Independent Auditors' Report



The Board of Directors
1ST BANCORP:


We have audited the consolidated  statements of earnings,  stockholders'  equity
and cash flows of 1ST BANCORP and subsidiaries for the year ended June 30, 1998.
These   consolidated   financial   statements  are  the  responsibility  of  the
Corporation's  management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.

We conducted our audit 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 audit provides a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the results of operations and cash flows of
1ST BANCORP and subsidiaries for the year ended June 30, 1998 in conformity with
generally accepted accounting principles.

/s/ KPMG LLP

Indianapolis, Indiana
July 23, 1998, except as to note 17,
     which is as of August 6, 1998