SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No._______)

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant toss.240.14a-12

HORIZON BANCORP

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

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4) Date Filed:

April 5, 2002

Dear Shareholder:

You are cordially invited to attend the 2002 Annual Meeting of Shareholders of
Horizon Bancorp to be held at the Holiday Inn, 5820 South Franklin Street,
Michigan City, Indiana on Thursday, May 9, 2002, at 6:00 p.m. (local time). To
ensure that a quorum will be represented at the meeting, we encourage you to
complete, sign, date and return your proxy promptly in the enclosed postage
prepaid envelope. This will not limit your right to attend the meeting and vote
in person.

The Notice of Annual Meeting and the Proxy Statement on the following pages
cover the business to come before the meeting, which will include the election
of directors. We urge you to read these materials carefully.

The Annual Report of Horizon Bancorp for the year ending December 31, 2001, is
also enclosed. The Annual Report is not to be considered part of the Proxy
Statement.

We look forward to meeting our shareholders, and welcome the opportunity to
discuss the business of your company with you.

Robert C. Dabagia Craig M. Dwight
Chairman of the Board President and Chief Executive Officer

DEFINITIVE PROXY SOLICITATION MATERIALS--
TO BE RELEASED ON OR ABOUT APRIL 5, 2002

HORIZON BANCORP
515 FRANKLIN SQUARE
MICHIGAN CITY, INDIANA 46360

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Our Shareholders:

The Annual Meeting of Shareholders of Horizon Bancorp will be held on Thursday,
May 9, 2002, 6:00 p.m. (local time), at the Holiday Inn, 5820 South Franklin
Street, Michigan City, Indiana, for the purpose of considering and voting upon
the following matters:

1) The election of six Directors: one to serve a one-year term, one
to serve a two-year term and four to serve three-year terms.

2) To transact such other business as may properly come before the
meeting or any adjournment thereof.

Only shareholders of record at the close of business on March 25, 2002, the
record date fixed by the Board of Directors, are entitled to notice of and to
vote at the meeting.

Your attention is directed to the accompanying Proxy Statement and Proxy.

EVEN IF YOU PLAN TO ATTEND THE MEETING, PLEASE MAIL YOUR PROXY PROMPTLY SO THAT
THERE MAY BE PROPER REPRESENTATION AT THE MEETING. YOU ARE URGED TO COMPLETE,
SIGN, DATE AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.

By Order of the Board of Directors

Lawrence J. Mazur
Secretary

April 5, 2002

PROXY STATEMENT

HORIZON BANCORP

ANNUAL MEETING OF SHAREHOLDERS
May 9, 2002

This Proxy Statement is furnished to the shareholders of Horizon Bancorp
("Horizon") in connection with the solicitation by the Board of Directors of
proxies to be voted at the Annual Meeting of Shareholders of Horizon to be held
on Thursday, May 9, 2002, at 6:00 p.m. (local time), and at any adjournment
thereof. The meeting will be held at the Holiday Inn, 5820 South Franklin
Street, Michigan City, Indiana. This Proxy Statement and accompanying form of
proxy have been mailed to shareholders on or about April 5, 2002. All
information in this Proxy Statement concerning Horizon Common Stock reflects the
three-for-one stock split paid November 16, 2001.

GENERAL INFORMATION

Who can vote at the Annual Meeting?

Only shareholders of record as of March 25, 2002, are entitled to notice of, and
to vote at, the Annual Meeting. Each share of Horizon Common Stock is entitled
to one vote on the matters to be voted on at the Annual Meeting.

How do I vote by proxy?

The enclosed proxy is designed to permit each shareholder of record of Horizon
Common Stock at the close of business on March 25, 2002, to vote at the Annual
Meeting. All properly executed proxies delivered pursuant to this solicitation
will be voted at the meeting in accordance with the instructions of the
shareholders given in the proxies. In the absence of such instructions, the
shares of Horizon Common Stock represented by proxy will be voted FOR the
election of the six nominees for directors. The named proxies will vote the
proxy in their discretion on other matters that may properly come before the
meeting. A proxy may be revoked any time before the meeting by delivering to
Horizon's Secretary a written notice of revocation or a later-dated proxy. A
shareholder of record also may revoke a proxy by voting in person at the
meeting.

What will the shareholders vote on at the Annual Meeting?

The only item of business will be the election of directors.

Will there be any other items of business to vote on?

Management is not aware of any other matters to be presented at the meeting and
has not received notice from any shareholders requesting that other matters be
considered.

What constitutes a quorum?

A majority of the outstanding shares of Horizon Common Stock, present or
represented by proxy, constitutes a quorum for the Annual Meeting. As of the
March 25, 2002, the record date, 1,985,700 shares of Horizon Common Stock were
issued and outstanding.

How many votes are required for the election of directors?

The nominees for election as directors of Horizon named in the Proxy Statement
will be elected by a majority of the votes cast. Abstentions are counted for
purposes of determining the presence or absence of a quorum but are not
considered votes cast. Brokerage firms generally have authority to vote
customers' shares held in street name for the election of directors and on other
matters that are considered "routine." Shares held by brokers in street name and
for which the brokers do not have discretion to vote are called "broker
non-votes." Broker non-votes are counted to determine if a quorum is present but
are not considered votes cast. Broker non-votes will not affect the
determination of whether a nominee has received a plurality of the votes cast.

