<PAGE>   1

                                                                      Exhibit 20

                            FOUNDATION BANCORP, INC.
                                25 GARFIELD PLACE
                             CINCINNATI, OHIO 45202
                                 (513) 721-0120

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

         Notice is hereby given that the 1999 Annual Meeting of Shareholders of
Foundation Bancorp, Inc. (the "Company") will be held at The Cincinnati Club
Building, 30 Garfield Place, Cincinnati, Ohio, 45202, on October 19, 1999, at
1:00 p.m., local time (the "Annual Meeting"), for the following purposes, all of
which are more completely set forth in the accompanying Proxy Statement:

                     1. To elect four directors of the Company for terms
                        expiring in 2001;

                     2. To ratify the selection of Clark, Schaefer, Hackett &
                        Co. as the auditors of the Company for the current
                        fiscal year; and

                     3. To transact such other business as may properly come
                        before the Annual Meeting or any adjournments thereof.

         Only shareholders of the Company of record at the close of business on
August 31, 1999, will be entitled to receive notice of and to vote at the Annual
Meeting and at any adjournments thereof. Whether or not you expect to attend the
Annual Meeting, we urge you to consider the accompanying Proxy Statement
carefully and to SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY SO THAT YOUR
SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND THE PRESENCE OF A QUORUM
MAY BE ASSURED. The giving of a proxy does not affect your right to vote in
person in the event you attend the Annual Meeting.


                                            By Order of the Board of Directors




Cincinnati, Ohio                            Laird L. Lazelle
September 7, 1999


<PAGE>   2




                            FOUNDATION BANCORP, INC.
                                25 GARFIELD PLACE
                             CINCINNATI, OHIO 45202
                                 (513) 721-0120

                                 PROXY STATEMENT

                                     PROXIES

         The enclosed proxy (the "Proxy") is being solicited by the Board of
Directors of Foundation Bancorp, Inc. (the "Company") for use at the 1999 Annual
Meeting of Shareholders of the Company to be held at The Cincinnati Club
Building, 30 Garfield Place, Cincinnati, Ohio 45202, on October 19, 1999, at
1:00 p.m., local time, and at any adjournments thereof (the "Annual Meeting").
Without affecting any vote previously taken, the Proxy may be revoked by
executing a later dated proxy which is received by the Company before the Proxy
is exercised or by giving notice of revocation to the Company in writing or in
open meeting before the Proxy is exercised. Attendance at the Annual Meeting
will not, of itself, revoke the Proxy.

         Each properly executed Proxy received prior to the Annual Meeting and
not revoked will be voted as specified thereon or, in the absence of specific
instructions to the contrary, will be voted:

                  FOR the reelection of Mardelle Dickhaut, Laird L. Lazelle,
                  Robert E. Levitch and Michael S. Schwartz as directors of the
                  Company for terms expiring in 2001; and

                  FOR the ratification of the selection of Clark, Schaefer,
                  Hackett & Co. ("Clark, Schaefer") as the auditors of the
                  Company for the current fiscal year.

         The Proxies may be solicited by the directors, officers and other
employees of the Company and Foundation Savings Bank ("Foundation"), in person
or by telephone, telegraph or mail only for use at the Annual Meeting. The Proxy
will not be used for any other meeting. The cost of soliciting the Proxies will
be borne by the Company.

         Only shareholders of record as of the close of business on August 31,
1999 (the "Voting Record Date"), are entitled to vote at the Annual Meeting.
Each such shareholder will be entitled to cast one vote for each share owned.
The Company's records disclose that, as of the Voting Record Date, there were
462,875 votes entitled to be cast at the Annual Meeting.

         This Proxy Statement is first being mailed to shareholders of the
Company on or about September 20, 1999.



<PAGE>   3



                                  VOTE REQUIRED

ELECTION OF DIRECTORS

         Under Ohio law and the Company's Code of Regulations, the four nominees
receiving the greatest number of votes will be elected as directors. Shares held
by a nominee for a beneficial owner which are represented in person or by proxy
but not voted with respect to the election of directors and shares as to which
the authority to vote is withheld are not counted toward the election of
directors or toward the election of the individual nominees specified on the
Proxy.

