Exhibit 10(q)

                    CERTIFIED COPY OF RESOLUTION
                                OF THE
 BOARD OF DIRECTORS OF MID-AMERICA BANCORP and BANK OF LOUISVILLE



The undersigned, being duly elected, qualified, and acting
Secretary of the Board of Directors of Mid-America Bancorp, hereby
certifies that the following resolution is a true, correct and
complete resolution of the Mid-America Bancorp and Bank of
Louisville Board of Directors on December 18, 2000, and that said
resolution has not been rescinded or modified and is currently in
full force and effect:

            On motion by Mr. Aberson, seconded by Mr. Ballard,
            and carried, it was:

        RESOLVED, that the decision of the Planning and
        Management Committee with respect to the future
        employment of Chairman Bertram W. Klein on the
        following terms is hereby ratified and approved:

            1. Prior to his future retirement on December 31,
            2002 Mr. Klein shall continue as an employee of
            Bank of Louisville and Chairman of the Board of
            Directors of Mid-America Bancorp and Bank of
            Louisville.
            2. Beginning January 1, 2001, Mr. Kleins annual
            compensation shall be $360,000.00 payable in the
            Bank of Louisvilles normal payroll method less
            any normal payroll tax incurred.  In addition, Mr.
            Klein shall be entitled, at his election and at
            the expense of the Bank, to participation in
            either the regular Bank health insurance or a
            Medicare plus Medicare Supplemental Health
            Insurance at Banks cost.  There will be no
            further pension service credits after December 31, 2000.
            3. After January 1, 2001 the day-to-day operation of
            the Bank shall be the responsibility of R. K.
            Guillaume, Vice Chairman and CEO.  In addition,
            Mr. Guillaume shall be responsible for organizing
            and conducting the meetings of the Board of
            Directors of Mid-America Bancorp and the Bank.
            4. After his retirement as Chairman, Mr. Klein shall
            be provided an office and secretarial assistance
            for use in his discretion, the expense of which
            shall be paid by the Bank.  Provided applicable
            law and the existing health care plans allow, Mr.
            Klein shall be entitled, at his election and at
            the expense of the Bank,  to participation in
            either the regular Bank health insurance or
            Medicare plus Medicare Supplemental Health
            Insurance; all insurance coverage will cease on
            December 31, 2005. Following his retirement as
            Chairman Mr. Klein shall be entitled to remain as
            a Director of Mid-America Bancorp and Bank of
            Louisville on the same terms and conditions as the
            other Directors; however, as long as he remains a
            Director, Mr. Klein shall be given the honorary
            title of Chairman Emeritus of the Board of
            Directors.

IN WITNESS WHEREOF, I have hereunto signed my name as Secretary
aforesaid and have caused the seal of said Corporation to be
hereunto affixed this 18th day of December, 2000.


                                           /S/  Gail Mount
( s e a l )                                Secretary to the Board