ELECTION OF DIRECTORS

Horizon's Board of Directors consists of twelve members and is divided into
three classes. At each Annual Meeting the members of one class of directors are
elected to serve three-year terms. During 2001, two new directors were appointed
to the Board of Directors to fill vacancies that occurred during the year and to
serve until they could stand for election at this year's Annual Meeting. The new
directors are Charley E. Gillispie and Peter L. Pairitz. The Board of Directors
has nominated Messrs. Gillispie and Pairitz to serve for less than full
three-year terms so that each of the three classes of directors will have an
equal number of members. Mr. Pairitz has been nominated for election to a
one-year term as a member of the Class of 2003. Mr. Gillispie has been nominated
for election to a two-year term as a member of the Class of 2004. The previous
three-year terms of the other four nominees will end at the Annual Meeting, and
the Board of Directors has nominated each of them to serve additional three-year
terms as members of the Class of 2005. Those four nominees are Dale W. Alspaugh,
Craig M. Dwight, Dr. Robert E. McBride and Gene L. Rice. The following table
presents biographical information on all of the Directors, including the six
nominees.

The Board of Directors unanimously recommends that the shareholders
vote FOR the election of the six nominees.

BOARD OF DIRECTORS

Name Age Business Experience and Service as a Director

- ------------------------------- ------------ -------------------------------------------------------------------
- ------------------------------- ------------ -------------------------------------------------------------------
Dale W. Alspaugh 69 Mr. Alspaugh is the Chancellor Emeritus of Purdue
University-North Central. He has served as a Director of
Horizon, the Bank and the Bank's predecessor since 1986. Mr.
Alspaugh is a nominee for a three-year term.

- ------------------------------- ------------ -------------------------------------------------------------------
Craig M. Dwight 45 Mr. Dwight has served as the Chief Executive Officer of Horizon
and the Bank since July 1, 2001, and as the President and Chief
Administrative Officer of Horizon and as the President of the
Bank since December 1998. Previously he had served as Executive
Vice President and Chief Executive Officer of Horizon and the
Bank (since October 1998), Vice President and Senior Lender of
the Bank (since 1997) and Vice President and Senior Commercial
Lender of the Bank (since 1990). Mr. Dwight was appointed to
the Horizon Board of Directors on December 15, 1998, to fill the
unexpired term of a director who had resigned. He was
re-elected to the Board for a full three-year term in 1999. He
has served as a Director of the Bank since 1998. Mr. Dwight is
a nominee for a three-year term.

- ------------------------------- ------------ -------------------------------------------------------------------
Robert E. McBride, M.D. 62 Dr. McBride is a Pathologist with Pathology Consultants, Inc.
He has served on the Boards of Directors of Horizon, the Bank
and the Bank's predecessor since 1984. Dr. McBride is a nominee
for a three-year term.

- ------------------------------- ------------ -------------------------------------------------------------------
- ------------------------------- ------------ -------------------------------------------------------------------
Gene L. Rice 69 Mr. Rice is a retired grain farmer. He has served on the Board
of Directors of Horizon since 1986 and on the Board of Directors
of the Bank and its predecessor since 1978. Mr. Rice is a
nominee for a three-year term.

- ------------------------------- ------------ -------------------------------------------------------------------
- ------------------------------- ------------ -------------------------------------------------------------------
Susan D. Aaron 47 Ms. Aaron (formerly Sterger) is a retired executive and business
owner. She has served on the Board of Directors of Horizon
since 1995 and on the Board of Directors of the Bank since 1993.

- ------------------------------- ------------ -------------------------------------------------------------------
- ------------------------------- ------------ -------------------------------------------------------------------
Charley E. Gillispie 54 Mr. Gillispie is Vice President of Administration and Finance at
Valparaiso University. He was elected to the Board of Directors
of Horizon in 2001 and to the Board of Directors of the Bank in
2000. Mr. Gillispie is a nominee for a two-year term.

- ------------------------------- ------------ -------------------------------------------------------------------
- ------------------------------- ------------ -------------------------------------------------------------------
Larry N. Middleton, Jr. 49 Mr. Middleton is a real estate broker and the owner of Century
21 Middleton Co., Inc. He has served on the Horizon Board of
Directors since 1995 and on the Board of Directors of the Bank
since 1993.

- ------------------------------- ------------ -------------------------------------------------------------------

- ------------------------------- ------------ -------------------------------------------------------------------
Robert E. Swinehart 59 Mr. Swinehart is the President and Chief Operating Officer of
Emerson Power Transmission Corp. He has served on the Horizon
Board of Directors since 1998 and on the Board of Directors of
the Bank since 1996.

- ------------------------------- ------------ -------------------------------------------------------------------
- ------------------------------- ------------ -------------------------------------------------------------------
Robert C. Dabagia 63 Mr. Dabagia has served as the Chairman of Horizon and the Bank
since 1998. He served as Chief Executive Officer of Horizon and
the Bank until July 1, 2001.

- ------------------------------- ------------ -------------------------------------------------------------------
- ------------------------------- ------------ -------------------------------------------------------------------
Peter L. Pairitz 46 Mr. Pairitz is a business developer. He was elected to the
Board of Directors of Horizon in 2001 and to the Board of
Directors of the Bank in 2000. Mr. Pairitz is a nominee for a
one-year term.

- ------------------------------- ------------ -------------------------------------------------------------------
- ------------------------------- ------------ -------------------------------------------------------------------
Bruce E. Rampage 55 Mr. Rampage is the President and Chief Executive Officer of St.
Anthony Memorial Health Centers. He has served on the Horizon
Board of Directors since 2000 and on the Board of Directors of
the Bank since 1998.