RATIFICATION OF SELECTION OF AUDITORS

         The affirmative vote of the holders of a majority of the shares
represented in person or by proxy at the Annual Meeting is necessary to ratify
the selection of Clark, Schaefer as the auditors of the Company for the current
fiscal year. The effect of an abstention is, therefore, the same as a "no" vote.
If the accompanying Proxy is signed and dated by the shareholder but no vote or
instruction to abstain is specified thereon, however, the shares represented by
the Proxy will be voted FOR the ratification of the selection of Clark, Schaefer
as the auditors of the Company for the current fiscal year.


              VOTING SECURITIES AND OWNERSHIP OF CERTAIN BENEFICIAL
                              OWNERS AND MANAGEMENT

         The following table sets forth certain information with respect to the
only persons known to the Company to own beneficially more than five percent of
the outstanding common shares of the Company as of August 31, 1999:

                                     Amount and Nature of         Percent of
Name and Address                     Beneficial Ownership     Shares Outstanding
----------------                     --------------------     ------------------
Foundation Bancorp, Inc.
  Employee Stock Ownership Plan
1201 Broadway                             37,030 (1)                8.00%
Quincy, Illinois 62301

Laird L. Lazelle
25 Garfield Place                         36,978 (2)                7.85%
Cincinnati, Ohio 45202
---------------------------

  (1)    Consists of the shares held by First Bankers Trust Company, N.A., as
         the Trustee for the Foundation Bancorp, Inc. Employee Stock Ownership
         Plan (the "ESOP"). The Trustee has voting power over shares that have
         not been allocated to an ESOP participant and shares that have been
         allocated to an ESOP participant but as to which no voting instructions
         are given by the recipient. The Trustee has limited shared investment
         power over all ESOP shares.

  (2)    Includes 5,511 common shares allocated to Mr. Lazelle's ESOP account,
         with respect to which Mr. Lazelle has voting power; 8,000 shares that
         may be acquired upon the exercise of an option; and 11,517 shares owned
         by Mr. Lazelle's spouse.

                                      -2-


<PAGE>   4

         The following table sets forth certain information with respect to the
number of common shares of the Company beneficially owned by each director and
by all directors and executive officers of the Company as a group as of August
31, 1999:

<TABLE>
<CAPTION>

                                          Amount and Nature of         Percent of
Name and Address (1)                      Beneficial Ownership     Shares Outstanding
--------------------                      ---------------------    ------------------

<S>                                         <C>                      <C>
Mardelle Dickhaut                               6,887 (3)                 1.48%
Ruth C. Emden                                   7,407 (3)                 1.59
Laird L. Lazelle                               36,978 (4)                 7.85
Robert E. Levitch                               2,432 (3)                 0.52
Michael S. Schwartz                            18,978 (5)                 4.08
Paul L. Silverglade                            11,157 (3)                 2.40
Ivan J. Silverman                              13,998 (6)                 3.01
All directors and executive officers
    of the Company as a group (8
    people)                                   110,945 (7)                22.83%


</TABLE>
----------------------------

(1)  Each of the persons listed in this table may be contacted at the address of
     the Company.

(2)  All shares are owned directly with sole voting and investment power unless
     otherwise indicated by footnote.

(3)  Includes 2,314 shares that may be acquired upon the exercise of an option.

(4)  Includes 5,511 common shares allocated to Mr. Lazelle's ESOP account, with
     respect to which Mr. Lazelle has voting power; 8,000 shares that may be
     acquired upon the exercise of an option; and 11,517 shares owned by Mr.
     Lazelle's spouse.

(5)  Includes 5,000 shares held by Mr. Schwartz as trustee, with respect to
     which Mr. Schwartz shares voting power, and 2,314 shares that may be
     acquired upon the exercise of an option.

(6)  Includes 6,571 shares owned by Mr. Silverman's spouse, with respect to
     which Mr. Silverman disclaims beneficial ownership, and 2,314 shares that
     may be acquired upon the exercise of an option.

(7)  Includes, in the aggregate, 28,788 shares that may be acquired upon the
     exercise of options and 23,088 shares with respect to which voting and
     investment power is shared.

