EXHIBIT 19

          Proxy Statement for Company's Annual Meeting of Stockholders

<PAGE>



                            EMCLAIRE FINANCIAL CORP.
                          EMLENTON, PENNSYLVANIA 16373

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS OF EMCLAIRE FINANCIAL CORP.:

                  Notice is hereby given that the Annual Meeting of Shareholders
of  Emclaire  Financial  Corp.  (the  "Corporation")  will be held at 7:00 p.m.,
prevailing time, on Wednesday,  May 21, 1997, at the Holiday Inn, I-80 and Route
68, Clarion, Pennsylvania 16214, for the following purposes:

                  1. To elect  four (4) Class C  directors  to serve for  3-year
terms and until their successors are duly elected and qualified;

                  2. To ratify the selection of S. R. Snodgrass, A.C., Certified
Public Accountants, of Wexford, Pennsylvania, as the independent auditors of the
Corporation for the fiscal year ending December 31, 1997; and

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

                  Only those shareholders of record at the close of business, at
5:00 p.m., on Monday,  April 7 , 1997, will be entitled to notice of and to vote
at the Annual Meeting.

                  A copy of the Corporation's  Annual Report for the fiscal year
ended December 31, 1996, is being mailed with this notice.

                  You are urged to mark,  sign,  date and  promptly  return your
proxy in the  enclosed  envelope so that your shares may be voted in  accordance
with your wishes and in order that the presence of a quorum may be assured.  The
prompt return of your signed proxy, regardless of the number of shares you hold,
will  aid  the   Corporation  in  reducing  the  expense  of  additional   proxy
solicitation.  The giving of such  proxy  does not affect  your right to vote in
person if you attend the meeting.

                                 By Order of the Board of Directors,



                                 David L. Cox, President

April 14, 1997

<PAGE>

                    PROXY STATEMENT FOR THE ANNUAL MEETING OF
                      SHAREHOLDERS TO BE HELD MAY 21, 1997

                                     GENERAL

Introduction, Date, Place and Time of Meeting

                  This Proxy Statement is being  furnished for the  solicitation
by the Board of Directors of Emclaire  Financial  Corp. (the  "Corporation"),  a
Pennsylvania business corporation,  of proxies to be voted at the Annual Meeting
of Shareholders of the Corporation  ("Annual Meeting") to be held at the Holiday
Inn, I-80 and Route 68, Clarion, Pennsylvania 16214, on Wednesday, May 21, 1997,
at 7:00 p.m.  prevailing  time, or at any  adjournment  or  postponement  of the
Annual Meeting.

                  The main office of the  Corporation  is located at The Farmers
National Bank of Emlenton (the "Bank"), 612 Main Street, Emlenton,  Pennsylvania
16373. The telephone number for the Corporation is (412) 867-2311. All inquiries
should be  directed to David L. Cox,  President.  This Proxy  Statement  and the
enclosed form of proxy (the "Proxy") are first being sent to shareholders of the
Corporation on April 14, 1997.

Solicitation

                  Shares  represented by proxies on the  accompanying  Proxy, if
properly   signed  and  returned,   will  be  voted  in   accordance   with  the
specifications made thereon by the shareholders. Any Proxy not specifying to the
contrary  will be voted for the  election of the four (4)  nominees  for Class C
Director named below and for the approval of S. R.  Snodgrass,  A.C.,  Certified
Public  Accountants  as the  independent  auditors  for the fiscal  year  ending
December 31, 1997.  Execution and return of the enclosed Proxy will not affect a
shareholder's right to attend the Annual Meeting and vote in person.

                  The cost of  preparing,  assembling,  mailing  and  soliciting
proxies will be borne by the  Corporation.  In addition to the use of the mails,
certain  directors,  officers and employees of the Corporation intend to solicit
proxies personally, by telephone and by telefacsimile. Arrangements will be made
with brokerage houses and other custodians,  nominees and fiduciaries to forward
proxy solicitation  material to the beneficial owners of stock held of record by
these persons,  and, upon request therefor,  the Corporation will reimburse them
for their reasonable forwarding expenses.

Right of Revocation

                  A  shareholder  who  returns a Proxy may revoke it at any time
before it is voted by: (1) delivering  written notice of revocation to Ronald L.
Larimore,  Secretary, Emclaire Financial Corp., 612 Main Street, Post Office Box
D, Emlenton,  Pennsylvania  16373,  telephone:  (412) 867-2311;  (2) executing a
later-dated  Proxy and giving  written  notice  thereof to the  Secretary of the
Corporation or (3) voting in person after giving written notice to the Secretary
of the Corporation.