- ------------------------------- ------------ -------------------------------------------------------------------
- ------------------------------- ------------ -------------------------------------------------------------------
Spero W. Valavanis 49 Mr. Valavanis is an architect and the owner of Design
Organization, Inc. He has served on the Horizon Board of
Directors since 2000 and on the Board of Directors of the Bank
since 1998.

Each of the nominees has agreed to serve for the term for which he has been
nominated. It is intended that the proxies solicited by the Board of Directors
will be voted for the nominees named above. If any nominee is unable to stand
for election, the Board of Directors may designate a substitute nominee or adopt
a resolution reducing the number of members on the Board. If a substitute
nominee is designated, shares represented by proxy would be voted for the
substituted nominee.

Nomination of Directors

Horizon's Board of Directors does not have a nominating committee. Horizon's
By-laws provide that nominations for election to the Board of Directors may be
made by the Board of Directors or by any shareholder entitled to vote for the
election of directors. Nominations by shareholders must be made in writing and
must be delivered to the President of Horizon not fewer than 30 days or more
than 50 days prior to a meeting of shareholders called for the purpose of
electing directors. Shareholder nominations must include the detailed
information about the nominee required by the By-laws and also must comply with
the other requirements set forth in the By-laws. The Chairman of a meeting may,
in his discretion, disregard nominations that are not made in accordance with
the By-laws and may instruct the vote tellers to disregard all votes cast for
any such nominee. A complete copy of the applicable provision of the By-laws is
available to shareholders without charge upon request to the Secretary of
Horizon.

MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES

During 2001, Horizon's Board of Directors held twelve meetings. All Horizon
directors attended 75% or more of the aggregate of the meetings of the Board of
Horizon and all committees upon which the Directors served. Horizon and its
subsidiaries have joint standing committees. These committees include the Audit
Committee and the Compensation Committee, which serve both Horizon and the Bank.

THE AUDIT COMMITTEE

The Audit Committee members for 2001 were George R. Averitt, Dale W. Alspaugh,
Charley E. Gillispie, Susan D. Aaron and Bruce E. Rampage. As of January 1,
2002, the members of the Audit Committee are Charley E. Gillispie, who serves as
Chairman, and Dr. Robert E. McBride, Larry N. Middleton, Jr., Susan D. Aaron and
Spero W. Valavanis. Craig M. Dwight serves as an ex officio member of the Audit
Committee. The Audit Committee met four times in 2001. The purpose of the Audit
Committee is to assist the Boards of Directors of Horizon and the Bank in
fulfilling their statutory and fiduciary responsibilities with respect to
examinations of Horizon, the Bank and their affiliates and the monitoring of
accounting, auditing and financial reporting practices. The Audit Committee
reviews the internal audit procedure of Horizon and the Bank and recommends to
the Boards of Directors the engagement of an outside auditing firm. Members of
the Audit Committee, other than ex officio member Craig M. Dwight, are
independent as defined by the National Association of Securities Dealers'
("NASD") listing standards. The Horizon Board of Directors adopted a written
charter for the Audit Committee in 2001. A copy of the Audit Committee Charter
was attached as Appendix A to last year's proxy statement.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following information is provided with respect to compensation paid for 2001
by the Bank to Horizon's Chief Executive Officer and to the other most highly
compensated executive officers of Horizon, the Bank and one of the Bank's
subsidiaries, Horizon Trust & Investment Management, N.A.

Annual Compensation Long-Term
Compensation Award

Securities
Name and Underlying All Other

Principal Position Year Salary ($) (1) Bonus ($) (2) Options/SARs (#) Compensation
------------------ ---- -------------- ------------- ---------------- ------------

Robert C. Dabagia 2001 $120,000 $12,000 9,000 $ --
Chairman and Chief 2000 $120,000 $15,000 33,000 --
Executive Officer(3) 1999 $180,000 -- -- --

Craig M. Dwight 2001 $200,000 $30,000 19,800 $33,668(5)
President and Chief 2000 $180,038 $35,000 45,000 $36,233
Executive Officer(4) 1999 $160,000 -- 22,500 $78,054

Lawrence J. Mazur 2001 $138,385 $15,000 7,500 $27,862(7)
President, Horizon Trust & 2000 $133,743 $45,060 7,800 $33,362
Investment Management, 1999 $130,000 -- 18,000 $16,250
N.A.(6)
James H. Foglesong(8) 2001 $86,769 $17,000 9,000 --
Chief Financial Officer 2000 N/A N/A N/A N/A
1999 N/A N/A N/A N/A
Thomas H. Edwards 2001 $125,676 $20,000 7,500 $12,511(9)
Executive Vice President 2000 $120,593 18,083 16,800 $ 7,084
and Senior Lender 1999 $72,760 -- 6,000 $ 1,695

(1) Includes salary amounts paid and salary amounts deferred by the individual
named pursuant to Horizon's Thrift Plan and Supplemental Executive
Retirement Plan ("SERP").
(2) Includes bonus amounts paid and bonus amounts deferred by the individual
named pursuant to Horizon's Thrift Plan and SERP.
(3) Mr. Dabagia served as Chief Executive Officer of Horizon and the Bank until
July 1, 2001.
(4) Mr. Dwight was appointed Chief Executive Officer of Horizon and the Bank on
July 1, 2001.
(5) Represents Horizon's contribution of $6,100 under Horizon's Stock Bonus
Plan and its matching contribution of $27,568 under the Thrift Plan and
SERP.
(6) Horizon Trust & Investment Management, N.A., is an investment management
subsidiary of the Bank. (7) Represents Horizon's contribution of $4,700
under Horizon's Stock Bonus Plan and its matching contribution of $23,162
under the Thrift Plan and SERP.
(8) Mr. Foglesong's employment with the Company began in January 2001. Prior to
that time he was Chief Financial Officer of Security Federal Bank.
(9) Represents Horizon's contribution of $4,500 under Horizon's Stock Bonus
Plan and its matching contribution of $5,011 under the Thrift Plan and
SERP. Also includes $3,000 in health benefits.