                                      -3-
<PAGE>   5

                      PROPOSAL ONE - ELECTION OF DIRECTORS

ELECTION OF DIRECTORS

         The Company's Code of Regulations provide for a Board of Directors
consisting of seven persons. In accordance with Section 2.03 of the Regulations,
nominees for election as directors may be proposed only by the directors or by a
shareholder entitled to vote for directors. A nomination by a shareholder with
respect to the election of directors at an annual meeting of shareholders must
be submitted in writing to the Secretary of the Company and received by the
Secretary not later than the sixtieth day before the first anniversary of the
most recent annual meeting of shareholders held for the election of directors. A
nomination by a shareholder with respect to the election of directors at a
special meeting of shareholders must be submitted in writing and received by the
Secretary of the Company not later than the close of business on the seventh day
following the day on which notice of such special meeting was mailed to
shareholders. Each written nomination must state the name, age, business or
residence address of the nominee, the principal occupation or employment of the
nominee, the number of common shares of the Company owned either beneficially or
of record by the nominee and the length of time such shares have been so owned.

         The Board of Directors proposes the reelection at the Annual Meeting of
the following persons to terms which will expire in 2001:

<TABLE>
<CAPTION>

                                                              Director of     Director of
                                                              the Company     Foundation
Name                  Age (1)     Position(s) Held             Since (2)        Since
----                  -------     ----------------             ---------        -----
<S>                   <C>        <C>                           <C>            <C>
Mardelle Dickhaut       66        Director                       1996           1989
Laird L. Lazelle        60        Director, President and        1996           1994
                                  Chief Executive Officer
Robert E. Levitch       65        Director                       1996           1964
Michael S. Schwartz     55        Director                       1996           1967

</TABLE>

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

(1)      As of September 1, 1999.

(2)      Each director became a director of the Company in connection with the
         conversion of Foundation from mutual to stock form (the "Conversion")
         and the formation of the Company as the holding company for Foundation.


         If any nominee is unable to stand for election, any Proxies granting
authority to vote for such nominee will be voted for such substitute as the
Board of Directors recommends.

                                      -4-
<PAGE>   6

         The following directors will continue to serve after the Annual Meeting
for the terms indicated:

<TABLE>
<CAPTION>

                                                      Director of    Director of
                                                      the Company     Foundation
Name                    Age (1)   Positions Held       Since (2)         Since     Term Expires
----                    -------   --------------      -----------    -----------   ------------

<S>                     <C>      <C>                     <C>            <C>           <C>
Ruth C. Emden             72      Director                1996           1994          2000
Paul L. Silverglade       74      Director                1996           1988          2000
Ivan J. Silverman         58      Director                1996           1992          2000

</TABLE>

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

(1) As of September 1, 1999.

(2) Each director became a director of the Company in connection with the
    Conversion.


         MARDELLE DICKHAUT has served as the Secretary of Foundation since 1979
and as a director since 1989. Mrs. Dickhaut was employed at Foundation for 23
years prior to her retirement in 1995.

         LAIRD L. LAZELLE is the President and the Chief Executive Officer of
both the Company and Foundation and is the designated Managing Officer of
Foundation. Mr. Lazelle served as the President and the Chief Executive Officer
of The TriState Bancorp from February 1988 until joining Foundation in January
1994.

         ROBERT E. LEVITCH has served as a director of Foundation since 1964.
Mr. Levitch has been a corrections officer with the Hamilton County Sheriff's
Department since 1980.

         MICHAEL S. SCHWARTZ has been an attorney at law practicing in
Cincinnati, Ohio, since 1971 and has been the President of a title insurance
agency since 1996. Mr. Schwartz is legal counsel to Foundation and also provides
title services for some loans made by Foundation. Mr. Schwartz has served as a
director of Foundation since 1967 and succeeded his father as the Chairman of
the Board in 1993.

         RUTH C. EMDEN has served as a director of Foundation since 1994. Mrs.
Emden is the widow of Narvin I. Emden, who served Foundation as the President,
the Managing Officer and a director for over 46 years. Mrs. Emden is active in
community service.

         PAUL L. SILVERGLADE retired as the Corporate Office Personnel Director
for Federated Department Stores in 1981, after serving for 33 years. Mr.
Silverglade has been a director of Foundation since 1988 and serves as the
Chairman of the Compensation Committee.