                                       1
<PAGE>

Voting Securities and Quorum

                  At the close of business on April 7, 1997, the Corporation had
outstanding 1,030,000 shares of common stock, $1.25 par value. A majority of the
outstanding shares will constitute a quorum at the Annual Meeting.

                  Only  holders  of  common  stock  of  record  at the  close of
business  on April 7,  1997,  will be  entitled  to notice of and to vote at the
Annual Meeting. On all matters to come before the Annual Meeting,  each share of
common stock is entitled to one (1) vote.

             PRINCIPAL BENEFICIAL OWNERS OF THE CORPORATION'S STOCK

Principal Owners

                  The following  table sets forth, as of April 7, 1997, the name
and  address  of each  person who owns of record or who is known by the Board of
Directors  to be  the  beneficial  owner  of  five  percent  (5%)  or  more  the
Corporation's  outstanding Common Stock, the number of shares beneficially owned
by such person and the percentage of the Corporation's  outstanding Common Stock
so owned.

<TABLE>
<CAPTION>
                                                             Percent of Outstanding
                                Shares Beneficially               Common Stock
Name and Address                    Owned (1)                  Beneficially Owned
----------------               ------------------             ---------------------

<S>                               <C>                                 <C>
Barbara C. McElhattan             63,140(2)                           6.13%
P. O. Box 515
Emlenton, PA 16373

Bernadette H. Crooks              82,840(3)                           8.04%
RR 1, Box 368
Clarion, PA 16214

Mary E. Dascombe                  86,262(4)                           8.37%
6906 Buckhead Drive
Raleigh, NC  27609

George W. Freeman                 76,800(5)                            7.46%
P. O. Box 667
Knox, PA 16232
</TABLE>

--------------------
(1)  See footnote (1) under the following caption entitled "Beneficial Ownership
     by Officers,  Directors  and Nominees"  for the  definition of  "beneficial
     ownership."
(2)  Of the 63,140 shares beneficially owned by Mrs.  McElhattan,  31,980 shares
     are owned  individually,  26,640  shares are owned jointly with her spouse,
     and 4,520 shares are owned individually by her spouse.
(3)  Of the 82,840 shares  beneficially owned by Mrs. Crooks,  73,240 shares are
     owned individually and 9,600 shares are owned individually by her spouse.
(4)  Of the 86,262 shares beneficially owned by Mrs. Dascombe, 61,320 shares are
     owned  individually,  2,550 shares are owned  jointly with her spouse,  and
     22,392 shares are owned individually by her spouse.
(5)  Of the 76,800 shares  beneficially owned by Mr. Freeman,  74,700 shares are
     owned individually and 2,100 shares are owned individually by his spouse.

                                       2
<PAGE>


Beneficial Ownership by Officers, Directors and Nominees

                  The following table sets forth as of April 7, 1997, the amount
and percentage of the Common Stock of the Corporation beneficially owned by each
director,  each nominee and all officers and directors of the  Corporation  as a
group.

Name of Individual                Amount and Nature of                 Percent
or Identity of Group            Beneficial Ownership(1)(2)             of Class
--------------------            --------------------------             --------


Dr. Clinton R. Coulter (4) (7)           18,000                         1.75%
  George W. Freeman (4) (8)              76,800                         7.46%
Ronald L. Ashbaugh (4) (7)               10,000                          (3)
Elizabeth C. Smith (4) (9)               37,580                         3.65%
Robert L. Hunter (5) (10)                 8,550                          (3)
John B. Mason (5) (11)                    4,210                          (3)
Bernadette H. Crooks (5) (12)            82,840                         8.04%
J. Michael King (6) (7)                   5,000                          (3)
 Rodney C. Heeter (6) (13)                5,000                          (3)
David L. Cox (6) (7)                      9,600                          (3)

All Officer and Directors               264,073                        25.64%
as a Group (12 persons)

