Exhibit 10 (c)

                         EMPLOYMENT AGREEMENT

        THIS AGREEMENT, made and entered into as of the 2nd day of October
1995 by and between MID-AMERICA BANCORP, INC., a Kentucky corporation and
MID-AMERICA BANK OF LOUISVILLE & TRUST COMPANY, a Kentucky Combined Bank
and Trust Company, (together with their successors and assigns permitted
under this Agreement, the "Companies), and R.K. GUILLAUME (the
"Executive").
                             WITNESSETH:

        WHEREAS, the Companies desire to employ the Executive and to enter
into an agreement embodying the terms of such employment (this "Agreement")
and the Executive desires to enter into this Agreement and to accept such
employment, subject to the terms and provisions of this Agreement:

        NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the receipt
of which is mutually acknowledged, the Companies and the Executive
(individually a "Party" and together the "Parties") agree as follows:

        1.      Definitions.

        (a)     "Affiliate" of a person or other entity shall mean a person
                or other entity that directly or indirectly controls, is
                controlled by, or is under common control with the person or
                other entity specified.

        (b)     "Base Salary" shall mean the salary provided for in Section
                4 below or any increased salary granted to the Executive
                pursuant to Section 4.

        (c)     "Board" shall mean the Boards of Directors of the Companies.

        (d)     "Cause" shall mean:

            (i)     The Executive is convicted of a felony; or

            (ii)    The Executive is guilty of willful gross neglect or
                    willful gross misconduct
                    in carrying out his duties under this Agreement,
                    resulting, in either case, in material economic harm to
                    a Company, unless the Executive believed in good faith
                    that such act or nonact was in the best interests of
                    such Company.

        (e)     A "Change" shall mean the occurrence of any one of the
                following events:

            (i)     Any "person," as such term is used in Sections 3(a)(9)
                    and 13(d) of the Securities Exchange Act of 1923,
                    becomes a "beneficial owner," as such term is used in
                    Rule l3d-3 promulgated under that Act, of 20% or more
                    of the Voting Stock of a Company;

            (ii)    The majority of either Board consists of individuals
                    other than Incumbent Directors, which term means the
                    members of the Board on the date of this Agreement;
                    provided that any person becoming a director or
                    subsequent to such date whose election or nomination
                    for election was supported by two-thirds of the
                    directors who then comprised the Incumbent Directors
                    shall be considered to be an Incumbent Director;

            (iii)   A Company adopts any plan of liquidation providing for
                    the distribution of all or substantially all of its assets;

            (iv)    All or substantially all of the assets or business of a
                    Company is disposed of pursuant
                    to a merger, consolidation or other  transaction
                    (unless the shareholders of such Company
                    immediately prior to  such merger, consolidation or
                    other transaction beneficially own, directly  or
                    indirectly, in substantially the same proportion as
                    they owned the  Voting Stock of such Company, all
                    of the Voting Stock or other ownership  interests
                    of the entity or entities, if any, that succeed to
                    the business  of such Company); or

            (v)     A Company combines with another company and is the
                    surviving corporation but, immediately after the
                    combination, the shareholders of such Company
                    immediately prior to the combination hold, directly or
                    indirectly, 50% or less of the Voting Stock of the
                    combined company (there being excluded from the number
                    of shares held by such shareholders, but not from the
                    Voting Stock of the combined company, any shares
                    received by Affiliates of such other company
                    in exchange for stock of such other company).

        (f)     "Constructive Termination Without Cause" shall mean a
                termination of the Executive's employment at his initiative
                as provided in Section 7(c) below following the occurrence,
                without the Executive's prior written consent, of one or
                more of the following events (except in consequence of a
                prior termination):

             (i)    A reduction in the Executive's then current Base Salary
                    or the termination
                    or material reduction of any employee benefit or
                    perquisite enjoyed by him (other than as part of an
                    across-the-board reduction applicable to all executive
                    officers of the Companies);

             (ii)   The failure to elect or reelect the Executive to any of
                    the positions described in Section 3 below or removal
                    of him from any such position;

             (iii)  A material diminution in the Executive's duties or the
                    assignment to the Executive of duties which are
                    materially inconsistent with his duties or which
                    materially
                    impair the Executive's ability to function as the
                    Vice-Chairman of the Boards (or as Chairman of the
                    Boards and as the Chief Executive Officer of the
                    Companies when so elected) or any other office to which
                    he may be elected or appointed;

             (iv)   The failure to continue the Executive's participation
                    in any incentive compensation plan unless a plan
                    providing a substantially similar opportunity is
                    substituted;

             (v)    The relocation of a Companies' principal office, or the
                    Executive's own office location as assigned to him by a
                    Company, to a location outside of the metropolitan area
                    of Louisville, Kentucky; or

             (vi)   The failure of a Company to obtain the assumption in
                    writing of its obligation to perform this Agreement by
                    any successor to all or substantially all of the assets
                    of such Company within 45 days after a merger,
                    consolidation, sale or similar transaction.

