Exhibit 99.2
                          NORTH EAST INSURANCE COMPANY
                                      PROXY
                      (SOLICITED BY THE BOARD OF DIRECTORS)


The  undersigned  appoints  Robert G. Schatz and Ronald A.  Libby,  or either of
them, proxies with full power of substitution,  to represent and vote all shares
of Common Stock of North East Insurance Company held by the undersigned,  at the
Special  Meeting of  Stockholders  to be held July 12, 1999, or any  adjournment
thereof.

      1.    TO APPROVE THE PROPOSED MERGER AND THE AMENDED AND RESTATED
            AGREEMENT AND PLAN OF MERGER, ON THE TERMS SET FORTH IN THE
            PROXY STATEMENT

            [ ] FOR      [ ] AGAINST      [ ] ABSTAIN


      2.    In their  discretion,  upon such other  matters as may properly come
            before the Meeting.

This proxy, when properly executed,  will be voted in the manner directed hereby
by the undersigned  shareholder.  Where no direction is made, this proxy will be
voted FOR Proposal 1. The undersigned  hereby revokes any proxy previously given
and  acknowledges  receipt  of the  Notice  of,  and Proxy  Statement  for,  the
aforesaid Meeting.


                                       Dated: ________________________, 1999


                                       _____________________________________
                                       Signature


                                       _____________________________________
                                       Signature


NOTE:  Personal representatives, custodians, trustees, partners, corporate
       officers, and attorneys-in-fact should add their titles as such.


PLEASE VOTE AND DATE THIS PROXY,  SIGNING IT AS YOUR NAME  APPEARS ON YOUR STOCK
CERTIFICATES AND RETURN THE PROXY IN THE ENVELOPE PROVIDED.