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

(1)  The  securities  "beneficially  owned" by an individual  are  determined in
     accordance with the definitions of "beneficial  ownership" set forth in the
     General Rules and Regulations of the Securities and Exchange Commission and
     may include  securities owned by or for the  individual's  spouse and minor
     children  and  any  other  relative  who  has  the  same  home,  as well as
     securities to which the individual has or shares voting or investment power
     or has the right to acquire beneficial ownership within 60 days after April
     7,  1997.  Beneficial  ownership  may be  disclaimed  as to  certain of the
     securities.
(2)  Information furnished by the Directors and the Corporation.
(3)  Less than one percent (1%).
(4)  A Class C  Director  Whose Term  Expires in 1997 and a nominee  for Class C
     Director Whose Term Expires in 2000,  with the exception of Dr. Coulter who
     has decided not to stand for reelection.
(5)  A Class B Director Whose Term Expires in 1999 .
(6)  A Class A Director Whose Term Expires in 1998.
(7)  All Shares are owned individually.
(8)  See footnote  (5) above under the caption  entitled  "Principal  Beneficial
     Owners of the Corporation's Stock."
(9)  Of the 37,580 shares  beneficially  owned by Mrs.  Smith,  31,980 are owned
     individually and 5,600 are held as custodian for her grandchildren.
(10) Of the 8,550  shares  beneficially  owned by Mr.  Hunter,  4,800 shares are
     owned individually and 3,750 shares are owned individually by his spouse.
(11) Of the 4,210 shares beneficially owned by Mr. Mason, 4,110 shares are owned
     individually and 100 shares are held as custodian for his daughter.
(12) See footnote  (3) above under the caption  entitled  "Principal  Beneficial
     Owners of the Corporation's Stock."

(13) Of the 5,000  shares  beneficially  owned by Mr.  Heeter,  2,500 shares are
     owned individually and 2,500 shares are owned individually by his spouse.

                                       3

<PAGE>

                              ELECTION OF DIRECTORS

                  The  Corporation  has a  classified  Board of  Directors  with
staggered  3-year terms of office.  In a classified  board,  the  directors  are
generally  divided  into  separate  classes  of equal  number.  The terms of the
separate  classes  expire in successive  years.  Thus, at each Annual Meeting of
Shareholders,  successors to the class of directors whose term shall then expire
shall be elected to hold office for a term of three years, so that the office of
one class shall expire each year.

                  Unless  otherwise  instructed,  the Board of  Directors of the
Corporation or its designee, the proxy holder, will have the right to cast their
votes for the nominees, unless the shareholder indicates on his or her Proxy how
he or she desires the votes to be cast. If any nominee should become unavailable
for any reason,  proxies will be voted in favor of a  substitute  nominee as the
Board of Directors of the Corporation  shall  determine.  The Board of Directors
has no reason to believe the nominees  named will be unable to serve if elected.
Any vacancy  occurring  on the Board of  Directors  of the  Corporation  for any
reason may be filled by a majority  of the  directors  then in office  until the
expiration of the term of the vacancy.  The Board of Directors  recommends  that
its nominees be elected as Directors.

                           INFORMATION AS TO NOMINEES,
                        DIRECTORS AND EXECUTIVE OFFICERS

                  The following table contains certain  information with respect
to the directors, executive officers and nominees:
<TABLE>
<CAPTION>

                      Age as of        Principal Occupation                    Director Since
Name                  12/31/96         for Past Five Years                     Bank/Corporation
----                  --------         -------------------                     ----------------

Class C Directors Whose Term Expires in 1997 and/or
Nominees for Class C Director whose Term Expires in 2000
--------------------------------------------------------

<S>                        <C>         <C>                                      <C>
Ronald L. Ashbaugh         61          President                                1971/1989
(1) (5) (8)

Clinton R. Coulter *       88          Retired Medical Doctor                   1962/1989
(1)

George W. Freeman          66          Owner of Freeman's Tree Farm             1964/1989
(4) (5) (6)

Elizabeth C. Smith         65          Retired                                  1995/1995
(3)                                    former Owner of  The Inn at Oakmont

Brian C. McCarrier         33          President Interstate Pipe and
                                       Supply Company

</TABLE>

* Dr.  Coulter has declined to stand for  reelection.  He will serve as director
emeritus subsequent to the election of directors in 1997.

