table sets forth as of March 7, 2003, information regarding
share ownership of: (i) those persons or entities known by us to beneficially
own more than five percent of the Northeast Indiana Bancorp common stock; (ii)
each member of the Northeast Indiana Bancorp Board of Directors; (iii) each
executive officer of Northeast Indiana Bancorp named in the Summary Compensation
table appearing under "Executive Compensation" below; and (iv) all current
directors and executive officers of Northeast Indiana Bancorp as a group. The
address of each of the beneficial owners, except where otherwise indicated, is
the same address as Northeast Indiana Bancorp.

Shares Percent
Beneficial Owner Beneficially Owned of Class

Northeast Indiana Bancorp, Inc. Employee Stock 185,370(1) 12.5%
Ownership Plan ("ESOP")

First Manhattan Co. 123,190(2) 8.3
437 Madison Avenue
New York, New York 10022

Stephen E. Zahn, Chairman of the Board, President and 171,501(3) 11.1
Chief Executive Officer

Dan L. Stephan, Director 18,802(4) 1.3

J. David Carnes, Director 27,584(5) 1.9

Randall C. Rider, Director 30,584(6) 2.0

Michael S. Zahn, Director and Senior Vice President 21,702(7) 1.5

Directors and executive officers as a group (8 persons) 304,139(8) 19.0

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(1) The amount reported represents 185,370 shares of common stock held by the
ESOP, 126,974 of which have been allocated to accounts of participants as
of March 7, 2003. First Federal Savings Bank is the trustee of the ESOP and
may be deemed to beneficially own the shares held by the ESOP which have
not been allocated to accounts of participants. Participants in the ESOP
are entitled to instruct the ESOP trustee as to the voting of the shares
allocated to their ESOP accounts. For each issue voted upon by the
stockholders of Northeast Indiana Bancorp, the unallocated shares held by
the ESOP are voted by the ESOP trustee in the same proportion as the
participants who directed the trustee as to the voting of the shares
allocated to their plan accounts. Allocated shares as to which the ESOP
trustee receives no voting instructions are voted by the trustee in its
discretion.
(2) As reported on Schedule 13G/A filed on February 14, 2003. First Manhattan
Co. reports that it has sole voting and dispositive power over 108,290 of
the shares listed above, shared voting power over 3,350 shares, and shared
dispositive power over 14,900 shares.
(3) The amount of shares beneficially owned by Mr. S. Zahn includes: (i) 27,665
shares owned directly; (ii) 16,009 shares held jointly by Mr. S. Zahn and
his wife; (iii) 4,673 shares held by Mr. S. Zahn's wife with respect to
which Mr. S. Zahn shares voting and dispositive power; (iv) 23,011 shares
allocated to Mr. S. Zahn's ESOP account; (v) 60,565 shares which Mr. S.
Zahn has the right to acquire pursuant to stock options that are
exercisable at or within 60 days of March 7, 2003; (vi) 2,396 shares held
in Mr. S. Zahn's 401(k) account; and (vii) 37,182 shares held in a
revocable trust as to which Mr. S. Zahn is a trustee.
(4) The amount of shares beneficially owned by Mr. Stephan includes: (i) 10,000
shares owned directly and (ii) 8,802 shares which Mr. Stephan has the right
to acquire pursuant to stock options that are exercisable at or within 60
days of March 7, 2003.

(5) The amount of shares beneficially owned by Dr. Carnes includes: (i) 8,307
shares owned directly; (ii) 9,075 shares held jointly by Dr. Carnes and his
wife; and (iii) 10,202 shares which Dr. Carnes has the right to acquire
pursuant to stock options that are exercisable at or within 60 days of
March 7, 2003.
(6) The amount of shares beneficially owned by Mr. Rider includes: (i) 8,911
shares owned directly; (ii) 8,471 shares held by Mr. Rider's wife with
respect to which Mr. Rider shares voting and dispositive power; and (iii)
13,202 shares which Mr. Rider has the right to acquire pursuant to stock
options that are exercisable at or within 60 days of March 7, 2003.
(7) The amount of shares beneficially owned by Mr. M. Zahn includes: (i) 11,520
shares owned directly; (ii) 4,215 shares allocated to Mr. M. Zahn's ESOP
account; and (iii) 5,967 shares which Mr. M. Zahn has the right to acquire
pursuant to stock options that are exercisable at or within 60 days of
March 7, 2003. The amount does not include 3,845 shares of restricted stock
with respect to which Mr. M. Zahn has no voting or dispositive power until
vesting.
(8) The amount includes shares held directly, as well as jointly with family
members, shares held in retirement accounts, in a fiduciary capacity, by
certain family members or by trusts of which the director or executive
officer is a trustee or substantial beneficiary, with respect to which the
individual may be deemed to have sole or shared voting and/or dispositive
power. The amount also includes an aggregate of 115,738 shares which
directors and executive officers as a group have the right to acquire
pursuant to stock options that are exercisable at or within 60 days of
March 7, 2003 and an aggregate of 41,436 shares allocated to the ESOP
accounts of the executive officers as of March 7, 2003.