Employment Agreements

Mr. Mazur has an Employment Agreement with the Bank and Horizon Trust &
Investment Management, N.A. ("HTIM"), an investment management subsidiary of the
Bank. The Employment Agreement provides for Mr. Mazur's employment as a trust
officer of the Bank and as President of HTIM through December 31, 2003. Under
the Employment Agreement, Mr. Mazur receives a base salary and a semi-annual
bonus based on the net annual growth in fee income for HTIM. He also is eligible
to participate in those benefit plans, other than bonus plans, generally
available to employees of Horizon and the Bank. The Bank's Board of Directors
may terminate the Employment Agreement upon 30 days' prior written notice for
cause and upon 60 days' prior written notice if Mr. Mazur fails to
satisfactorily perform his duties or in the event of a change of control of
Horizon or HTIM. If Mr. Mazur's employment is terminated for reasons other than
for "cause" or upon a change in control, the Employment Agreement provides that
he will continue to receive his basic annual compensation for a period of two
years. If his employment is terminated upon a change of control, the Employment
Agreement provides that Mr. Mazur will continue to receive his full compensation
for a period of three years. Mr. Mazur may terminate his employment for any
reason upon 60 days' prior written notice.

Three of Horizon's executive officers, Messrs. Dwight, Edwards and Foglesong,
are parties to change of control agreements with the Bank. These agreements
provide that upon a change of control, a new two-year term of employment will
commence for each of the officers at the same base salary that the officer was
receiving at the time of the change of control and such salary may not be
reduced during the two-year term. If the officer's employment is terminated at
any time during the two-year period after the change of control for any reason,
whether voluntarily or involuntarily, the officer is entitled to a lump sum
severance payment equal to two times his then current base salary. In lieu of
continuing his employment, each officer can elect to terminate his employment
upon the occurrence of a change of control and receive a lump sum severance
payment equal to two times his then current base salary at that time. The
agreements define a change of control as a merger, tender offer, asset sale or
other transaction that result in (i) a majority of Horizon shareholders prior to
the transaction holding less than 50 percent of the voting securities of Horizon
after the transaction, (ii) persons who held less than 20 percent of the voting
securities of Horizon prior to the transaction owning more than 50 percent of
such securities after the transaction; or (iii) a majority of the members of the
Horizon Board of Directors being persons who were not Horizon Directors at least
24 months prior to the transaction.

Options/SAR Grants in Last Fiscal Year

The following information is provided with respect to stock options and stock
appreciation rights granted to each executive officer of Horizon or the Bank in
2001 for whom information is included in the Summary Compensation Table above.

Potential Realizable Value
at Assumed Annual Rates of
Stock Appreciation for
Individual Grants(1) Option Term(2)

------------------------------------------------------------ -----------------------------
---------------- ----------------- ----------- ------------- -------------- --------------
Number of % of Total
Securities Options/SARs Exercise
Underlying Granted to or Base
Options/SARs Employees in Price Expiration

Name Granted (#) Fiscal Year ($/sh) Date 5% 10%
- ---- ----------- ----------- ------ ---- -- ---

Robert C. Dabagia 9,000 16% $11.90 1/2/21 $177,030 $613,440

Craig M. Dwight 19,800 35% $11.90 1/2/21 $389,466 $1,349,568

Lawrence J. Mazur 7,500 13% $11.90 1/2/21 $147,525 $511,200

James H. Foglesong 9,000 16% $11.25 1/29/21 $177,030 $613,440

Thomas H. Edwards 7,500 13% $11.90 1/2/21 $147,525 $511,200

(1) The options and accompanying stock appreciation rights ("SARs") were
granted pursuant to the Horizon 1997 Key Employees' Stock Option and Stock
Appreciation Rights Plan. The options and SARs vest in 20 percent
increments commencing on the first anniversary of the grant date. The
exercise of SARs results in the surrender of the related underlying
options.

(2) The Securities and Exchange Commission regulations require the calculation
of the potential realizable values included in the table. The values given
are not intended to forecast possible future appreciation, if any, of
Horizon's Common Stock. Actual gains, if any, are dependent upon the future
market price of Horizon's Common Stock and there can be no assurance that
the amount reflected in this table will be achieved.

Aggregated Option/SAR Exercises In Last Fiscal Year and
Fiscal Year-End Option/SAR Values

The following table provides information on option and stock appreciation right
exercises in 2001 by Horizon's executive officers named in the Summary
Compensation Table. The table provides information about the number and
estimated value of shares covered by exercisable and unexercisable options and
stock appreciation rights held by such executives on December 31, 2001. As
indicated in the table, Mr. Dabagia, who exercised stock appreciation rights,
was the only named executive officer who exercised options or stock appreciation
rights during 2001.

