KRUEGER & ASSOCIATES
Certified Public Accountants
1845 NEWTON STREET
JASPER, IN  47546


January 8, 2000


Board of Directors
Holland Bancorp, Inc.
Holland, Indiana


                          Independent Auditor's Report
                          ----------------------------

     We have audited the accompanying  balance sheets of Holland  Bancorp,  Inc.
(parent company) as of December 31, 1999 and 1998, and the related statements of
income,  changes in  stockholders'  equity,  and cash flows for the three  years
ended December 31, 1999,  1998,  and 1997.  These  financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all material respects,  the financial position of Holland Bancorp, Inc. as of
December 31, 1999 and 1998, and the results of its operations and cash flows for
the three years ended  December  31, 1999,  1998,  and 1997 in  conformity  with
generally accepted accounting principles.


                                      /s/ Krueger & Associates
                                      Krueger & Associates