                                       4
<PAGE>
<TABLE>
<CAPTION>

Class A Directors Whose Term Expires in 1998

<S>                          <C>        <C>                                               <C>
Rodney C. Heeter             59         Owner of Heeter Lumber Co.                        1988/1989
(1) (2) (3)

J. Michael King              49         Senior Partner of Lynn, King &                    1988/1989
(1) (4) (5) (6)                         Schreffler, Attorneys at Law

David L. Cox                 46         Senior Vice President                              1991/1991
(1) (5) (6) (8)

Class B Directors Whose Term Expires in 1999

Bernadette H. Crooks         74         Clothing Store Consultant for                     1985/1989
(1) (2) (3)                             Crooks Clothing

Robert L. Hunter             55         Truck Dealer, part owner of                       1974/1989
(3) (4)                                 Hunter Truck Sales and Service,
                                        Inc., Director of Idealease of
                                        North America, Inc.

John B. Mason                48         Insurance Broker for H. B.                        1985/1989
(2) (4) (5) (6)                         Beels & Son, Inc.

</TABLE>

--------------------------------
(1)  Member of the Investment and Funds Management Committee.  This Committee is
     appointed by the Chairman of the Board and determines investment policy and
     funds  management  policy.   This  committee  also  recommends   investment
     purchases for the bank portfolio.
(2)  Member of the  Building  Committee.  This  committee  is  appointed  by the
     Chairman of the Board and is responsible  for overseeing the maintenance of
     the physical properties of the Bank.
(3)  Member of the Audit Committee.  This committee is appointed by the Chairman
     of the Board and meets with the independent  auditors to review their audit
     of the financial reports of the Corporation.
(4)  Member of the Salary and Personnel  Committee.  This committee is appointed
     by the Chairman of the Board and reviews  salary and  personnel  policy and
     recommends changes to the Board.
(5)  Member of the Loan and Discount  committee.  This committee is appointed by
     the Chairman of the Board and is  responsible  to review and approve  loans
     which exceed the loan officer's lending limits.
(6)  Member of the  Branching  committee.  This  committee  is  appointed by the
     Chairman of the Board and examines and recommends  future  expansion to the
     Board of Directors.
(7)  Member of the  Executive  Committee.  This  committee  is  appointed by the
     Chairman of the Board and exercises the authority of the Board of Directors
     between  regularly  scheduled  meetings  of the Board of  Directors  unless
     prohibited from so doing by law or regulation.
(8)  Mr. Ashbaugh retired as President of the Corporation and Bank, December 31,
     1996 and Mr. Cox was appointed President of the Corporation and Bank.

                  Directors  received four hundred  dollars ($400) per month for
their services as Director of the Bank. No additional  compensation  is paid for
service as Directors of the Corporation.  During 1996, the Board of Directors of
the  Corporation  held four regular  meetings and five special  meetings and the
Board Of Directors of the Bank held twelve (12) regular meetings.  In 1996, each
Director  was paid

                                       5
<PAGE>

a  retainer  of $4,800 for  service  as a Board  Member.  In  addition,  outside
Directors received $100 for each committee meeting that they attended.  Prior to
May 1996,  outside  Directors  received $50 for each committee meeting attended.
During 1996, total fees paid to all Directors were $54,950.

                  Each of the Directors,  attended at least seventy-five percent
(75%) of the combined total number of meetings of the  Corporation's  and Bank's
Board of Directors and of the committees on which they serve.

                  The  Corporation's   full  Board  of  Directors  acts  as  the
nominating  committee.  A shareholder  who desires to propose an individual  for
consideration  by the Board of Directors as a nominee for director should submit
a proposal in writing to the Secretary of the  Corporation  in  accordance  with
Section 10.1 of the Corporation's Bylaws.

Remuneration of Officers and Directors

                  The  following  table  sets  forth all cash  compensation  for
services in all capacities  paid by the Bank during 1996 to the chief  executive
officer. No other officer's compensation exceeded $100,000. The Corporation pays
no salaries or benefits.

                           SUMMARY COMPENSATION TABLE
                           --------------------------

                                                                All Other Annual
Name and Principal Position         Year      Salary   Bonus    Compensation (1)
---------------------------         ----      ------   -----    ----------------

Ronald L. Ashbaugh                  1996      $91,418  $ 3,905      $4,800
President and Chairman of           1995      $85,813  $10,243      $4,800
the Board                           1994      $81,375  $ 9,732      $4,800


-------------------------------
(1)  Does not include the value of certain other  benefits,  which do not exceed
     10% of the total salary and bonus of the individual.