Compliance with Section 16(a)

Section 16(a) of the Exchange Act requires our directors and executive officers,
and persons who own more than 10% of a registered class of Northeast Indiana's
equity securities, to file with the SEC initial reports of ownership and reports
of changes in ownership of Common Stock and other equity securities of Northeast
Indiana. Officers, directors and greater than 10% stockholders are required by
SEC regulation to furnish us with copies of all Section 16(a) forms they file.

To our knowledge, based solely on a review of the copies of such reports
furnished to us and the written representations that no other reports were
required, all Section 16(a) filing requirements applicable to our officers,
directors and greater than 10% beneficial owners were complied with during the
fiscal year ended December 31, 2002, except that Thomas P. Frantz filed one late
report on Form 4 that included one transaction.

ELECTION OF DIRECTORS

Our Board of Directors currently consists of five members, each of whom is
also a director of First Federal Savings Bank. Directors are generally elected
to serve for three-year staggered terms or until their respective successors
have been elected and qualified. Approximately one-third of the directors are
elected annually.

The following table sets forth certain information regarding the Board of
Directors, including each director's term of office and the Board nominee for
election. The nominee has consented to being named in this proxy statement and
has agreed to serve if elected. If a nominee is unable to stand for election,
the Board of Directors may either reduce the number of directors to be elected
or select a substitute nominee. If a substitute nominee is selected, the proxy
holders will vote your shares for the substitute nominee, unless you have
withheld authority. Except as described herein, there are no arrangements or
understandings between any director or nominee and any other person pursuant to
which such director or nominee was selected.

Director Term
Name Position(s) Held with Northeast Indiana Bancorp Age(1) Since(2) Expires

NOMINEES

Michael S. Zahn Director and Senior Vice President 33 2000 2006
Randall C. Rider Director 52 1989 2006
DIRECTORS CONTINUING IN OFFICE
Stephen E. Zahn Chairman of the Board, President and Chief Executive 60 1965 2004
Officer
Dan L. Stephan Director 55 1987 2004
J. David Carnes Director 51 1991 2005

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(1) At December 31, 2002.
(2) Includes service as a director of First Federal Savings Bank.

The business experience of each director is set forth below. All directors
have held their present positions for at least the past five years, except as
otherwise indicated.

J. David Carnes, MD. Dr. Carnes has, since 1981, practiced medicine in
Huntington, Indiana.

Stephen E. Zahn. Mr. S. Zahn is the Chairman of the Board, President and
Chief Executive Officer of Northeast Indiana Bancorp and First Federal Savings
Bank. Mr. S. Zahn has served in such capacities for Northeast Indiana Bancorp
since 1995. Mr. S. Zahn joined First Federal Savings Bank in 1964 as Secretary
and Treasurer. He became President of First Federal Savings Bank in 1980 and
Chairman of the Board and Chief Executive Officer of First Federal Savings Bank

in 1991. Mr. S. Zahn is the father of Michael S. Zahn, Director and Senior Vice
President of Northeast Indiana Bancorp and First Federal Savings Bank.

Michael S. Zahn. Mr. M. Zahn is Senior Vice-President of Northeast Indiana
Bancorp and First Federal Savings Bank. Mr. M. Zahn joined First Federal Savings
Bank in 1996 as a loan officer. Prior to his employment with First Federal
Savings Bank, Mr. Zahn worked as a Senior Underwriter for a regional insurance
carrier. Mr. M. Zahn is the son of Stephen E. Zahn, Chairman of the Board,
President and Chief Executive Officer of Northeast Indiana Bancorp and First
Federal Savings Bank.

