================================================================================

SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 to Rule 14a-11(c) or Rule 14a-12.

HORIZON BANK
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

XXXXXXXXXXXXXXXX
(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.: .........................

(3) Filing Party: .........................................................

(4) Date Filed: ...........................................................

================================================================================
2
[LOGO HORIZON BANCORP]

515 FRANKLIN SQUARE, MICHIGAN CITY, IN 46360
--------------------------------------------

------------------------
NOTICE
ANNUAL MEETING
AND
PROXY STATEMENT
2001
------------------------

3
[LOGO HORIZON BANCORP]

March 29, 2001

Dear Shareholder:

You are cordially invited to attend the 2001 Annual Meeting of Shareholders of
Horizon Bancorp to be held at the Holiday Inn, 5820 South Franklin Street,
Michigan City, Indiana on Thursday, May 10, 2001 at 10:00 a.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 vote in person or to attend
the meeting.

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

The Annual Report of Horizon Bancorp for the year ending December 31, 2000 is
also enclosed. The Annual Report is not to be considered as proxy solicitation
material.

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

/s/ Robert C. Dabagia /s/ Craig M. Dwight
Robert C. Dabagia Craig M. Dwight
Chairman of the Board President

HORIZON BANCORP
515 FRANKLIN SQUARE
MICHIGAN CITY, INDIANA 46360

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Our Shareholders:

NOTICE IS HEREBY GIVEN THAT PURSUANT TO THE CALL OF ITS DIRECTORS, the Annual
Meeting of Shareholders of Horizon Bancorp will be held on THURSDAY, MAY 10,
2001, 10:00 A.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 four (4) Directors to serve terms that will expire in
2004.

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 26, 2001, 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.

IMPORTANT - PLEASE MAIL YOUR PROXY PROMPTLY IN ORDER 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

/s/ Lawrence J. Mazur

Lawrence J. Mazur
Secretary

March 29, 2001

HORIZON BANCORP
515 FRANKLIN SQUARE
MICHIGAN CITY, INDIANA 46360
(219) 879-0211

MARCH 29, 2001

PROXY STATEMENT

GENERAL INFORMATION

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
at the Holiday Inn, 5820 South Franklin Street, Michigan City, Indiana on
Thursday, May 10, 2001 at 10:00 a.m. (local time), and at any adjournment
thereof. This Proxy Statement and accompanying form of proxy have been mailed to
shareholders on or about March 29, 2001.

Only shareholders of record as of March 26, 2001 will be entitled to notice of,
and to vote at, the Annual Meeting. The voting securities of Horizon consist
only of Common Stock, of which 661,928 shares were issued and outstanding on the
record date. For the matters to be voted on at the Annual Meeting, each share of
Horizon Common Stock is entitled to one vote.

EXERCISE AND VOTING OF PROXY

The enclosed proxy is designed to permit each shareholder of record of Horizon
Common Stock at the close of business on March 26, 2001 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 any such instructions, the
shares of Horizon Common Stock represented by proxy, will be voted FOR the
election of the four nominees for directors. On other matters that may properly
come before the meeting, this proxy will be voted, in their discretion, by the
named Proxies. Management is not aware of any other matters to be presented at
the meeting nor has it received notice from any shareholders of other matters to
be addressed. Any proxy may be revoked at any time insofar as it has not been
exercised, either by delivery to Horizon of a written revocation, by a duly
executed proxy bearing a later date or by action of the shareholder at the
meeting.

The nominees for election as directors of Horizon named in the Proxy Statement
will be elected by a plurality of the votes cast. Action on other matters
presented at the meeting will be approved if the votes cast in favor exceed the
votes cast in opposition, unless a higher voting requirement is required.
Abstentions are counted for purposes of determining the presence of absence of a
quorum, but are not considered a vote cast. Shares held by brokers in street
name and for which the beneficial owners have withheld the discretions to vote
from brokers are called "broker non-votes." They are counted to determine if a
quorum is present, but are not considered a vote cast. Broker non-votes will not
affect the outcome of a particular matter.

The cost of soliciting proxies in the accompanying form will be borne by
Horizon. 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 or Horizon Bank, N.A. ("Bank"), its
subsidiary, who will not be specially compensated for such solicitation. No
solicitation of proxies will be made by paid solicitors.

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

To the best of the knowledge of Horizon, as of January 31, 2001, the following
are the only beneficial owners of more than five percent (5%) of the outstanding
shares of Horizon Common Stock, except as otherwise noted under Nominee's
Standing for Election.

NAME & ADDRESS OUTSTANDING STOCK OUTSTANDING STOCK PERCENTAGE OF
- -------------- ----------------- -------------------------------

Horizon Trust & Investment Management, N.A. 98,631 (1) 14.90%
P.O. Box 1125
Michigan City, IN 46361

(1) Shares indicated as beneficially owned are held by Darhap & Co. as
nominee for Horizon Trust & Investment Management, N.A. (a subsidiary
of Bank) for shares held for beneficiaries of trusts and estates.

ELECTION OF DIRECTORS

The Articles of Incorporation of Horizon provide that the Board of Directors
shall consist of three classes of directors. One class of directors is to be
elected each year with terms extending to the third succeeding Annual Meeting
after such election.