Pension Plan

                  The  Bank  maintains  a  defined  benefit  pension  plan  (the
"Plan").  The Plan is intended to provide  retirement and certain other benefits
to eligible  employees  and their  beneficiaries.  An  individual is eligible to
participate  in the  Plan  if he or she is an  employee  of  the  Bank  and  has
completed  five (5) years of  service or  reached  fifty-five  (55) years of age
unless  (1) the  employee  is  covered  under  another  plan to  which  the Bank
contributes;  or (2) the  employee  is  covered  under a  collective  bargaining
agreement with the Bank that does not provide for coverage under the Plan.

                  An employee's expected monthly pension payable is based upon a
formula.  Full vesting occurs after the completion of five (5) years of service.
In 1996, the Bank made no contribution to the Plan.

                  As of December 31, 1996, Mr. Ashbaugh had 38 years of credited
service under the Plan; Mr. Cox had 23 years of credited service under the Plan;
Mr. Larimore had 23 years of credited service under the Plan.

                                       6
<PAGE>

Certain Transactions

                  There  have  been  no  material   transactions,   proposed  or
consummated, between the Corporation and the Bank with any director or executive
officer  of the  Corporation  or the Bank,  or any  associate  of the  foregoing
persons.  The Bank, like many financial  institutions,  has followed a policy of
granting various types of loans to officers, directors, and employees. All loans
to executive  officers and directors of the  Corporation  and the Bank have been
made in the ordinary course of business and on substantially  the same terms and
conditions,  including interest rates and collateral, as those prevailing at the
time for comparable  transactions  with the Bank's other  customers,  and do not
involve  more  than  the  normal  risk  of  collectibility   nor  present  other
unfavorable features.

Principal Officers of the Corporation

                  The following table sets forth selected  information about the
principal officers of the Corporation,  each of whom is selected by the Board of
Directors  and each of whom  holds  office  at the  discretion  of the  Board of
Directors:

                                                   Bank
                                    Held         Employee     Age as of
                                    Since          Since   December 31, 1996
                                    -----          -----   -----------------

Ronald L. Ashbaugh                   1989           1959         61
President (1)

David L. Cox,                        1989           1973         46
Vice President  (1)

Ronald L. Larimore,                  1989           1973         50
Secretary

John J. Boczar, CPA                  1996           1996         38
Treasurer

---------------------
(1)  Mr. Ashbaugh retired as President of the Corporation and Bank, December 31,
     1996 and Mr. Cox was appointed President of the Corporation and Bank.

                 RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS

                  Unless  instructed to the contrary,  it is intended that votes
will be cast pursuant to the proxies for the ratification of the selection of S.
R. Snodgrass,  A.C.,  Certified  Public  Accountants,  of Wexford,  Pennsylvania
("Snodgrass"),  as the  Corporation's  independent  public  accountants  for its
fiscal year ending  December  31,  1997.  The  Corporation  has been  advised by
Snodgrass  that  none  of  its  members  has  any  financial   interest  in  the
Corporation.  Ratification  of Snodgrass will require an  affirmative  vote of a
majority  of the  shares of Common  Stock  represented  at the  Annual  Meeting.
Snodgrass served as the  Corporation's  independent  public  accountants for the
Corporation's 1996 fiscal year.

                                       7
<PAGE>

                  In addition to performing customary audit services,  Snodgrass
assisted  the  Corporation  with the  preparation  of its  federal and state tax
returns, and provided assistance in connection with regulatory matters, charging
the Corporation for such services at its customary  hourly billing rates.  These
non-audit  services were approved by the  Corporation's  and the Bank's Board of
Directors,  after due consideration of the effect of the performance  thereof on
the   independence   of  the   accountants  and  after  the  conclusion  by  the
Corporation's  and the Bank's Board of Directors that there was no effect on the
independence of the accountants.

                  In the event that the shareholders do not ratify the selection
of Snodgrass as the Corporation's  independent  public  accountants for the 1997
fiscal  year,  another  accounting  firm will be chosen to  provide  independent
public  accountant  audit  services  for the  1997  fiscal  year.  The  Board of
Directors  recommends  that the  shareholders  vote FOR the  ratification of the
selection of Snodgrass as the auditors for the  Corporation  for the year ending
December 31, 1997.

                  It is  understood  that even if the  selection of Snodgrass is
ratified, the Board of Directors, in its discretion,  may direct the appointment
of a new  independent  auditing firm at any time during the year if the Board of
Directors  determines  that such a change would be in the best  interests of the
Corporation and its shareholders.