Randall C. Rider. Mr. Rider is President of Lime City Manufacturing Co.,
Inc., a position he has held since 1983.

Dan L. Stephan. Mr. Stephan is a retired State Representative to the
Indiana Legislature, a position he was first elected to in 1980 and retired at
end of 1998. Mr. Stephan is also employed as a sales representative for the
Variable Annuity Life Insurance Company.

Meetings and Committees of the Board of Directors

Board and Committee Meetings of Northeast Indiana Bancorp. Meetings of
Northeast Indiana Bancorp's Board of Directors are generally held on a monthly
basis. The Board of Directors met 12 times during fiscal 2002. During fiscal
2002, no incumbent director attended fewer than 75% of the total number of Board
meetings and the total number of meetings held by the Board committees on which
he served.

The Board of Directors has standing Audit, Nominating, Proxy and
Compensation Committees. We do not have a standing executive committee.

The Audit Committee reviews audit reports and related matters to ensure
effective compliance with regulations and internal policies and procedures. This
committee also acts on the recommendation by management to engage an accounting
firm to perform the annual audit and acts as a liaison between the auditors and
the Board. The current members of this committee are Directors Rider (Chairman),
Stephan, and Carnes. This Committee met two times during fiscal 2002. For
additional information regarding the Audit Committee, see "Audit Committee
Matters" below.

The Nominating Committee meets annually in order to nominate candidates for
membership on the Board of Directors. This committee is comprised of Board
members who are not up for election. The Nominating Committee will consider
nominees who are recommended by stockholders, provided such nominees are
recommended in accordance with the nominating procedures set forth in the
Northeast Indiana Bancorp's By-Laws. This Committee met once during fiscal 2002.

The Proxy Committee meets annually to review proxies for the current year
prior to the annual meeting. Members of the committee are Directors Stephen Zahn
and Michael Zahn. This Committee met once during fiscal 2002.

The Compensation Committee establishes our compensation policies and
reviews compensation matters. The current members of this committee are
Directors Stephan, Rider and Carnes. This committee met twice during fiscal
2002.

Board and Committee Meetings of First Federal Savings Bank. First Federal
Savings Bank's Board of Directors meets at least monthly. The Board of Directors
met 12 times during the year ended December 31, 2002. During 2002, no director
of First Federal Savings Bank attended fewer than 75% of the total number of
Board meetings and the total number of meetings held by the Board committees on
which he served. First Federal Savings Bank has standing Nominating, Audit and
Compensation Committees.

The Audit Committee is responsible for setting policies with regard to
internal controls and outside auditors. In addition, the Audit Committee reviews
the reports of the independent auditors and regulators. This committee is
comprised of Directors Rider (Chairman), Stephan and Carnes. The Audit Committee
met two times during fiscal 2002.

The Nominating Committee meets annually to recommend nominations to First
Federal Savings Bank's Board of Directors. This committee is comprised of Board
members who are not up for election. The Nominating Committee will consider
nominees who are recommended by stockholders, provided such nominees are
recommended in accordance with the nominating procedures set forth in the First
Federal Saving Bank's By-Laws. This Committee met once during fiscal 2002.

The Compensation Committee reviews and makes recommendations to First
Federal Savings Bank's Board of Directors for compensation issues. This
committee, currently comprised of Directors Stephan, Rider and Carnes, met twice
during fiscal 2002.

Audit Committee Matters

Audit Committee Report. The Audit Committee of the Board of Directors of
Northeast Indiana Bancorp has issued the following report with respect to the
audited consolidated financial statements of Northeast Indiana Bancorp as of and
for the fiscal year ended December 31, 2002:

o The Audit Committee has reviewed and discussed with Northeast Indiana
Bancorp's management Northeast Indiana Bancorp's fiscal 2002 audited
consolidated financial statements;

o The Audit Committee has discussed with Northeast Indiana Bancorp's
independent auditors (Crowe, Chizek and Company LLP) the matters required
to be discussed by Statement on Auditing Standards No. 61;

o The Audit Committee has received the written disclosures and letter from
the independent auditors required by Independence Standards Board No. 1
(which relates to the auditors' independence from Northeast Indiana Bancorp
and its related entities) and has discussed with the auditors their
independence from Northeast Indiana Bancorp; and

o Based on the review and discussions referred to in the three items above,
the Audit Committee recommended to the Board of Directors that the audited
consolidated financial statements be included in Northeast Indiana
Bancorp's Annual Report on Form 10-KSB for the fiscal year ended December
31, 2002.