NOMINEES STANDING FOR ELECTION
TERMS TO EXPIRE IN 2004:

NAME, AGE AND
YEAR FIRST SHARES BENEFICIALLY PERCENT OF
ELECTED DIRECTOR (1) PRINCIPAL OCCUPATION OWNED (2) CLASS
- -------------------- -------------------- --------- -----

Financial consultant; Professor, Purdue 855 0.12%
[PHOTO] University - North Central; former
publisher of Michigan City News-Dispatch
(local newspaper)
George R. Averitt
Age - 69
1973
- ------------------------------------------------------------------------------------------------------------------------------------

[PHOTO] Owner/Broker, 624 0.09%
Century 21 1st Team, Inc.

Larry N. Middleton
Age - 48
1995

7
NOMINEES STANDING FOR ELECTION
TERMS TO EXPIRE IN 2004:

NAME, AGE AND
YEAR FIRST SHARES BENEFICIALLY PERCENT OF
ELECTED DIRECTOR (1) PRINCIPAL OCCUPATION OWNED (2) CLASS
- -------------------- -------------------- --------- -----

[PHOTO] Retired Owner, 223 0.03%
McKee Group

Susan D. Sterger
Age - 46
1995

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

[PHOTO] President and Chief Operating Officer, 1,238 0.18%
Emerson Power Transmission Corp.

Robert E. Swinehart
Age - 58
1998

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

CONTINUING DIRECTORS
TERMS TO EXPIRE IN 2003:

NAME, AGE AND
YEAR FIRST SHARES BENEFICIALLY PERCENT OF
ELECTED DIRECTOR (1) PRINCIPAL OCCUPATION OWNED (2) CLASS
- -------------------- -------------------- --------- -----
Chairman and Chief Executive Officer, Horizon 32,100 4.65%
and Chairman, Bank, since December 15,
[PHOTO] 1998; President and Chief
Administrative Officer, Horizon and
Bank from 1986 to retirement on
December 31, 1996

Robert C. Dabagia
Age - 62
1980

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

[PHOTO] President and Chief Executive Officer, St. 223 0.03%
Anthony Memorial Health Centers

Bruce E. Rampage
Age - 54
2000

3
8

CONTINUING DIRECTORS
TERMS TO EXPIRE IN 2003:

NAME, AGE AND
YEAR FIRST SHARES BENEFICIALLY PERCENT OF
ELECTED DIRECTOR (1) PRINCIPAL OCCUPATION OWNED (2) CLASS
- -------------------- -------------------- --------- -----

[PHOTO] Owner/Architect, 223 0.03%
Design Organization, Inc.

Spero W. Valavanis
Age - 48
2000

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

CONTINUING DIRECTORS
TERMS TO EXPIRE IN 2002:

NAME, AGE AND
YEAR FIRST SHARES BENEFICIALLY PERCENT OF
ELECTED DIRECTOR (1) PRINCIPAL OCCUPATION OWNED (2) CLASS
- -------------------- -------------------- --------- -----

[PHOTO] Retired - Chancellor, 1,153 0.17%
Purdue University - North Central

Dale W. Alspaugh
Age - 67
1986

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

President and Chief Administrative Officer, 9,382 1.36%
Horizon and President and Chief Executive
[PHOTO] Officer, Bank since December 1998;
Executive Vice President and Chief
Executive Officer, Horizon and Bank since
October 1998; Vice President and Senior
Lender, Bank since 1997; Vice President
Craig M. Dwight and Senior Commercial Lender, Bank since
Age - 44 1990
1999 (5)

4
9

CONTINUING DIRECTORS
TERMS TO EXPIRE IN 2002:

NAME, AGE AND
YEAR FIRST SHARES BENEFICIALLY PERCENT OF
ELECTED DIRECTOR (1) PRINCIPAL OCCUPATION OWNED (2) CLASS
-------------------- -------------------- --------- -----

[PHOTO] Pathologist, 3,750 0.54%
PathologyConsultants, Inc.

Robert E. McBride, M.D.
Age - 61
1984

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

[PHOTO] Grain Farmer 349 0.05%

Gene L. Rice
Age - 68
1979

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

(1) The date indicated in this column reflects the year the person listed
was first elected as a director of Horizon or one of the predecessors
of Bank, namely Citizens Bank of Michigan City ("Citizens Bank") and
First Merchants National Bank ("First Bank").

(2) 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.

(3) Shares indicated as beneficially owned by Mr. Dabagia include 12,000
shares of vested stock options granted under the 1987 Stock Option and
Stock Appreciation Rights Plan ("1987 Plan") of Horizon and 1,400
shares of vested stock options granted under the 1997 Stock Option and
Stock Appreciation Rights Plan ("1997 Plan") of Horizon.

(4) Shares indicated as beneficially owned by Mr. Dwight include 1,200
shares of vested stock options granted under the 1987 Stock Option and
Stock Appreciation Rights Plan ("1987 Plan") of Horizon, 4,700 shares
of vested stock options granted under the 1997 Stock Option and Stock
Appreciation Rights Plan ("1997 Plan") of Horizon and 3,482 shares held
by the Horizon Employee Stock Ownership Plan ("ESOP").

(5) Mr. Dwight was appointed by the Board of Directors on December 15, 1998
to fulfill the unexpired term of a director who resigned and then
elected to the Board for a full term in 1999.