Number of Shares Underlying Value of Unexercised
Unexercised Options/SARs In-The-Money Options/SARs
at Fiscal Year-End at Fiscal Year-End (2)
------------------ ----------------------
Shares
Acquired On Value

Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- -------- --------- ----------- ------------- ----------- -------------
(1)
Robert C. Dabagia 36,000(3) $387,765 6,600 35,400 $69,672 $401,292

Craig M. Dwight - - 27,000 72,900 $215,728 $738,600

James H. Foglesong - - 0 9,000 0 $104,940

Lawrence J. Mazur - - 8,760 25,540 $65,518 $251,485

Thomas H. Edwards - - 5,760 25,540 $55,518 $306,853

(1) Represents the difference between the market value of the shares covered by
the option or shares with respect to which stock appreciation rights were
exercised on the date of exercise and the exercise price of the option or
base price of the stock appreciation rights.
(2) Represents the difference between the market value of shares covered by
in-the-money options on December 31, 2001 ($22.91), and the exercise price
of options having an exercise price less than that market price, multiplied
by the number of options.
(3) Mr. Dabagia exercised stock appreciation rights with respect to 36,000
shares but did not receive any shares of stock. The stock appreciation
rights had been granted to Mr. Dabagia pursuant to the Horizon 1987 Stock
Option and Stock Appreciation Rights Plan.

Compensation of Directors

Horizon paid each of its non-employee directors a cash retainer of $10,019 and a
bonus in Horizon Common Stock equal in value to $4,981 for their services in
2001. Active employees of Horizon and/or the Bank receive no separate
compensation for their services as directors. There is no additional
compensation for attending meetings of committees of the Board or for special
assignments or meetings.

Horizon sponsors a Directors' Deferred Compensation Plan, which allows
non-employee directors of Horizon and the Bank to elect to defer the receipt of
fees for their services. Earnings on fees deferred under the plan are based on
the performance of investments selected by the participating director. Payments
of deferred fees are made to participants or their beneficiaries in a lump sum
or monthly installments upon death or disability of the participants or as
designated by participants. Participants have no rights to amounts deferred
other than rights as general creditors of Horizon.

REPORT OF THE AUDIT COMMITTEE

This report is being provided to inform shareholders of the Audit Committee's
oversight with respect to Horizon's financial reporting. In June 2001 Horizon's
independent auditors, Olive, LLP, merged with another firm and are now known as
BKD, LLP.

Review with Management and Independent Auditors

The Audit Committee has reviewed and discussed with management the audited
financial statements for the year ended December 31, 2001. In addition, the
Audit Committee discussed with BKD, LLP all communications required by generally
accepted auditing standards, including those described in Statement of Auditing
Standards No. 61, "Communications with Audit Committees."

The Audit Committee received the written disclosures and the letter from BKD,
LLP required by the Independent Standards Board Standard No. 1, "Independence
Discussions with Audit Committees," and has discussed with BKD, LLP their
independence.

Conclusion

In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Annual Report on Form 10-K for the year ended
December 31, 2001, to be filed with the Securities and Exchange Commission.

Dale W. Alspaugh Susan D. Aaron
Charley E. Gillispie Bruce E. Rampage

COMPENSATION COMMITTEE

The members of the Board of Directors serve on the Compensation Committee on a
rotating basis. The members of the Compensation Committee for 2001 were Spero W.
Valavanis, who served as Chairperson, Craig M. Dwight, Robert C. Dabagia, Robert
E. McBride and Bruce E. Rampage, all of whom are directors of Horizon and the
Bank, and Russell L. Arndt, James D. Brown and Boyd W. Phelps, all of whom are
directors of the Bank. As of January 1, 2002, the new members of the
Compensation Committee are Robert E. Swinehart, who serves as Chairman, and Dale
W. Alspaugh, Robert C. Dabagia and Peter L. Pairitz. The Compensation Committee
met four times in 2001. The Committee reviews all salary and employee benefit
issues relating to employees and directors of Horizon, the Bank and their
subsidiaries.

REPORT OF THE COMPENSATION COMMITTEE
DECEMBER 31, 2001

The compensation of all elected officers of Horizon and subsidiaries, including
that of the Chief Executive Officer, is set annually by the outside directors on
the Compensation Committee of the Board of Directors. Horizon's Chief Executive
Officer serves as an ex officio member of the Compensation Committee but absents
himself, and does not participate in, any committee proceeding relating to the
determination of his own compensation. Mr. Dabagia served as Chief Executive
Officer of Horizon and the Bank until July 1, 2001, at which time Mr. Dwight was
appointed to those positions.

Compensation is composed of several segments, including base salary, short-term
incentives and long-term incentives. The Compensation Committee compares all
management compensation, including that of the Chief Executive Officer, to the
compensation paid to managers holding the same position in similar financial
institutions. Data for this comparison comes from a variety of independent
sources with the principal data contained in an annual study published by the
Bank Administration Institute ("BAI").

Salaries

Salaries of all executive officers, including the Chief Executive Officer, are
governed by Horizon's formal salary administration program pursuant to which all
salary decisions are subject to detailed annual performance reviews. Each year,
the salary administration program is updated and the salary of each executive
officer is compared to those salaries being paid to executive officers in
positions in organizations of comparable size in the Midwest. Salary ranges are
then computed from that data for each Horizon executive officer position. In
general, the highest salary that would be allowable under the salary
administration program is below the highest salary for that position as reported
in the BAI data. In 2001, the highest salary allowable for the Chief Executive
Officer was $308,582. Mr. Dabagia retired as Chief Executive Officer on July 1,
2001, and on that date. Mr. Dwight was appointed to succeed Mr. Dabagia as Chief
Executive Officer. For their services in 2001, Mr. Dabagia was paid a salary of
$120,000 and Mr. Dwight was paid a salary of $200,000.