Submitted by the Audit Committee of the Board of Directors of Northeast
Indiana Bancorp:

Randall C. Rider, Chairman
Dan L. Stephan
J. David Carnes

Independence. All of the members of the Audit Committee are "independent"
under the definition of independence contained in the National Association of
Securities Dealers' listing standards for the Nasdaq Stock Market.

Audit Committee Charter. Northeast Indiana Bancorp has adopted a written
audit committee charter. A copy of the charter was attached to the proxy
statement of Northeast Indiana Bancorp filed with the SEC on March 26, 2001.

Director Compensation

Directors of Northeast Indiana Bancorp are paid $200 per regular meeting
for their service in such capacity. Directors of First Federal Savings Bank
receive a retainer fee of $1,625 per quarter and $350 per regular monthly
meeting. Directors do not receive any compensation for participation on the
committees of the Boards of Directors of Northeast Bancorp and First Federal
Savings Bank.

Deferred Compensation Program. First Federal Savings Bank has a deferred
compensation program for the benefit of its directors. This program permits
participating directors to defer up to a maximum of $400 of Board fees per month
or $4,800 per year, over a five year period which ended December 31, 1996,
except for Director Michael Zahn who may defer up to a maximum of $500 of Board
fees per month or $6,000 per year, over a five year period which will end July
31, 2005. Generally upon attaining age 65, the director (or in the event of
death, his designated beneficiary) receives a monthly cash payment based upon
the amount of fees deferred for a period of up to 120 months. In addition, the
designated beneficiary of each participating director will receive a $10,000
burial fee. In order to balance the expected payments under the deferred
compensation plan, First Federal Savings Bank has purchased life insurance
policies on the lives of the participating directors. Although the insurance
policies do not generate periodic payments to cover the monthly payments owed to
retiring directors, the death benefits payable on the insurance policies have
been selected to actuarially approximate the future monthly payment obligation.
During fiscal 2002, Director Michael Zahn deferred a total of $6,000 in Board
fees pursuant to this program. No other director deferred his First Federal
Savings Bank Board fees in fiscal 2002.

Executive Compensation

Our executive officers do not receive any compensation for services
performed in their capacity as such. The following table sets forth the
compensation paid by First Federal Savings Bank during fiscal 2002 to the
President and Chief Executive Officer of Northeast Indiana Bancorp and First
Federal Savings Bank. No other executive officer earned salary and bonus
exceeding $100,000 in fiscal 2002.

====================================================================================================================

SUMMARY COMPENSATION TABLE
- --------------------------------------------------------------------------------------------------------------------
Long Term Compensation
Annual Compensation Awards

- --------------------------------------------------------------------------------------------------------------------
Restricted
Stock Options/ All Other
Fiscal Salary Bonus Award(s) SARs Compensation
Name and Principal Position Year ($)(1) ($) ($) (#) ($)
- --------------------------------------------------------------------------------------------------------------------

Stephen E. Zahn, Chairman of 2002 $167,500 $12,500 --- --- $128,850(2)
the Board, President and Chief
Executive Officer
2001 161,500 15,000 113,123(3)
2000 158,570 --- --- 168,176(4)
---
====================================================================================================================