         IVAN J. SILVERMAN is an Investment Consultant and Vice President with
Gradison McDonald Investments, a Division of McDonald Investments, Inc., a Key
Corp Company. Mr. Silverman is a former Mayor of the City of Montgomery. Mr.
Silverman has served as a director of Foundation since 1992 and serves as the
Chairman of the Audit Committee.

MEETINGS OF DIRECTORS

         The Board of Directors of the Company met seven times for regularly
scheduled and special meetings during the fiscal year ended June 30, 1999.

                                      -5-


<PAGE>   7

COMMITTEES OF DIRECTORS

         The Board of Directors of the Company has an Audit Committee. The
Company has no Compensation Committee and the entire Board of Directors serves
as a Nominating Committee.

         The Board of Directors of Foundation has an Audit Committee and a
Compensation Committee.

         The Audit Committee of both the Company and Foundation is comprised of
Mr. Silverman, who serves as chairman of the Audit Committee, Ms. Dickhaut and
Mr. Silverglade. The Audit Committee reviews and monitors the process of
auditing the Company and Foundation. The final audit is presented to the full
Board of Directors by the auditors. The Audit Committee met once during the
fiscal year ended June 30, 1999.

         Mr. Silverglade serves as the Chairman of the Compensation Committee.
Mr. Schwartz and Mr. Silverman also serve on the Compensation Committee. The
function of the Compensation Committee is to determine compensation for
Foundation's employees and to make recommendations to the Board of Directors
regarding employee benefits and related matters. The Compensation Committee met
once during the fiscal year ended June 30, 1999.


                               EXECUTIVE OFFICERS

         Mr. Lazelle is the President and Chief Executive Officer of the
Company. Dianne K. Rabe serves as Secretary and Treasurer of the Company. Mrs.
Rabe, a Certified Public Accountant, is Vice President and Chief Operating
Officer of Foundation. Mrs. Rabe came to Foundation in 1992 from another thrift
institution located in Cincinnati, Ohio.


                COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

EXECUTIVE COMPENSATION

         The following table sets forth the compensation paid by Foundation to
Laird L. Lazelle, the President and Chief Executive Officer of the Company and
Foundation, for the last three fiscal years. No executive officer of the Company
earned salary and bonus in excess of $100,000 during fiscal 1999.

                           Summary Compensation Table
                           --------------------------
<TABLE>
<CAPTION>


                              -----------------------------------------------------------------------------------
                              Annual Compensation (1)      Long-Term Compensation                      All Other
---------------------------------------------------------------------------------------------        Compensation
                                                                   Awards
                                                     ----------------------------------------
Name and Principal      Year  Salary ($)  Bonus ($)  Restricted Stock   Securities Underlying
Position                                                  Awards             Options/SARS
                                                           ($)                    (#)
----------------------------------------------------------------------------------------------------------------

<S>                   <C>     <C>       <C>          <C>                       <C>                  <C>
Laird L. Lazelle        1999   $85,000   $15,000       $56,250 (2)               11,500               $24,620(3)
  President and Chief   1998    85,000    15,000            -0-                      -0-               27,770(3)
  Executive Officer     1997    80,000    15,000            -0-                      -0-               24,998(4)
----------------------------------------------------------------------------------------------------------------

</TABLE>

(1)      Does not include amounts attributable to other miscellaneous benefits,
         the cost of which was less than 10% of Mr. Lazelle's cash compensation.

                                      -6-
<PAGE>   8

(2)      On January 25, 1999, Mr. Lazelle was awarded 4,500 common shares
         pursuant to the RRP. The award will be earned and non-forfeitable at
         the rate of one-tenth per year, with the first tenth earned on July 1,
         1999, and the remainder earned on July 1 of the next nine years,
         assuming continued employment with, or service on the Board of
         Directors of, the Company or Foundation. On January 25, 1999, the
         market price of the shares awarded to Mr. Lazelle, determined by
         reference to the National Quotation Bureau, was $12.50 per share, and
         the aggregate market value of such shares was $56,250. At June 30,
         1999, the market price of a Company share was $13.625, the National
         Quotation Bureau, and the aggregate market value of the shares awarded
         to Mr. Lazelle was $61,313. In addition, dividends and other
         distributions on such shares and earnings thereon will be distributed
         to Mr. Lazelle according to the vesting schedule.