Cash Bonuses

In December of 2000, the Compensation Committee adopted guidelines for annual
cash discretionary bonus awards. Horizon's Chairman and President use these
guidelines in their recommendations to the Compensation Committee regarding the
annual discretionary bonus awards.

In making bonus recommendations to the Compensation Committee for the year 2001,
the President evaluated Horizon's consolidated financial performance compared to
the corporate goals, each business unit's financial performance and the
recommendations of the Senior Vice Presidents for employees within their
respective business units. In setting bonuses for December 31, 2001, the
Compensation Committee considered the recommendations of the Chairman and
President as presented. The bonuses paid to Mr. Dabagia and Mr. Dwight for 2001
were determined by the Compensation Committee. A bonus in the amount of $12,000
was paid to Mr. Dabagia and a bonus in the amount of $30,000 was paid to Mr.
Dwight.

Long-Term Incentive Programs/Stock Options

Horizon's long-term incentive program is based on the grant of stock options.
Stock options are granted to encourage and facilitate personal stock ownership
by executive officers and thus strengthen their personal commitment to Horizon
and to provide them with a longer-term perspective in their managerial
responsibilities. This component of an executive officer's compensation directly
aligns the officer's interests with those of Horizon's shareholders. Horizon
also recognizes that stock options are a necessary element of a competitive
compensation program. The program utilizes vesting periods to encourage key
employees to continue in the employ of Horizon and thereby acts as a retention
device for key employees. All options granted under this program include stock
appreciation rights.

Performance Reviews

The Compensation Committee conducts an annual review of the performance of
Horizon's most senior officers, the Chairman, and the President, who also serves
as the Chief Executive Officer. In conducting its review, the Compensation
Committee considers a variety of performance factors in analyzing the
compensation of each of these executive officers. These factors generally
include traditional financial results and indicators such as revenues, expenses,
assets, credit issues, reserves, earnings and ratios such as return on equity,
loans to deposits and other significant factors and performance indicators. The
financial services business is complex and is undergoing changes that generate
uncertainties about future events. The Chairman and the President must provide
guidance and leadership in nearly all aspects of this dynamic enterprise. In the
process, however, they are not expected to work alone. The performance
evaluation recognizes that programs initiated at the top level of an
organization are not, and should not be expected to be, "quick fixes." These
programs are generally long-term in nature, bringing benefits to Horizon over
many years. For those reasons, the Compensation Committee also focuses on the
following issues in determining performance levels for the Chairman and the
President: quality of the organization, service delivery characteristics,
quality of service, leadership in the community and risk management.
Compensation levels are also affected by changes in responsibilities and duties
of executive officers over time and may be adjusted more or less frequently than
annually when circumstances warrant.

There are several additional criteria against which the Compensation Committee
measures the performance of the Chairman, the President and other executive
officers in setting their annual compensation. Among these are the continued
growth and development of Horizon's investment management business; efficient
and cost effective use of technology; the management of change; development of
existing and new services; recruitment of and development of skilled people in
the organization; team building; operating cost controls; improvement of fee
income; ability to meet increased competition; performance of Horizon's
investment portfolio; ongoing development of Horizon's information systems; and
a broad variety of financial services industry and management functions that are
typical of a well-managed organization. All management compensation, including
that of the Chairman, President and the other executive officers, is performance
related.

Submitted by the Members of the Compensation Committee:

Spero W. Valavanis, Chairperson Russell L. Arndt* James D. Brown*
Robert C. Dabagia Craig M. Dwight Robert E. McBride
Boyd W. Phelps* Bruce E. Rampage
- ------------------------------------
*Directors of Bank Only

COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION

Mr. Dabagia, the Chairman of Horizon, and Mr. Dwight, the President and Chief
Executive Officer of Horizon, are members of the Compensation Committee but do
not participate in the Compensation Committee's evaluations of their performance
or in voting on their own compensation. As members of the Compensation
Committee, they participate in reviewing the performance of other officers,
engage in the discussion of non-compensation human resource related issues,
provide technical assistance to the Compensation Committee, provide liaison
between the Compensation Committee and management and undertake to enact the
decisions of the Compensation Committee on its behalf.

COMMON STOCK OWNERSHIP BY DIRECTORS
AND EXECUTIVE OFFICERS

The following table sets forth the number of shares and percent of Horizon
Common Stock beneficially owned by the directors, the executive officers named
in the Summary Compensation Table, and all directors and executive officers as a
group as of January 31, 2002.

Name Shares Beneficially Owned (1) Percentage
---- ------------------------- ----------

Directors:

Susan D. Aaron 1,674 *

Dale W. Alspaugh 3,864 (2) *

Robert C. Dabagia 68,700 (3) 3.4%

Craig M. Dwight 48,382 (4) 2.4%

Charley E. Gillispie 540 (5) *

Robert E. McBride, M.D. 11,655 (6) *

Larry N. Middleton 2,314 (7) *

Peter L. Pairitz 1,305 (8) *

Bruce E. Rampage 1,074 *

Gene L. Rice 5,052 *

Robert E. Swinehart 4,119 (9) *

Spero W. Valavanis 1,674 *

Name Shares Beneficially Owned (1) Percentage
---- ------------------------- ----------

Named Executive Officers:

Lawrence J. Mazur 41,113 (10) 2.1%

James H. Foglesong 7,200 (11) *

Thomas H. Edwards 19,673 (12) 1.0%

All Directors and Executive 218,339 (13) 10.6%
Officers as a Group (15 Persons):

* Beneficial ownership is less than 1 percent.