(1) Includes directors' fees of $13,100 for 2002 and $11,600 for each of 2001
and 2000, respectively.
(2) Includes: (i) $11,725 of life, health and disability insurance premiums
paid by First Federal Savings Bank; (ii) $4,431 of contributions by First
Federal Savings Bank to Mr. S. Zahn's 401(k) plan account; (iii) $49,041
accrued by First Federal Savings Bank under the Executive Supplemental
Retirement Income Plan on behalf of Mr. S. Zahn; (iv) $32,409 accrued by
First Federal Savings Bank under the Shareholder Benefit Plan on behalf of
Mr. S. Zahn; (v) $26,988 of contributions to Mr. S. Zahn's ESOP account;
and (vi) $4,256 allocated based on the personal use of an automobile by Mr.
S. Zahn.
(3) Includes: (i) $9,648 of life, health and disability insurance premiums paid
by First Federal Savings Bank; (ii) $4,497 of contributions by First
Federal Savings Bank to Mr. S. Zahn's 401(k) plan account; (iii) $43,318
accrued by First Federal Savings Bank under the Executive Supplemental
Retirement Income Plan on behalf of Mr. S. Zahn; (iv) $4,232 allocated
based on the personal use of an automobile by Mr. S. Zahn; (v) $22,257 of
contributions to Mr. S. Zahn's ESOP account; and (vi) $29,171 accrued by
First Federal Savings Bank under the Shareholder Benefit Plan on behalf of
Mr. S. Zahn.
(4) Includes: (i) $8,441 of life, health and disability insurance premiums paid
by First Federal Savings Bank; (ii) $5,084 of contributions by First
Federal Savings Bank to Mr. S. Zahn's 401(k) plan account; (iii) $38,184
accrued by First Federal Savings Bank under the Executive Supplemental
Retirement Income Plan on behalf of Mr. S. Zahn; (iv) $40,782 of
contributions to Mr. S. Zahn's ESOP account; and (v) $75,685 accrued by
First Federal Savings Bank under the Shareholder Benefit Plan on behalf of
Mr. S. Zahn. In connection with the $75,685 benefit accrued on his behalf
under the Shareholder Benefit Plan, Mr. S. Zahn relinquished 5,281 shares
of restricted stock in 1999, worth approximately $55,000, which were
scheduled to vest in fiscal 2000.

The following table provides information as to the value of the options
held by our President and Chief Executive Officer on December 31, 2002. No
options or stock appreciation rights were granted during fiscal 2002.

===================================================================================================================
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION VALUES
-------------------------------------------------------------------------------------------------------------------
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
FY-End (#) FY-End ($)(1)
--------------------------------------------------------------
Shares Acquired Value Exercisable Unexercisable Exercisable Unexercisable ($)
on Exercise (#) Realized ($) (#) (#) ($)
Name
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Stephen E. Zahn --- --- 60,565 --- $368,841 ---
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(1) Represents the aggregate market value (market price of the common stock
less the exercise price) of the options granted based upon the average of
the closing bid and the asked price of $15.80 per share of the common stock
as reported on the NASDAQ National Market on December 31, 2002, the last
trading day in fiscal 2002.

Employment Agreement

In December 1995, First Federal Savings Bank entered into an employment
contract with Mr. S. Zahn. The employment contract provides for an annual base
salary in an amount established by the Board of Directors. The initial term of
the employment contract was for three years. The contract provides for
extensions of one year, in addition to the then-remaining term under the
agreement, on each anniversary of the effective date of the contract, subject to
a formal performance evaluation performed by disinterested members of the Board
of Directors of First Federal Savings Bank, and the contract has been renewed
each year since the expiration of the initial term. The contract provides for
termination upon Mr. S. Zahn's death, for cause, or in certain events specified
by Office of Thrift Supervision regulations. The employment contract is also
terminable by Mr. S. Zahn upon 90 days notice to First Federal Savings Bank.

The employment contract provides for payment to Mr. S. Zahn of the greater
of his salary for the remainder of the term of the agreement, or 299% of his
base compensation, in the event there is a "change in control" of First Federal
Savings Bank where employment terminates involuntarily in connection with such
change in control or within twelve months thereafter. For the purposes of the
employment contract, a "change in control" is defined as any event which would
require the filing of an application for acquisition of control or notice of
change in control pursuant to Office of Thrift Supervision regulations. Such
events are generally triggered by the acquisition of control of more than 10% of
Northeast Indiana Bancorp's common stock. Based on his current salary, if Mr. S.
Zahn was terminated in December, 2002 under circumstances entitling him to
severance pay as described above, he would have been entitled to receive a lump
sum cash payment of approximately $790,698.

