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EXHIBIT 99.3--F&M'S FORM OF PROXY

                                 REVOCABLE PROXY
                                  F & M BANCORP

                    THIS PROXY IS SOLICITED ON BEHALF OF THE
                       BOARD OF DIRECTORS OF F&M BANCORP.

         The undersigned shareholder of F&M BANCORP, an Indiana Corporation,
("F&M") hereby nominates, constitutes and appoints _______ _______ and _______
_______, or any one of them, as proxy or proxies for the undersigned, each with
full power of substitution and resubstitution, to vote all of the shares of F&M
which the undersigned is entitled to cast at the Special Meeting of the
Shareholders of F&M to be held at 3:00 p.m., local time, on ______ __, 1996, at
the Main Office of Farmers & Merchants Bank,729 Main Street, Rochester, Indiana
46975-0567 and at any adjournments thereof (the "Special Meeting"), on the
following proposals, all of which are described in the accompanying Proxy
Statement-Prospectus:

         1.       Approval of the Plan and Agreement of Merger.

                  /    / FOR           /    / AGAINST       /    / ABSTAIN

         2.       Adjournment of the Special Meeting in the event that a
                  sufficient number of votes necessary to approve the Plan and
                  Agreement of Merger at the Special Meeting is not received.

                  /    / FOR           /    / AGAINST       /    / ABSTAIN

         3.       Division of the Board of Directors into three groups with
                  individual terms expiring as shown below and ratification of
                  all actions of the Board of Directors of F&M taken prior to
                  the division of its members:

                           Terms Expiring at 1996 Annual Meeting:  Wendell B. 
                             Bearss, H. Robert Bradley and Carol J. Bridge
                           Terms Expiring at 1997 Annual Meeting:  William J. 
                             Gordon and J. Frederick Hoffman
                           Terms Expiring at 1998 Annual Meeting:  Robert E. 
                             Peterson and V. Lorene Rauschke

                  /    / FOR           /    / AGAINST       /    / ABSTAIN

         4.       In their discretion, upon such other matters as may properly
                  come before the Special Meeting.

         This Revocable Proxy will be voted as directed by the undersigned
shareholder. If no direction is given, this Revocable Proxy will be voted FOR
proposals 1 through 3.

         All proxies previously given by the undersigned are hereby revoked.
Receipt of the Notice of the Special Meeting of F&M Bancorp and of the
accompanying Proxy Statement is hereby acknowledged.

         This Revocable Proxy may be revoked by the undersigned at any time
before it is exercised by (i) executing and delivering to F&M a later dated
proxy, (ii) attending the Special Meeting and voting in person, or (iii) giving
written notice of revocation to the Secretary of F&M.

NOTE: Please sign your name exactly as it appears on your stock certificate(s).
Joint accounts require only one signature. If you are signing this Proxy as an
attorney, administrator, agent, corporation, officer, executor, trustee, or
guardian, etc., please add your full title to your signature.

                         _______________________________________________________
                         Signature

                         _______________________________________________________
                         Print Name

                         _______________________________________________________
                         Address

                         _______________________________________________________

                         Dated:___________________, 1996

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. PLEASE DATE, SIGN
AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED FOR MAILING
IN THE U.S.A.