FARMERS BANCORP, INC.

                                      PROXY

         SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 15, 1998
           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

     The undersigned  hereby  constitutes  and appoints Lynn E. Zeigler,  and J.
Glenn Glesner,  and each or any of them,  proxies of the undersigned,  with full
power of substitution,  to vote all of the shares of Farmers Bancorp,  Inc. (the
"Company")  that the  undersigned may be entitled to vote at the Special Meeting
of  Shareholders  of  the  Company  to  be  held  at  One  West  Spring  Avenue,
Pennsylvania on Tuesday,  December 15, 1998, commencing at 2:00 p.m., prevailing
time, and at any adjournment or postponement thereof, as follows:

1.       PROPOSAL TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF
         REORGANIZATION.

         [  ] FOR          [  ] AGAINST             [  ] ABSTAIN

         The Board of Directors recommends a vote FOR this proposal.


2.       PROPOSAL TO POSTPONE OR ADJOURNM  THE SPECIAL  MEETING TO ANOTHER  TIME
         AND/OR PLACE FOR THE PURPOSE OF SOLICITING  ADDITIONAL  PROXIES, IN THE
         EVENT THAT THERE ARE NOT  SUFFICIENT  VOTES AT THE TIME OF THE  SPECIAL
         MEETING TO APPROVE AND ADOPT THE AGREEMENT  AND PLAN OF  REORGANIZATION
         OR TO CONSTITUTE A QUORUM.

         [  ] FOR          [  ] AGAINST             [  ] ABSTAIN

         The Board of Directors recommends a vote FOR this proposal.




3.       In their discretion, the proxies are 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 PROPOSAL 1 AND FOR PROPOSAL 2.

                                                     Dated:             , 1998



                                                     Signature of Shareholder



                                                     Signature of Shareholder


Number of Shares Held of Record on ____ __, 1998:


     THIS PROXY MUST BE DATED,  SIGNED BY THE SHAREHOLDER AND RETURNED  PROMPTLY
TO THE  CORPORATION  IN THE  ENCLOSED  ENVELOPE.  WHEN  SHARES ARE HELD BY JOINT
TENANTS,  BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY,  EXECUTOR,  ADMINISTRATOR,
TRUSTEE OR GUARDIAN,  PLEASE GIVE FULL TITLE AS SUCH.  IF MORE THAN ONE TRUSTEE,
ALL SHOULD SIGN.  IF A  CORPORATION,  PLEASE SIGN IN  FULLCORPORATE  NAME BY THE
PRESIDENT OR AUTHORIZED  OFFICER.  IF A PARTNERSHIP,  PLEASE SIGN IN PARTNERSHIP
NAME BY AUTHORIZED PERSON.