Executive Supplemental Retirement Income Plan. First Federal Savings Bank
maintains a supplemental retirement income plan established in 1992 for the

benefit of Mr. S. Zahn. This plan was subsequently amended in both 1996 and
again in 2002 pursuant to an agreement entered into with Mr. S. Zahn. Payments
made by First Federal Savings Bank are placed into a secular trust account with
an independent administrator through another financial institution. Upon
continuous service to the Bank through age 65, Mr. S. Zahn (or in the event of
Mr. S. Zahn's death, his beneficiary) shall receive monthly cash payments for a
period of 180 months of up to 60% of Mr. S. Zahn's final base compensation paid
by the Bank annually of approximately $43,500 after tax. In the event that Mr.
S. Zahn voluntarily leaves employment with the Bank before attaining the age of
65, he would be eligible to receive the after-tax contributions made by the Bank
into the secular trust account up to the point of termination of service. First
Federal Savings Bank has purchased a life insurance policy with respect to this
program which is comparable to the policies described herein for First Federal
Savings Bank directors' deferred compensation program. In addition, to the
extent that the proceeds realized by the Bank on said life insurance policies
owned by the Bank exceed the cash surrender values of the same policies, Mr. S.
Zahn's designated beneficiary will receive a $30,000 burial fee from this plan.
All expenses related to this program are paid by First Federal Savings Bank.

Shareholder Benefit Plan. In January of 2000, the Bank set up a deferred
compensation plan for Mr. S. Zahn based on the savings to the institution. In
connection with the establishment of this plan, Mr. S. Zahn relinquished shares
of stock granted to him pursuant to the Northeast Indiana Bancorp, Inc.
Recognition and Retention Plan. The Bank agreed to accrue a benefit for Mr. S.
Zahn based on the difference between the income derived from the Bank's
investment in a no-load, no-surrender charge life insurance policy and the
Bank's after-tax cost of funds as determined by the last available quarterly
rate of the 6th District Cost of Funds from the Federal Home Loan Bank in
Indianapolis plus fifty basis points.

This benefit accrues over the working life of Mr. S. Zahn such that, upon
reaching the age of 65, he shall be entitled to the annuitized value of the
accrued benefit payable over a fifteen year period. Should Mr. S. Zahn die prior
to reaching age 65, his beneficiary is entitled to a Survivor's Benefit payable
over a fifteen year period. In the event that Mr. S. Zahn is involuntarily
terminated, including termination coincident with or within three years of a
change in control of the Bank (as defined), Mr. S. Zahn is entitled to receive a
benefit as if he had continued to be employed with the Bank until his retirement
age of 65. If Mr. S. Zahn voluntarily terminates his employment with the Bank,
he is entitled to the accrued benefit determined as of the date of termination.

Certain Transactions

First Federal Savings Bank has followed a policy of granting loans to
eligible directors, officers, employees and members of their immediate families
for the financing of their personal residences, for consumer purposes and
general business loans. All loans to senior officers and directors are subject
to Office of Thrift Supervision regulations restricting loans and other
transactions with affiliated persons of First Federal Savings Bank. Under
applicable law, all loans or extensions of credit to executive officers and
directors must be made on substantially the same terms and conditions, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with the general public and must not involve more than the normal
risk of repayment or present other unfavorable features.

In this regard, all outstanding loans to directors have been made in the
ordinary course of business and on the same terms and conditions, including
interest rates and collateral, as those prevailing at the time for comparable
transactions and do not involve more than the normal risk of collectibility or
present other unfavorable features. Although, all outstanding loans to executive
officers have been made in the ordinary course of business and do not involve
more than the normal risk of collectibility, as employees, the executive
officers are eligible for a 1/2% discount from the current rate offered after
one year of service and a 1% discount from the current rate offered after 5
years of service on one residential and one consumer loan.

RATIFICATION OF APPOINTMENT OF AUDITORS

We have renewed our arrangement with Crowe, Chizek and Company LLP to be
our independent auditors for the fiscal year ending December 31, 2003, subject
to the ratification of the appointment by our stockholders. A representative of
Crowe, Chizek and Company LLP is expected to attend the Meeting to respond to
appropriate questions.

Audit Fees. The aggregate fees to be billed to Northeast Indiana Bancorp by
Crowe, Chizek and Company LLP for professional services rendered for the audit
of Northeast Indiana Bancorp's consolidated financial statements for fiscal 2002
and the reviews of the consolidated financial statements included in Northeast
Indiana Bancorp's Forms 10-QSB for that year were $50,800.

