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EXHIBIT 99.2--SAND RIDGE FINANCIAL'S FORM OF PROXY

                                 REVOCABLE PROXY
                        SAND RIDGE FINANCIAL CORPORATION

                    THIS PROXY IS SOLICITED ON BEHALF OF THE
             BOARD OF DIRECTORS OF SAND RIDGE FINANCIAL CORPORATION

         The undersigned shareholder of Sand Ridge Financial Corporation, an
Indiana corporation ("Sand Ridge Financial"), 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 Sand Ridge Financial which the
undersigned is entitled to cast at the Special Meeting of the Shareholders of
Sand Ridge Financial to be held at 9:00 a.m., local time, on April 22, 1999, at
the Main Office of Sand Ridge Bank, 2611 Highway Avenue, Highland, Indiana
46322, 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. 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 and 2.

         All proxies previously given by the undersigned are hereby revoked.
Receipt of the Notice of the Special Meeting of Sand Ridge Financial Corporation
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 Sand Ridge Financial a
later dated proxy, (ii) attending the Special Meeting and voting in person, or
(iii) giving written notice of revocation to the Secretary of Sand Ridge
Financial.

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.


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                                              Signature
 
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                                              Print Name

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                                              Address

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                                         Dated:___________________, 1999

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.