EXHIBIT 99(b)
                                   PROXY

                       VALLEY RIDGE FINANCIAL CORP.
                      SPECIAL MEETING OF SHAREHOLDERS
                               JUNE 25, 1996

     The undersigned appoints Richard L. Edgar and Michael E. McHugh, or
either of them, attorneys and proxies of the undersigned, each with full
power of substitution, to vote all shares of the undersigned in Valley
Ridge Financial Corp. at the special meeting of its shareholders to be held
on June 25, 1996, and at any adjournment thereof:

     1.   FOR  AGAINST   ABSTAIN       Approval of an Agreement and Plan of
          ( )    ( )       ( )         Merger contained and described in the
                                       Prospectus and Proxy Statement dated
          (YOUR BOARD OF DIRECTORS     May 13, 1996
          RECOMMENDS A VOTE "FOR"
          THIS PROPOSAL)


     2.   As said Proxies in their discretion may determine upon all other
matters that may be presented at the meeting.

     THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF VALLEY RIDGE
FINANCIAL CORP.  IF THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED
BY THIS PROXY WILL BE VOTED AS SPECIFIED.  IF NO SPECIFICATION IS MADE,
THIS PROXY WILL BE VOTED FOR APPROVAL OF THE AGREEMENT AND PLAN OF MERGER
AND WILL BE VOTED IN THE DISCRETION OF THE PROXIES ON ANY OTHER MATTERS
WHICH MAY COME BEFORE THE MEETING.

Please sign exactly as your name(s) appear(s) below.  Joint owners should
each sign personally.  Executors, administrators, trustees and persons
signing for corporations or partnerships should so indicate and include
title.

                                     Dated: ________________________, 1996

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                                        Signatures of Shareholders

       PLEASE DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY IN THE
                            ENCLOSED ENVELOPE.