Financial Information Systems Design and Implementation Fees. There were no
fees for financial information systems design and implementation billed to
Northeast Indiana Bancorp's by Crowe, Chizek and Company LLP for fiscal 2002.

All Other Fees. Other than audit fees, the aggregate fees to be billed to
Northeast Indiana Bancorp by Crowe, Chizek and Company LLP for fiscal 2002 were
$21,000.

The Audit Committee of the Board of Directors has considered whether the
providing of all non-auditing services (and the aggregate fees billed for such
services) in fiscal 2002 by Crowe, Chizek and Company LLP, the principal
independent auditors, is compatible with maintaining the principal auditors'
independence.

STOCKHOLDER PROPOSALS

In order to be eligible for inclusion in our proxy materials for next
year's annual meeting of stockholders, any stockholder proposal to take action
at such meeting must be received at our executive office, located at 648 North
Jefferson Street, Huntington, Indiana 46750, no later than November 28, 2003.
Any such proposal shall be subject to the requirements of the proxy rules
adopted under the Securities Exchange Act of 1934, as amended. Otherwise, any
stockholder proposal to take action at such meeting must be received at our
executive office at least 30 days prior to the date of next year's annual
meeting. However, in the event that less than 40 days' notice of the date of the
next annual meeting is given, the stockholder proposal must be received not
later than the close of business on the tenth day following the day on which
such notice of the date of the annual meeting was mailed or public announcement
of the date of such meeting was first made. All stockholder proposals must also
comply with our Certificate of Incorporation and Bylaws and Delaware law.

OTHER MATTERS

We are not aware of any business to come before the annual meeting other
than those matters described above in this proxy statement. However, if any
other matter should properly come before the annual meeting, it is intended that
holders of the proxies will act in accordance with their best judgment.

REVOCABLE PROXY
NORTHEAST INDIANA BANCORP, INC.

[x]PLEASE MARK VOTES AS IN THIS EXAMPLE

Annual Meeting of Stockholders
April 23, 2003

The undersigned hereby appoints the Board of Directors of Northeast Indiana
Bancorp, Inc., and its survivor, with full power of substitution, to act as
attorneys and proxies for the undersigned to vote all shares of common stock of
Northeast Indiana Bancorp, Inc. which the undersigned is entitled to vote at the
annual meeting of stockholders, to be held on April 23, 2003 at First Federal
Savings Bank's North Office, located at 100 Frontage Road, Huntington, Indiana
at 1:00 p.m., eastern standard time, and at any and all adjournments thereof, as
follows:

I. The election of the following directors for a three-year term to expire in
the year 2006: Michael S. Zahn and Randall C. Rider

For Against Abstain
[ ] [ ] [ ]

INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.

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II. Ratification of the appointment of Crowe, Chizek and Company LLP as
independent accountants for the fiscal year ended December 31, 2003.

For Against Abstain
[ ] [ ] [ ]

In their discretion, the proxies are authorized to vote on any other business
that may properly come before the annual meeting, or any adjournments or
postponements thereof.

The Board of Directors recommends a vote
"FOR" EACH OF THE LISTED MATTERS.

This proxy will be voted as directed, but if no instructions are specified, this
proxy will be voted for the proposals stated. If any other business is presented
at such annual meeting, this proxy will be voted by those named in this proxy in
their best judgement. At the present time, the board of directors knows of no
other business to be presented at the annual meeting.

Please be sure to sign and date this Proxy in the box below.

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Date

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Stockholder sign above

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Co-holder (if any) sign above

Detach above card, sign, date and mail in postage-paid envelope provided.

NORTHEAST INDIANA BANCORP, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

Should the above signed be present and elect to vote at the annual meeting,
or at any adjournments or postponements thereof, and after notification to the
Secretary of Northeast Indiana Bancorp, Inc. at the annual meeting of the
stockholder's decision to terminate this proxy, then the power of such attorneys
and proxies shall be deemed terminated and of no further force and effect.

The undersigned acknowledges receipt, prior to the execution of this proxy,
of Notice of the Annual Meeting, a Proxy Statement dated March 21, 2003 and the
Annual Report to Stockholders for the fiscal year ended December 31, 2002.

Please sign exactly as your name appears above on this card. When signing
as attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.

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

If your address has changed, please correct the address in the space provided
below and return this portion with the proxy in the envelope provided.

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