Information regarding shares beneficially owned is as of January 31, 2001.
As of January 31, 2001, directors, nominees and executive officers, as a
group (14, including above 11 individuals), beneficially owned 68,072
shares (including 21,500 shares exercisable under stock options), 9.86% of
the shares outstanding.

5
10

BOARD RECOMMENDATION

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
ELECTION OF THE NOMINEES. It is intended that the proxies given to the
persons named in the accompanying form of proxy will, unless otherwise
indicated therein, be voted FOR the election of the nominees named above.
Although management has no reason to believe that any nominee will be
unable to serve, in the event any nominee should become unavailable for
election, and unless the Board of Directors shall reduce the size of the
Board to a number which shall be equal to the number of nominees who are
able and willing to serve, the persons named in the proxy will vote for a
substitute nominee who will be designated by the Board of Directors.

PROCEDURES FOR NOMINATION OF DIRECTORS
Under Horizon's by-laws, nominations for election to the Board of
Directors may be made by the Board of Directors or by any shareholder of
any outstanding class of capital stock of Horizon entitled to vote for the
election of directors. Horizon does not have a Nominating Committee of the
Board of Directors. Nominations by any shareholder must be made in writing
and must be delivered to the President of Horizon not less than 30 days
nor more than 50 days prior to any meeting of shareholders called for the
purpose of electing directors and must include certain detailed
information and representations with respect to such nominee as specified
in the by-laws. Nominations not made in accordance with the by-laws may be
disregarded by the chairman of the meeting, in his discretion, and upon
his instructions, the vote tellers may disregard all votes cast for any
such nominee. A complete copy of the applicable provision of the by-laws
will be available upon request to the President of Horizon.

MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES

During 2000, 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 serve,
except for Robert E. Swinehart. Horizon and its subsidiaries have joint
standing committees These committees include an Audit Committee and
Compensation Committee, which serve as such for Horizon, Bank, The Loan
Store, Inc., a consumer finance subsidiary of Horizon, HBC Insurance
Group, Inc, a reinsurance company subsidiary of Horizon, Horizon Trust &
Investment Management, N.A., an investment management subsidiary of Bank
and Horizon Insurance Services, Inc., an insurance agency subsidiary of
Bank.

The Audit Committee members at January 1, 2001 are George R. Averitt,
Chairperson, Dale W. Alspaugh, Charlie E. Gillispie, Bruce E. Rampage and
Susan D. Sterger. Robert C. Dabagia and Craig M. Dwight were ex officio
members of the Audit Committee. The Audit Committee met four times in
2000. The purpose of the Committee is to assist the Board of Directors in
fulfilling its statutory and fiduciary responsibilities with respect to
examinations of the Bank and affiliates and the monitoring of accounting,
auditing and financial reporting practices. The Committee reviews the
internal audit program of Bank and recommends to the Board of Directors
the engagement of an outside auditing firm. Members of the Audit
Committee, exclusive of ex officio members Robert C. Dabagia and Craig M.
Dwight, are independent as defined by the National Association of
Securities Dealers' ("NASD") listing standards. The Board of Directors
adopted a written charter of the Audit Committee which is attached to this
Proxy Statement as Appendix A.

REPORT OF THE AUDIT COMMITTEE

This report is being provided to inform shareholders of the Audit Committee's
oversight with respect Horizon's financial reporting.

REVIEW WITH MANAGEMENT AND INDEPENDENT AUDITORS
The Audit Committee has reviewed and discussed the audited financial statements
for the year ended December 31, 2000 with management. In addition, the Audit
Committee discussed with Olive LLP the matters required to be discussed by
Statement of Auditing Standards No. 61.

The Audit Committee received the written disclosures and the letter from Olive
LLP required by the Independent Standards Board Standard No. 1, and has
discussed with Olive 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, 2000 to be filed with the Securities and Exchange Commission.

George R. Averitt, Chairperson Dale W. Alspaugh Charlie E. Gillispie

Bruce E. Rampage Susan D. Sterger

EXECUTIVE OFFICERS OF HORIZON

The following information is provided with respect to executive officers of
Horizon with all share information as of January 31, 2001:

SHARES PERCENT
BENEFICIALLY OF OFFICE AND BUSINESS EXPERIENCE DURING THE
NAME AGE OWNED (1) CLASS PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------------

Robert C. Dabagia 62 32,100(2) 4.65% Chairman and Chief Executive Officer, Horizon and Chairman,
Bank, since December 15, 1998; President and Chief
Administrative Officer, Horizon and Bank from 1986 to
retirement on December 31, 1996.

Craig M. Dwight 44 9,382(3) 1.36% President and Chief Administrative Officer, Horizon and
President and Chief Executive Officer, Bank since December,
1998; Executive Vice President and Chief Executive Officer,
Horizon and Bank since October, 1998; Vice President and
Senior Lender, Bank since 1997; Vice President and Senior
Commercial Lender, Bank since 1990.

Lawrence J. Mazur 52 11,557(4) 1.67% President, Horizon Trust & Investment Management, N.A. since
December 1998; President, Financial Planning and Management
Corporation since 1994; Self employed Attorney and CPA since
1993.

Thomas H. Edwards 48 6,395(5) 0.93% Executive Vice President and Senior Lender, Horizon and Bank
since May 1999, Executive of Loan Management Services, Crowe,
Chizek and Company, LLP since 1993.