(1) The information shown regarding shares beneficially owned is based upon
information furnished to Horizon by the individuals listed. The nature of
beneficial ownership, unless otherwise noted, represents sole or shared
voting or investment power.
(2) Includes 2,964 shares that Mr. Alspaugh owns jointly with his spouse and
300 shares owned by his spouse.
(3) Includes 500 shares that are owned individually by Mr. Dabagia's spouse and
12,600 vested stock option and stock appreciation rights granted under the
Horizon 1997 Stock Option and Stock Appreciation Rights Plan (the "1997
Plan").
(4) Includes 3,600 vested stock options and stock appreciation rights granted
under the Horizon 1987 Stock Option and Stock Appreciation Rights Plan (the
"1987 Plan"), 33,600 vested stock options and stock appreciation rights
granted under the 1997 Plan, and 11,182 shares held by the Horizon Employee
Stock Bonus Plan.
(5) All shares are owned jointly with Mr. Gillispie's spouse.
(6) Includes 6,774 shares held in a trust for which Dr. McBride serves as
trustee.
(7) Includes 2,014 shares owned jointly with Mr. Middleton's spouse.
(8) Includes 600 shares owned by Mr. Pairitz's son.

(9) Includes 716 shares owned jointly by Mr. Swinehart and his spouse and 3,405
shares held in a trust for which Mr. Swinehart serves as trustee.

(10) Includes 10,260 vested stock options and stock appreciation rights granted
under the 1997 Plan and 1,553 shares held by the Horizon Employee Stock
Bonus Plan.

(11) Includes 1,800 vested stock options and stock appreciation rights granted
under the 1997 Plan.

(12) Includes 1,200 shares owned by Mr. Edwards' spouse and 9,060 vest stock
options and stock appreciation rights granted under the 1997 Plan.

(13) Includes 80,940 shares covered by stock options and stock appreciation
rights and 18,653 shares as to which voting and investment powers are
shared by members of the group with their spouses or other family members
or held by family trusts.

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

To the best of the knowledge of Horizon, as of January 31, 2002, no shareholder
or group of shareholders beneficially owned more than five percent of the
outstanding shares of Horizon Common Stock. Darhap & Co., the nominee for
Horizon Trust & Investment Management, N.A., a subsidiary of the Bank, held
312,627 shares of Horizon Common Stock as of January 31, 2002, but Darhap & Co.
exercises voting or investment authority with respect to only 9,158 of those
shares.

PERFORMANCE GRAPH

The Securities and Exchange Commission requires Horizon to include in this Proxy
Statement a line graph comparing Horizon's cumulative five-year total
shareholder returns on Common Stock with market and industry returns over the
past five years. The following graph was prepared by SNL Financial LC. The
returns represented in the graph assume the investment of $100 on January 1,
1997, and further assume reinvestment of all dividends. Horizon's Common Stock
began trading on the Nasdaq SmallCap Market (trading symbol: HBNC) on December
20, 2001. Prior to that date, the Common Stock was traded on the OTC Bulletin
Board.

[GRAPH NOT INCLUDED IN EDGAR FILING]

Period Ending
-------------------------------------------------------------------------
-------------------------------------------------------------------------

Index 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01
----- -------- -------- -------- -------- -------- --------

Horizon Bancorp 100.00 128.21 112.36 98.17 70.99 180.57
Russell 2000 100.00 122.36 119.25 144.60 140.23 143.71
SNL $500M-$1B Bank Index 100.00 162.56 159.83 147.95 141.62 183.73
NASDAQ Bank Index* 100.00 167.41 166.33 159.89 182.38 197.44

*Source: CRSP, Center for Research in Security Prices, Graduate School of
Business, The University of Chicago 2002.

CERTAIN BUSINESS RELATIONSHIPS AND TRANSACTIONS

Directors and executive officers of Horizon and their associates were customers
of, and had transactions with, the Bank in the ordinary course of business
during 2001. The Bank expects that comparable transactions will occur in the
future. These transactions were made in the ordinary course of business on
substantially the same terms, including interest rates, collateral and repayment
terms, as those prevailing at the time for comparable transactions with others
and did not involve more than normal risk of collectibility or present other
unfavorable features.

INDEPENDENT PUBLIC ACCOUNTANTS

BKD, LLP, the successor to Olive, LLP, served as Horizon's independent auditors
for 2001. The services performed by BKD, LLP in this capacity included
conducting an examination in accordance with generally accepted auditing
standards of, and expressing an opinion on, Horizon's 2001 consolidated
financial statements. The Board of Directors has selected BKD, LLP as the
Independent Public Accountants for the year ending December 31, 2002. It is
expected that representatives of BKD, LLP will be present at the Annual Meeting,
may address the shareholders if they desire to do so and will be available to
answer any questions.

BKD, LLP's fees for the calendar year 2001 audit and review of Forms 10-Q were
$62,145 of which an aggregate amount of $26,700 had been billed through December
31, 2001. BKD, LLP did not render any services related to financial systems
design and implementation for the year ended December 31, 2001. Fees for
non-audit services were $66,333 for the year ended December 31, 2001.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Executive officers and directors of Horizon and owners of more than 10% of
Horizon's Common Stock are required to file reports of their ownership and
changes in their ownership of Horizon's Common Stock with the Securities and
Exchange Commission. Copies of these reports also must be furnished to Horizon.
Based solely upon a review of copies furnished to Horizon through the date of
this Proxy Statement or written representations that no reports were required,
Horizon believes that its executive officers, directors and 10% shareholders
complied with the 2001 filing requirements.