(3)      Consists of the value of the allocation to Mr. Lazelle's account
         pursuant to the ESOP.

(4)      Consists of director's fees of $1,500 and the $23,498 value of the
         allocation to Mr. Lazelle's account pursuant to the ESOP.


DIRECTOR COMPENSATION

         Each Foundation director who is not an employee of the Company or
Foundation currently receives directors' fees of $7,500 per year. Effective
September 1996, directors who are employees of the Company or Foundation receive
no directors' fees. No fees are paid for committee meetings or to directors of
the Company.

EMPLOYMENT AGREEMENT

         Foundation has entered into an employment agreement with Mr. Lazelle
(the "Employment Agreement"), effective September 25, 1996. The Employment
Agreement provides for a term of three years and salary and performance review
by the Board of Directors not less often than annually. The Employment Agreement
provides for inclusion of Mr. Lazelle in any formally established employee
benefit, bonus, pension and profit-sharing plans for which senior management
personnel are eligible. The Employment Agreement also provides for vacation and
sick leave in accordance with Foundation's prevailing policies.

         The Employment Agreement is terminable by Foundation at any time. In
the event of termination by Foundation for "just cause," as defined in the
Employment Agreement, Mr. Lazelle will have no right to receive any compensation
or other benefits for any period after such termination. In the event of
termination by Foundation other than (i) for just cause, (ii) at the end of the
term of the Employment Agreement or (iii) in connection with a "change of
control," as defined in the Employment Agreement, the Employment Agreement
entitles Mr. Lazelle to a continuation of salary payments for the remainder of
the term of the Employment Agreement and a continuation of benefits
substantially equal to those being provided at the date of termination of
employment until the earliest to occur of the end of the term of the Employment
Agreement or the date Mr. Lazelle becomes employed full-time by another
employer.

         The Employment Agreement also contains provisions with respect to the
occurrence within six months prior to or one year following a "change of
control" of (i) the termination of employment of Mr. Lazelle for any reason
other than just cause, retirement or termination at the end of the term of the
agreement, or (ii) a constructive termination resulting from change in the
capacity or circumstances in which Mr. Lazelle is employed or a material
reduction in his responsibilities, authority, compensation or other benefits
provided under the Employment Agreement without his written consent. In the
event of any

                                      -7-

<PAGE>   9

such occurrence, Mr. Lazelle will be entitled to payment of an amount equal to
three times his then current annual salary. In addition, Mr. Lazelle would be
entitled to continued coverage under all benefit plans until the earliest of the
end of the term of the Employment Agreement or the date on which he is included
in another employer's benefit plans as a full-time employee. The maximum which
Mr. Lazelle may receive, however, is limited to an amount which will not result
in the imposition of a penalty tax pursuant to Section 280G(b)(3) of Internal
Revenue Code of 1986, as amended. A "change of control," as defined in the
Employment Agreement, generally refers to the acquisition by any person or
entity of the ownership or power to vote 25% or more of the voting stock of
Foundation or the Company, the control of the election of a majority of the
directors of Foundation or the Company or the acquisition of control, as defined
in the regulations of the Office of Thrift Supervision (the "OTS"), of
Foundation or the Company.

         The Employment Agreement was reviewed by the Board of Directors at a
meeting held on December 15, 1998, pursuant to OTS regulations. The term of the
Employment Agreement was extended to expire December 31, 2001. There was no
change to the amount of compensation or any other provision of the Employment
Agreement.

STOCK OPTION PLAN

         At the 1997 Annual Meeting of Shareholders of the Company, the
shareholders approved the Foundation Bancorp, Inc. 1997 Stock Option and
Incentive Plan (the "Stock Option Plan"). Pursuant to the Stock Option Plan,
46,288 common shares have been reserved for issuance by the Company upon the
exercise of options to be granted to certain directors, officers and employees
of Foundation and the Company from time to time under the Stock Option Plan.