James H. Foglesong 55 -- -- Chief Financial Officer, Horizon and Bank since January 2001;
Executive Vice President and Chief Financial Officer,
Security Federal Bank & Trust since 1995.

(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) Shares indicated as beneficially owned by Mr. Dabagia include 12,000 shares
of vested stock options granted under the 1987 Stock Option and Stock
Appreciation Rights Plan ("1987 Plan") of Horizon and 1,400 shares of
vested stock options granted under the 1997 Stock Option and Stock
Appreciation Rights Plan ("1997 Plan") of Horizon.

(3) Shares indicated as beneficially owned by Mr. Dwight include 1,200 shares
of vested stock options granted under the 1987 Stock Option and Stock
Appreciation Rights Plan ("1987 Plan") of Horizon, 4,700 shares of vested
stock options granted under the 1997 Stock Option and Stock Appreciation
Rights Plan ("1997 Plan") of Horizon and 3,482 shares held by Horizon's
Employee Stock Bonus Plan.

(4) Shares indicated as beneficially owned by Mr. Mazur include 1,200 shares of
vested stock options granted under the 1997 Stock Option and Stock
Appreciation Rights Plan ("1997 Plan") of Horizon and 357 shares held by
Horizon's Employee Stock Bonus Plan.

(5) Shares indicated as beneficially owned by Mr. Edwards include 1,000 shares
of vested stock options granted under the 1997 Stock Option and Stock
Appreciation Rights Plan ("1997 Plan") of Horizon and 195 shares held by
Horizon's Employee Stock Bonus Plan.

All of Horizon's executive officers hold office for a term of one year (see
"Executive Compensation and Other Information").

7
12

The Compensation Committee, whose members at December 31, 2000 were Spero W.
Valavanis, Chairperson, Russell L. Arndt (director of Bank), James D. Brown
(director of Bank), Robert C. Dabagia, Craig M. Dwight, Robert E. McBride, Boyd
W. Phelps (director of Bank) and Bruce E. Rampage met four times in 2000. The
Committee reviews all salary and employee benefit issues relating to employees
and directors of Bank and its affiliates.

REPORT OF THE COMPENSATION COMMITTEE
DECEMBER 31, 2000

The compensation of all elected officers of the Horizon and subsidiaries,
including that of the Chief Executive Officer, is set annually by the outside
directors who are members of the Compensation Committee of the Board of
Directors ("Committee"). The outside director membership of the Committee is
generally comprised of six outside directors. The appointment of outside
directors to the Committee is rotated.

Compensation is composed of several segments, which include base salary,
short-term incentives and long-term incentives. The 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 and
credible sources with the principal data contained in an annual study published
by the Bank Administration Institute ("BAI").

SALARIES
All salaries, including that of the Chief Executive Officer, are governed by
Horizon's formal salary administration program in which all salary decisions are
subject to detailed annual performance reviews. Each year, the salary
administration program is updated and the salary of each member of Horizon is
compared to those salaries being paid to like positions in similar size
organizations. Salary ranges for each position in Horizon are then computed from
that data. In general, the highest salary that would be allowable by Horizon is
below the highest salary for that position as reported in the BAI data. In 2000,
the highest computed salary allowable for the Chief Executive Officer was
$278,000 and the actual salary paid was $135,000 or 49% of the maximum allowable
under the Bank's salary administration program.

CASH BONUSES
In December of 2000, the Compensation Committee adopted guidelines for annual
cash discretionary bonus awards. The Company'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 2000,
the President evaluated the consolidated company's financial performance to
goal, each business unit's financial performance to goal, and recommendations of
the Senior Vice Presidents for employees within their respective business units.
In setting bonuses for December 31, 2000, the Compensation Committee considered
the recommendations of the Chairman and President as presented.

Cash bonuses were accrued throughout the year and the majority paid during
January 2001.

LONG TERM INCENTIVE PROGRAMS/STOCK OPTIONS
Horizon's long-term incentive program is based on 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 gain a
longer-term perspective in their managerial responsibilities. This component of
an executive officer's compensation directly links the officer's interests with
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 tandem stock appreciation rights ("SARs").

8
13

PERFORMANCE REVIEWS
The Committee conducts an annual review of the performance of the Chairman
(Chief Executive Officer) and the President (Chief Administrative Officer) who
are the senior executive officers of Horizon. In conducting its review, the
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 which 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 quick fixes, nor should they be. These programs are
generally long term in nature, bringing benefit to Horizon over many years. For
those reasons, the 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 performance of the
Chairman, the President and other executive officers are measured in setting
their annual compensation. Among these are the continued growth and development
of our 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.

COMPENSATION COMMITTEE MEMBERSHIP
Mr. Dabagia, Chairman (Chief Executive Officer) of Horizon, and Mr. Dwight,
President (Chief Administrative Officer) of Horizon, are members of the
Committee but do not participate in the Committee's evaluations of their
performances or in voting on their compensation. As members of the 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 Committee, provide liaison between the Committee and
management and undertake to enact the decisions of the Committee on its behalf.