EXPENSES

In addition to solicitation by mail, proxies may be solicited personally or by
telephone or facsimile or electronic mail, by certain directors, officers and
employees of Horizon, the Bank and the Bank's subsidiaries, who will not be
specially compensated for such solicitation. No solicitation of proxies will be
made by paid solicitors. Horizon will bear all expenses in connection with the
solicitation of proxies.

SHAREHOLDER PROPOSALS FOR 2003 ANNUAL MEETING

Any shareholder who wishes to have a proposal considered for inclusion in
Horizon's Proxy Statement for the 2003 annual meeting of shareholders must
submit the proposal in writing so that Horizon receives it by December 6, 2002.
Proposals should be addressed to Horizon's Secretary, 515 Franklin Square,
Michigan City, Indiana 46360. Horizon's Bylaws also provide that a shareholder
wishing to nominate a candidate for election as a director must give Horizon
written notice of the nomination not fewer than 30 calendar days nor more than
50 calendar days prior to the date of the meeting. That notice must include
certain other information as described in the Bylaws. Copies of the Bylaws are
available to shareholders from Horizon's Secretary free of charge upon request.
Shareholders who wish to bring other proposals before the annual meeting without
having the proposals considered for inclusion in the proxy statement must submit
the proposals in writing to Horizon's Secretary no later than February 19, 2003.

OTHER MATTERS

Management knows of no matters, other than those reported above, that are to be
brought before the Annual Meeting. The enclosed proxy confers discretionary
authority on the proxies to vote on any other business that may properly come
before the meeting. It is the intention of the persons named in the proxy to
vote in their discretion on any such matter.

Insofar as any of the information in this Proxy Statement may rest peculiarly
within the knowledge of persons other than Horizon, we relied upon information
furnished by others for the accuracy and completeness thereof.

WE STRONGLY URGE YOU TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY AT
THE EARLIEST POSSIBLE DATE EVEN IF YOU PLAN TO ATTEND THE MEETING. IF YOU ATTEND
THE MEETING, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON.

Lawrence J. Mazur
Secretary

Michigan City, Indiana
April 5, 2002

AVAILABILITY OF FORM 10-K

A copy of Horizon's Annual Report on Form 10-K as filed with the Securities and
Exchange Commission ("SEC") is available to shareholders without charge upon
written request to Mary McColl, Shareholder Relations, at 515 Franklin Square,
Michigan City, Indiana 46360. The Form 10-K and Horizon's other SEC filings also
are available online in the SEC's EDGAR database at www.sec.gov.

DEFINITIVE PROXY SOLICITATION MATERIALS-
TO BE RELEASED ON OR ABOUT APRIL 5, 2002

REVOCABLE PROXY
HORIZON BANCORP

[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
For With- For All
hold Except
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
1. Election of [ ] [ ] [ ]
The undersigned hereby appoints Six Directors
James H. Fogleson, Thomas H.
Edwards or Lawrence J. Mazur, or Nominees for Terms
each of them, as Proxies, each to Expire in 2003:
with the power to appoint his Peter L. Pairitz
substitute, and hereby authorizes
them to represent and vote, as Nominees for Terms
designated below, all shares of to Expire in 2004:
common stock of Horizon Bancorp, Charley E. Gillispie
which the undersigned is entitled
to vote at the Annual Meeting of Nominees for Terms
Shareholders to be held on Thursday, to Expire in 2005:
May 9, 2002, at 6:00 p.m. (local time), Dale W. Alspaugh,
at the Holiday Inn, 5820 S. Franklin Craig M. Dwignt,
Street, Michigan City, Indiana, or any Robert E. McBride, M.D.
adjournment thereof, on the following Gene L. Rice
matters:

(INSTRUCTION: To withhold authority to
vote for any individual, write the
individual's name on the space
provided below.)

--------------------------------------
2. In their discretion, on such other
business as may properly be brought
before the Annual Meeting or any
adjournment thereof.

ON ANY OTHER MATTERS THAT MAY PROPERLY
COME BEFORE THE MEETING, THIS PROXY
WILL BE VOTED IN ACCORDANCE WITH THE
BEST JDUGMENT OF THE ABOVE-STATED
PROXIES. THIS PROXY, WHEN PROPERLY
EXECUTED, WILL BE VOTED AS DIRECTED,
Please be sure to Date OR IF NO DIRECTION IS INDICATED, WILL
sign and date this BE VOTED FOR THE SIX NOMINEES STATED
Proxy in the box below. ABOVE.

Please indicate your intentions of
attending the meeting on May 9, 2002,
by completing the section below.
Stockholder sign above
I WILL attend the Annual Meeting. [ ]
Number of Persons attending will be __

Co-holder (if any) sign above I WILL NOT attend the Annual
Meeting. [ ]

- ------------------------------------------------------------------------------
Detach above card, sign, date and mail in
postage-paid envelope provided.

HORIZON BANCORP 515 Franklin Square, Michigan City, IN 46360
- -------------------------------------------------------------------------------
Please sign exactly as name appears below. If there are two or more owners, both
should sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.

YOUR VOTE IS IMPORTANT.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
PROMPTLY USING THE ENCLOSED ENVELOPE.
- -------------------------------------------------------------------------------
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.

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