         The following table sets forth information regarding all grants of
options to purchase common shares of the Company made to Mr. Lazelle during the
fiscal year ended June 30, 1999:

<TABLE>
<CAPTION>

                                         Option/SAR Grants in Last Fiscal Year
                                                    Individual Grants
                    -----------------------------------------------------------------------------------
                                            % of Total Options/
                    Number of Securities      SARs Granted to
                    Underlying Options/     Employees in Fiscal     Exercise or Base
Name                  SARs Granted (#)      Year Ended 6/30/99       Price ($/Share)    Expiration Date
----                ------------------      ------------------     -------------------  ---------------

<S>                     <C>                       <C>                  <C>            <C>
Laird L. Lazelle          11,500                    35.5%                $12.50         January 25, 2008

</TABLE>

                                      -8-
<PAGE>   10


         The following table sets forth information regarding the number and
value of unexercised options held by Mr. Lazelle at June 30, 1999:

<TABLE>
<CAPTION>

                           Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End Values
                    --------------------------------------------------------------------------------------------
                                                Number of Securities Underlying         Value of Unexercised
                       Shares                     Unexercised Options/SARs at       In-the-Money Options/SARs at
                     Acquired on        Value              6/30/99                         6/30/99 ($)(1)
Name                Exercise (#)      Realized     Exercisable/Unexercisable          Exercisable/Unexercisable
----                ------------      --------     -------------------------          -------------------------

<S>                   <C>             <C>              <C>                                <C>
Laird L. Lazelle        -0-             N/A               8,000/3,500                       $9,000/$3,938

</TABLE>

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

(1)      For purposes of this table, the value of the option was determined by
         multiplying the number of shares subject to unexercised options by the
         difference between the $12.50 exercise price and the fair market value
         of the Company's common shares, which was $13.625 on June 30, 1999,
         based on the last trade price reported by the National Quotation
         Bureau.


RECOGNITION AND RETENTION PLAN

         At the 1997 Annual Meeting of Shareholders, the shareholders approved
the Foundation Savings Bank Recognition and Retention Plan and Trust Agreement
(the "RRP"). The RRP provides for awards of up to 18,515 common shares be made
to directors, officers and employees of Foundation. During the 1999 fiscal year,
awards were made covering all of the 18,515 shares. The awards have a ten year
vesting schedule, commencing July 1, 1999.

CERTAIN TRANSACTIONS WITH FOUNDATION

         Foundation has extended loans to certain of its and the Company's
directors and executive officers, their affiliates and members of their
families. All such loans were made in the ordinary course of business on
substantially the same terms, including interest rates and collateral
requirements, as those prevailing at the time for comparable transactions with
other persons and did not present more than the normal risk of collectibility or
other unfavorable features. As of June 30, 1999, there were no loans outstanding
to the Company's or Foundation's directors, officers or employees.


              PROPOSAL TWO - RATIFICATION OF SELECTION OF AUDITORS

         The Board of Directors has selected Clark, Schaefer as the auditors of
the Company for the current fiscal year and recommends that the shareholders
ratify the selection. Management expects that a representative of Clark,
Schaefer will be present at the Annual Meeting, will have the opportunity to
make a statement if he or she so desires and will be available to respond to
appropriate questions.


                   PROPOSALS OF SHAREHOLDERS AND OTHER MATTERS

         Any qualified shareholder of the Company who intends to submit a
proposal to the Company at the 2000 Annual Meeting of Shareholders must submit
such proposal to the Company not later than May

                                      -9-

<PAGE>   11


29, 2000, to be considered for inclusion in the Company's Proxy Statement and
form of Proxy (the "Proxy Materials") relating to that meeting. If a shareholder
intends to present a proposal at the 2000 Annual Meeting of Shareholders but has
not sought the inclusion of such proposal in the Company's Proxy Materials, and
if such proposal is not received by the Company prior to August 11, 2000, the
Company's management proxies for the 2000 Annual Meeting will be entitled to use
their discretionary voting authority should such proposal then be raised,
without any discussion of the matter in the Company's Proxy Materials.

         Management knows of no other business which may be brought before the
Annual Meeting. It is the intention of the persons named in the enclosed Proxy
to vote the Proxy in accordance with their best judgment on any other matters
which may be brought before the Annual Meeting.

         IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WHETHER OR NOT YOU
EXPECT TO ATTEND THE MEETING IN PERSON, WE URGE YOU TO FILL IN, SIGN AND RETURN
THE PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE.


                                             By Order of the Board of Directors




Cincinnati, Ohio                             Laird L. Lazelle, President
September 7, 1999


                                      -10-