No other officers, employees, former officers or employees of Horizon or
individuals requiring disclosure under Item 404 of Regulation S-K are voting
members of the Committee. In addition, there are no executive officer/director
interlocks in which an executive officer/director of one company serves on the
compensation committee of another company, which itself has an executive
officer/director serving on the first company's board of directors or
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

9
14

EXECUTIVE COMPENSATION AND OTHER INFORMATION

SUMMARY COMPENSATION TABLE

The following information is provided with respect to compensation paid by Bank
to each executive officer of Horizon and/or Bank in 2000 whose compensation
exceeded $100,000.

----------------Long-term Compensation-------------
-------------Annual Compensation------------- ---------Awards--------- ----------Payout--------
Securities
Other Annual Restricted Underlying LTIP All Other
Name and Salary ($) Bonus ($) Compensation Stock Options/ Payouts Compensation
Principal Position Year (1) (2) (1) (3) (4) Award(s) SARs (#) ($) (5)
- ------------------ ---- ------- ------- --- -------- -------- --- ---

Robert C. Dabagia 2000 $120,000 $15,000 -- -- 11,000 -- --
Chairman and Chief 1999 $180,000 -- -- -- -- -- --
Executive Officer 1998 -- -- $ 55,000(6) -- -- -- --
Craig M. Dwight 2000 $180,038 -- $ 420 -- 15,000 -- $36,233
President and Chief 1999 $160,000 -- $ 591 -- 17,500 -- $78,054
Administrative Officer 1998 $106,408 -- $ 502 -- 3,000 -- $12,481
Lawrence J. Mazur 2000 $133,743 $45,060 $ 1,051 -- 2,600 -- $33,362
President, Horizon 1999 $130,000 -- $ 1,223 -- 6,000 -- $16,250
Trust & Investment 1998 -- -- -- -- -- -- --
Management
Thomas H. Edwards 2000 $120,593 -- $ 680 -- 5,600 -- $ 7,084
Executive Vice 1999 $ 72,760 -- $ 385 -- 2,000 -- $ 1,695
President and Senior 1998 -- -- -- -- -- -- --
Lender

(1) Salary and benefit numbers included herein for years have been restated to
indicate actual paid, and actual deferred compensation pursuant to each
category of payment.

(2) Includes salary amounts paid and salary amounts deferred by the individual
named pursuant to Horizon's Thrift Plan and Supplemental Executive
Retirement Plan ("SERP").

(3) Includes bonus amounts paid and bonus amounts deferred by the individual
named pursuant to Horizon's Thrift Plan and SERP.

(4) Includes a portion of the group term life insurance premium taxable to the
individual named.

(5) Includes Horizon's contribution to Horizon's Stock Bonus Plan and it's
matching contribution to the Thrift Plan and SERP.

(6) These amounts reflect directors fees paid to Mr. Dabagia for the duties he
performed as Vice Chairman of the Board as he was not compensated as an
employee during this year.

EMPLOYMENT AGREEMENTS
Mr. Mazur is a party to an Employment Agreement with Horizon, which provides for
his continued services as President of Horizon Trust & Investment Management.
Mr. Mazur's agreement expires on December 31, 2003 and is not renewable. Under
the Agreement, Mr. Mazur receives minimum benefits and is paid a salary and
bonus agreed upon at his date of hire. If Mr. Mazur's employment is terminated
for reasons other than "cause", as defined in the Agreement, he will continue to
receive his basic annual compensation for a period of two years. Upon change of
control of Horizon, Mr. Mazur is entitled to continuation of his salary for
three years.

Messrs. Dwight, Edwards, Foglesong are parties to Change of Control Agreements
with Horizon. These agreements provide that upon change of control, the
individual will receive payment of two times his then current annual salary rate
at that time.

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AGGREGATE OPTION/SAR EXERCISES IN THE LAST FISCAL YEAR AND YEAR-END OPTION/SAR
VALUES
The following table sets forth the number of shares acquired on exercise of
stock options and the aggregate gains realized on exercise in 2000 by Horizon's
executive officers named in the Summary Compensation Table. The table also sets
forth the number of shares covered by exercisable and unexercisable options held
by such executives on December 31, 2000.

Number of Shares Covered by Value of Unexercised In-The-Money
Unexercised Options/SARs on Options/SARs as of
-------------12/31/2000------ -----------12/31/2000 (2)----------

Shares Acquired
On Exercise Value
Name During 2000 Realized (1) Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------ ----------- ------------- ----------- -------------

Robert C. Dabagia -0- -0- 12,000 11,000 -0- -0-
Craig M. Dwight -0- -0- 3,900 22,800 $17,400 -0-
Lawrence J. Mazur -0- -0- 1,200 7,400 -0- -0-
Thomas H. Edwards -0- -0- 400 7,200 -0- -0-

(1) Market value on the date of exercise of shares covered by options
exercised, less option exercise price.

(2) Market value of shares covered by in-the-money options on December 31, 2000
less option exercise price. Options are in-the-money if the market value of
shares covered thereby is greater than the option exercise price.

COMPENSATION OF DIRECTORS
Horizon paid its non-employee directors a retainer of $10,000 in cash and a
bonus of $5,000 worth of Horizon Bancorp stock each for their services in 2000.
Active employees of Horizon and/or Bank receive no separate compensation for
their services as directors. There is no additional compensation for meetings of
committees of the Board, special assignments or special meetings.

