EXHIBIT 99.2
                                   PROXY

                       SEAWAY FINANCIAL CORPORATION
                      SPECIAL MEETING OF SHAREHOLDERS
                             DECEMBER 5, 1996    


          The undersigned appoints Franklin H. Moore, Jr. and Donald L.
Osterland, or either of them, attorneys and proxies of the undersigned,
each with full power of substitution, to vote all shares of Seaway
Financial Corporation common stock that the undersigned is entitled to vote
at the special meeting of Seaway Financial Corporation shareholders to be
held on December 5, 1996, and at any adjournment thereof:    

     1.   Approval of an Agreement and Plan of       FOR   AGAINST   ABSTAIN
          Merger contained and described in the     (   )   (   )     (   )
          Prospectus and Proxy Statement dated
          October 24, 1996.    

      (YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL)

     2.   As such 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 SEAWAY FINANCIAL
CORPORATION.  IF THIS PROXY IS PROPERLY EXECUTED AND RETURNED, 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

                                   X_______________________________________
                                   
                                   X_______________________________________
                                   
                                   X_______________________________________
                                        Signatures of Shareholders

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