                                  ANNUAL REPORT

                  A copy of the Corporation's  Annual Report for its fiscal year
ended December 31, 1996, is being mailed with this Proxy Statement.  Such Annual
Report is not to be treated as part of the proxy solicitation material or having
been  incorporated  herein by reference.  A  representative  of  Snodgrass,  the
accounting  firm which  examined the financial  statements in the Annual Report,
will not attend the Annual Meeting.

                              SHAREHOLDER PROPOSALS

                  Any  shareholder  who, in  accordance  with and subject to the
provisions of the proxy rules of the Securities and Exchange Commission,  wishes
to submit a proposal for inclusion in the Corporation's  proxy statement for its
1998 Annual Meeting of Shareholders must deliver such proposal in writing to the
Secretary of Emclaire Financial Corp. at the principal  executive offices of the
Corporation at 612 Main Street, Post Office Box D, Emlenton, Pennsylvania 16373,
not later than Friday, December 15, 1997.

                                  OTHER MATTERS

                  The  Board of  Directors  does not know of any  matters  to be
presented  for  consideration  other than the matter  described in the Notice of
Meeting,  but if any matters are properly presented,  it is the intention of the
persons  named in the  accompanying  Proxy to vote on such matters in accordance
with their judgment.

                             ADDITIONAL INFORMATION

                  Upon written  request,  a copy of the Annual  Report on Form
10-KSB of Emclaire  Financial  Corp. may be obtained,  without charge from John
J. Boczar,  Treasurer,  Emclaire Financial Corp., 612 Main Street,  Post Office
Box D,  Emlenton, Pennsylvania 16373.

                                       8
<PAGE>

Appendix A

                            EMCLAIRE FINANCIAL CORP.
                                      PROXY
             ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 21, 1997
           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

                  The undersigned  hereby  constitutes and appoints the Board of
Directors of Emclaire  Financial  Corp.  (the  "Corporation"),  or its designee,
proxy of the undersigned,  with full power of  substitution,  to vote all of the
shares the  Corporation  that the  undersigned  may be  entitled  to vote at the
Annual Meeting of Shareholders  of the Corporation to be held on Wednesday,  May
21, 1997, at the Holiday Inn, I-80 and Route 68, Clarion, Pennsylvania 16214, at
7:00 p.m.,  prevailing  time, and at any adjournment or postponement  thereof as
follows:

1.   ELECTION OF CLASS C DIRECTORS

                                                  FOR               AGAINST
                  Ronald L. Ashbaugh             [    ]              [    ]
                  George W. Freeman              [    ]              [    ]
                  Elizabeth C. Smith             [    ]              [    ]
                  Brian C. McCarrier             [    ]              [    ]

2.   Ratification of the selection of S. R. Snodgrass,  A.C.,  Certified  Public
     Accountants,  as auditors of the  Corporation  for the year ending December
     31, 1997.

     [   ]    FOR                                [    ]   AGAINST

3.   In its discretion, the proxy is authorized to vote upon such other business
     as may properly come before the meeting and any adjournment or postponement
     thereof.

     THIS PROXY,  WHEN  PROPERLY  SIGNED,  WILL BE VOTED IN THE MANNER  DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER.  IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR ALL NOMINEES LISTED ABOVE AND FOR PROPOSAL NO. 2.

Dated:____________, 1997         [    ] Please check here if you plan to attend
                                        the Annual Meeting
                                 Number attending _________________



--------------------------------------  ----------------------------------------
SIGNATURE OF SHAREHOLDER                SIGNATURE OF SHAREHOLDER



--------------------------------------  ----------------------------------------
PRINT NAME OF SHAREHOLDER               PRINT NAME OF SHAREHOLDER

Number of Shares Held of
Record on April 7, 1997:_______________

     THIS PROXY MUST BE DATED,  SIGNED BY THE SHAREHOLDER AND RETURNED  PROMPTLY
TO THE CORPORATION IN THE ENCLOSED ENVELOPE. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR,  TRUSTEE OR  GUARDIAN,  PLEASE GIVE FULL TITLE.  IF MORE THAN ONE
TRUSTEE, ALL SHOULD SIGN. IF STOCK IS HELD JOINTLY, EACH OWNER MUST SIGN.
                          -----------------------------------------------