DIRECTORS' DEFERRED COMPENSATION PLAN
Horizon sponsors a Directors' Deferred Compensation Plan, which allows Directors
of Horizon and Bank who are not also employees 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.

PERFORMANCE GRAPH

Comparison of Five Year Cumulative Total Return
Among Horizon Bancorp Common Stock, S&P 500 Index
and Bank Composite Index

(Total return assumes $100 invested on
January 1, 1996 with reinvested dividends)

STOCK PERFORMANCE
FIVE YEAR TOTAL RETURN

[LINE GRAPH]

1995 1996 1997 1998 1999 2000
---- ---- ---- ---- ---- ----

Horizon Bancorp $100.00 $133.89 $172.22 $152.22 $135.00 $101.11
S&P 500 Index 100.00 122.96 163.98 210.45 254.41 231.44
Bank Composite Index 100.00 141.55 204.47 217.86 190.19 223.45
SNL Banks < $500 Million 100.00 128.71 219.41 200.34 185.44 178.90

The comparison of total return on investment (change in December year end stock
price plus reinvested dividends) for each of the periods shown, assumes that
$100 was invested on December 31, 1995 in each of Horizon Common Stock, the
Standard and Poor 500 Index, the Standard and Poor Bank Composite Index and SNL
Composite of Banks with assets less than $500 million. Other companies in the
Standard and Poor indices are in general larger than Horizon, with greater
market capitalization, and with shares which trade on a national exchange.
Horizon's shares are not traded on any exchange and trade only infrequently in
the over-the-counter market. Information with respect to the market price of
Horizon's shares was provided by ABN AMRO, the principal market maker for the
shares, and does not include mark-ups, mark-downs or commissions and may not
reflect either actual trades or all trades which occur.

TRANSACTIONS WITH MANAGEMENT

Directors and executive officers of Horizon and their associates were customers
of, and have had transactions with, Bank in the ordinary course of business
during 2000. Comparable transactions may be expected to take place in the
future. During 2000, various directors and officers of Horizon and their
respective associates were indebted to Bank from time to time. These loans were
made in the ordinary course of business on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons and did not involve more than normal
risk of collectibility or present other unfavorable features.

OPTIONS/SAR GRANTS IN THE LAST FISCAL YEAR

The following information is provided with respect to stock options/stock
appreciation rights granted to each executive officer of Horizon and/or Bank in
2000.

Number of % of Total
Securities Options/SARs Exercise
Underlying Granted to of Base
Options/SARs Employees in Price Expiration Grant Date
Name Granted (#) Fiscal Year ($/sh) Date Value ($)
---- ----------- ----------- ------ ---- --------

Robert C. Dabagia 7,000 17% $41.50 January 3, 2020 $19,880
4,000 10% $29.18 June 20, 2020 $40,840
Craig M. Dwight 10,000 24% $41.50 January 3, 2020 $28,400
5,000 12% $29.18 June 20, 2020 $51,050
Lawrence J. Mazur 2,600 6% $29.18 June 20, 2020 $26,546
Thomas H. Edwards 3,000 7% $41.50 January 3, 2020 $ 8,520
2,600 6% $29.18 June 20, 2020 $26,546

INDEPENDENT PUBLIC ACCOUNTANTS

Olive LLP served as Horizon's independent auditors for 2000. The services
performed by Olive LLP in this capacity included conducting an examination in
accordance with generally accepted auditing standards and expressing an opinion
on Horizon's 2000 consolidated financial statements. The Board of Directors has
selected Olive, LLP as the Independent Public Accountants for the year ending
December 31, 2001. It is expected that representatives of Olive, LLP will be
present at the Annual Meeting and will have an opportunity to make a statement
and will be available to answer any questions.

Olive, LLP's fees for the calendar year 2000 audit and review of Forms 10-Q are
$67,285 of which an aggregate amount of $18,885 has been billed through December
31, 2000. Olive LLP did not render any services related to financial systems
designed and implementation for the ended December 31, 2000. Fees for non-audit
services are $32,160 for the year ended December 31, 2000.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Horizon's executive officers, directors, and owners of more than 10% of Horizon
Common Stock are required to file reports of their ownership and changes in
ownership of Horizon Common Stock with the Securities and Exchange Commission.
Copies of these reports must also be furnished to Horizon. Based solely upon a
review of copies furnished to Horizon, through the date of this Proxy Statement,
or written representation that no reports were required, Horizon believes that
through 2000, all filing requirements of the Securities and Exchange Commission
applicable to Horizon's executive officers, directors and 10% shareholders
related to stock ownership were completed.

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SHAREHOLDER PROPOSALS FOR 2002 ANNUAL MEETING

Any shareholder who intends to present a proposal for action at Horizon's 2002
annual meeting of shareholders through the inclusion of such proposal in
Horizon's Proxy Statement relating to that meeting must furnish Horizon such
proposal in writing together with notification of such intention no later than
January 10, 2002, in order to be considered for inclusion in next year's Proxy
Statement. Any other matters requested by a shareholder to be addressed,
although not included in the Proxy Statement, shall be considered untimely if
not presented in writing to Horizon by February 12, 2002. If notice of any other
shareholder proposal intended to be presented at the 2002 annual meeting of
shareholders is not received by Horizon on or before February 12, 2002, the
proxy solicited by the Board of Directors of Horizon for use in connection with
the meeting may confer authority on the proxies to vote in their discretion on
such proposal, without any discussion in the Company's proxy statement for that
meeting of either the proposal or how such proxies intended to exercise their
voting discretion.

OTHER MATTERS

Management does not intend, and presently knows of no intention by any other
person, to present at the meeting any action by shareholders other than as set
forth herein. However, the enclosed proxy confers discretionary authority with
respect to the transaction of any other business that may properly come before
the meeting and it is the intention of the persons named in the proxy to vote in
their discretion on any such matter. Management is not aware of any other
matters to be presented at the meeting.

Insofar as any of the information in this Proxy Statement may rest peculiarly
within the knowledge of persons other than Horizon, Horizon relies 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 THOUGH YOU PLAN TO ATTEND THE MEETING. IN THE
EVENT YOU DO ATTEND THE MEETING, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON.

/s/ Lawrence J. Mazur
Lawrence J. Mazur
Secretary

Michigan City, Indiana
March 26, 2001

AVAILABILITY OF FORM 10-K

A COPY OF HORIZON'S ANNUAL REPORT ON FORM 10-K AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION IS AVAILABLE TO SHAREHOLDERS WITHOUT CHARGE UPON WRITTEN
REQUEST TO MARY MCCOLL, SHAREHOLDER RELATIONS, AT 515 FRANKLIN SQUARE, MICHIGAN
CITY, INDIANA 46360.

14
19

Appendix A

HORIZON BANCORP
BOARD OF DIRECTORS AUDIT COMMITTEE CHARTER

1. PURPOSE
The Audit Committee (the "Committee") is a committee of the Board of Directors
(the "Board") of Horizon Bancorp ("Horizon"). The primary function of the
Committee is to assist the Board in fulfilling its general oversight
responsibilities by reviewing:

1. The financial information which will be provided to shareholders,
governmental or regulatory bodies, the public, and others;
2. Horizon's auditing, accounting, and financial reporting process;
3. Horizon's systems of internal controls related to finance, accounting,
legal compliance, regulatory compliance and ethics that management and
the Board have established, and
4. the audit process.

Consistent with this function, the Audit Committee should encourage continuous
improvement of, and foster adherence to, the corporation's policies, procedures,
and practices at all levels.

The Committee's primary duties and responsibilities are to:

1. Serve as an independent and objective party to monitor Horizon's
financial reporting process and internal control system
2. Review and appraise the audit efforts of Horizon's independent
accountants and the internal auditors
3. Provide an open avenue of communication among the independent
accountants, financial and senior management, internal auditors, and
the Board.

The Committee will primarily fulfill these responsibilities by carrying out the
activities enumerated in Section IV of this Charter.

II. COMPOSITION
The Committee should be comprised of three or more directors as determined by
the Board. Each member will be independent of the management of Horizon and free
of any relationship that, in the opinion of the Board, would interfere with
their exercise of independent judgement as a Committee member.

All members of the Committee shall have a working familiarity with basic finance
and accounting practices, and at least one member of the Committee shall have
accounting or related financial management expertise. Committee members may
enhance their familiarity with finance and accounting by participating in
educational programs conducted by Horizon or an outside consultant.

The members of the Committee shall be elected by the Board at the annual
organizational meeting of the Board or until their successors shall be duly
elected and qualified. Unless a Chair is elected by the full Board, the members
of the Committee may designate a Chair by majority vote of the full Committee
membership.

The duties and responsibilities of a member of the Committee are in addition to
those duties set out for a member of the Board.

III. MEETINGS
The Committee shall meet at least four times annually, or more frequently as
circumstances dictate. As part of its job to foster open communication, the
Committee should meet at least annually with management, the internal auditors,
and the independent accountants in separate executive sessions to discuss any
matters that the Committee or each of these groups believe should be discussed
separately. The Committee may ask members of management or others to attend
meetings and provide pertinent information as necessary.

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20

In addition, the Committee or at least the Chair of the Committee should meet
with the independent accountants and management, either in person or by phone,
quarterly to review Horizon's financial statements. This review should be done
prior to Horizon's 10Q or 10K filing. This discussion should include a
discussion of significant adjustments, management judgements and accounting
estimates, significant new accounting policies, and disagreements with
management.

IV. RESPONSIBILITIES AND DUTIES
In meeting its responsibilities, the Committee is expected to:

1. Provide an open avenue of communication between the internal auditors, the
independent accountant, and the Board.
2. Confirm and assure the objectivity of the internal auditor.
3. Obtain a formal written statement from the independent accountants and
internal auditors periodically delineating all relationships between the
auditors and Horizon. Engage in a dialogue with the auditors regarding any
disclosed relationships and services which may impact their independence
and recommend that the Board take appropriate action in response to the
auditors' report to satisfy itself of the auditors' independence.

4. Instruct the independent accountant and internal auditor that they are
ultimately accountable to the Board and the Committee.
5. Review and update the Committee's charter annually.
6. Recommend to the Board the independent accountants to be nominated, approve
the compensation of the independent accountant, and review and approve, if
applicable, the discharge of the independent accountants.
7. Review and approve the appointment, replacement, reassignment, or dismissal
of the internal auditor.
8. Review and approve the qualifications of the internal auditor to specific
areas within the audit plan and their compensation.
9. Review with the independent accountant and internal auditor the
coordination of audit efforts to assure completeness of coverage, reduction
of redundant efforts, and the effective use of audit resources.
10. Inquire of management, the internal auditor, and the independent accountant
about significant risks or exposures and assess the steps management has
taken to minimize such risk to Horizon.
11. Consider, in consultation with the independent accountant and the internal
auditor, the audit scope and plan of the internal auditors and the
independent accountant. Determine if the internal auditor and independent
accountants are utilizing a risk-based approach.
12. Consider and review with the independent accountant and the internal
auditor:
(a) the adequacy of the Horizon's internal controls including computerized
information system controls and security.
(b) any related significant findings and recommendations of the
independent accountant and internal auditing together with management
responses thereto; and
(c) the status of previous audit recommendations and management's follow
up on those recommendations.
13. Review with management and the independent accountant at the completion of
the annual audit:
(a) Horion's annual financial statements and related footnotes;
(b) the independent accountant's audit of the financial statements and his
or her report thereon;
(c) any significant changes required in the independent accountant's audit
plan;
(d) any serious difficulties or disputes with management encountered
during the course of the audit; and
(e) other matters related to the conduct of the audit which are to be
communicated to the committee under generally accepted auditing
standards.
14. Review with management and the internal auditor:
(a) Internal audit reports to management prepared by the internal auditor,
including significant findings and management's responses to those
findings.
(b) Any difficulties encountered in the course of their audits, including
any restrictions on the scope of their work or access to required
information.
(c) Any changes required in the planned scope of their audit plan.
(d) Internal audit department budget and staffing.
(e) Internal audit policies and procedures.
15. Review filings with the SEC and other published documents containing
Horizon's financial statements and consider whether the information
contained in these documents is consistent with the information contained
in the financial statements.
16. Review with management and the independent accountant the interim financial
report before it is filed with the SEC and other regulators.
17. Review with management, and if necessary, with Horizon's counsel, any legal
matter that could have a significant impact on Horizon's financial
statements.
18. Review management's monitoring of Horizon's compliance with its ethical
code of conduct.

16
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19. Review legal and regulatory matters that may have a material impact on the
financial statements, related company compliance policies, and programs and
reports received from regulators.
20. Meet with Horizon's regulatory bodies to discuss the results of their
examinations.
21. Meet with the internal auditor, the independent accountant, and management
in separate executive sessions to discuss any matters that the Committee or
these groups believe should be discussed privately with the Committee.
22. Report Committee actions to the Board of Directors with such
recommendations as the Committee may deem appropriate.
23. Prepare a letter or footnote for inclusion in the annual report that
describes the Committee's composition and responsibilities, and how they
were discharged.
24. Conduct or authorize, if necessary, investigations into any matters within
the Committee's scope of responsibilities. The Committee shall be empowered
to retain independent counsel, accountants, or others to assist in the
conduct of any investigation.
25. Perform such other functions as assigned by law, Horizon's charter or
bylaws, or the Board.
26. Advise financial management and the independent auditor that they are
expected to provide a timely analysis of significant current financial
reporting issues and practices.
27. Provide that financial management and the independent auditor discuss with
the Committee their qualitative judgements about the appropriateness, not
just the acceptability, of accounting principles and financial disclosure
practices used or proposed to be adopted by the Corporation and,
particularly, about the degree of aggressiveness or conservatism of its
accounting principles and underlying estimates.
28. Determine as regards to new transactions or events, the auditor's reasoning
for the appropriateness of the accounting principles and disclosure
practices adopted by the Horizon.

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PROXY HORIZON BANCORP
515 FRANKLIN SQUARE, MICHIGAN CITY, IN 46360
THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned, hereby appoints Mary McColl and Catherine Tempel, or either of
them, as Proxies, each with the power to appoint her substitute, and hereby
authorizes them to represent and to vote, as designated below, all shares of
common stock of Horizon Bancorp, which the undersigned is entitled to vote at
the Annual Meeting of Shareholders to be held on Thursday, May 10, 2001 at 10:00
a.m. (local time), at the Holiday Inn, 5820 S. Franklin Street, Michigan City,
Indiana, or any adjournment thereof, on the following matters:
1. Election of four Directors
[ ] For all nominees listed below (except as marked to the contrary below)
[ ] Withhold authority to vote for all nominees listed below
Nominees for Terms to Expire in 2004:
George R. Averitt, Larry N. Middleton, Jr., Susan D. Sterger,
Robert E. Swinehart
(INSTRUCTION: To withhold authority to vote for any individual, write the
nominee'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 JUDGEMENT OF THE ABOVE-STATED PROXIES. THIS PROXY, WHEN PROPERLY
EXECUTED, WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE
VOTED FOR THE FOUR NOMINEES STATED ABOVE.
Please sign on the reverse side thereof

(Continued from other side)

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.

Date 2001
---------------------------,

----------------------------------------
(Signature)

----------------------------------------
(Signature if held jointly)

Your vote is important. Please mark,
sign, date and return this Proxy
promptly using the enclosed envelope.

================================================================================

Please indicate your intentions of attending the meeting on May 10, 2001 by
completing the section below.

[ ] I WILL attend the Annual Meeting. [ ] I WILL NOT attend the Annual Meeting.
Number of Persons attending will be _________