        (g)     "Disability" shall mean the Executive's inability to
                substantially perform his duties and responsibilities under
                this Agreement for a period of 180 consecutive days.

        (h)     "Subsidiary" of a Company shall mean any corporation of
                which such Company owns, directly or indirectly, more than
                50 % of the Voting Stock.

        (i)     "Term of Employment" shall mean the period specified in
                Section 2 below.

        (j)     Voting Stock" shall mean capital stock of any class or
                classes having general voting
                power under ordinary circumstances, in the absence of
                contingencies, to elect the director as of a corporation.

        2.      Term of Employment.

        The Companies hereby employ the Executive, and the Executive
hereby accepts such employment, for a five (5) year period commencing
October 3, 1995 and continuing until the termination of his employment in
accordance with the terms of this Agreement.

        3.      Position, Duties and Responsibilities.

        (a)     During the term of Employment, the Executive shall be
                employed as the Vice Chairman (or as Chairman of the Boards
                and Chief Executive Officer of the Companies when so
                elected) and be responsible for the general management of
                the affairs of the Companies. It is the intention of the
                parties that the Executive shall be elected to and serve as
                a member of the Boards.  The Executive, in carrying out his
                duties under this Agreement, shall report to the Boards.

        (b)     Anything herein to the contrary notwithstanding, nothing
                shall preclude the Executive from (i) serving on the boards
                of directors of a reasonable number of other corporations
                (except Executive will not serve on the board of any other
                financial institution) or the boards of a reasonable number
                of trade associations and/or charitable organizations, (ii)
                engaging in charitable activities and community affairs, and
                (iii) managing his personal investments and affairs,
                provided that such activities do not materially interfere with
                the proper performance of his duties and responsibilities as
                the Companies' Vice Chairman (or as Chairman of the Boards
                and Chief Executive Officer when so elected) or any other
                office to which he may be elected or appointed.

        (c)     Executive agrees that he will, consistent with Bank policy,
                refrain during the term of his employment and while
                receiving benefits hereunder from investing in any company
                that is a customer of the Companies.

        4.      Base Salary.

        The Executive shall be paid an annualized base Salary, payable in
accordance with the regular payroll practices of the Companies, of
$365,000.00. The Base Salary shall be reviewed no less frequently than
annually for increase at the sole discretion of the Board and its
Nominating and Executive Compensation
Committee.

        5.      Employee Benefit Programs.

        During the Term of Employment, the Executive shall be entitled to
participate in all employee incentive, pension and welfare benefit plans
and programs made available to the Companies' senior level executives or to
its employees generally, as such plans or programs may be in effect from
time to time, including without limitation, annual stock option grant,
ESOP, bonus, pension, profit sharing, savings and other retirement plans or
programs, medical, dental, hospitalization, short-term and long-term
disability and life insurance plans, accidental death and dismemberment
protection, travel accident insurance, and any other pension or retirement
plans or programs and any other employee incentive compensation plan,
employee welfare benefit plans or programs that may be sponsored by the
Companies from time to time, including any plans that supplement the above
listed types of plans or programs, whether funded or unfunded.

        6.      Reimbursement of Business and Other Expenses.

        The Executive is authorized to incur reasonable expenses in carrying
out his duties and responsibilities
under this agreement and the Companies shall promptly reimburse him for all
business expenses incurred in
connection with carrying out the business of the Companies, subject to
documentation in accordance with
the Companies' policy.

        7.      Termination of Employment.

        (a)     Termination Due to Disability.  In the event the Executive's
                employment is terminated due to his Disability, he shall be
                entitled in each case to the greater of the benefits under
                the then current Companies disability benefits plan or the
                following:

            (i)     An amount equal to the sum of 50% of Base Salary, at
                    the annual rate in effect at termination of his
                    employment, for a period ending with the end of the
                    month in which he becomes 65, less the amount of any
                    disability benefits provided to the Executive by the
                    Companies under any disability plan or social security
                    disability benefits;

            (ii)    The balance of any incentive awards earned (but not yet
                    paid);

            (iii)   The continued right to exercise any stock option for the
                    remainder of its term, such option to continue to
                    become exercisable in accordance with the schedule set
                    forth in the option;

            (iv)    Any pension benefit that may become due pursuant to
                    Section 5 above;

            (v)     Continued accrual of credited service for the purpose
                    of the pension benefit provided under Section 5 above
                    during the period of the Executive's Disability or, if
                    sooner, until the earlier of the Executive's election
                    to commence receiving his pension under Section 5 above
                    or his attainment of age 65;

            (vi)    Continued participation in medical, dental,
                    hospitalization and life insurance coverage and in all
                    other employee plans and programs in which he was
                    participating on the date of termination of his
                    employment due to Disability until he attains age 65;
                    and

            (vii)   Other or additional benefits in accordance with
                    applicable plans and programs of the Companies.

        If the Executive is precluded from continuing his participation
in any employee benefit plan or program a provided in clause (vi) above, he
shall be provided the after-tax economic equivalent of the benefits
provided under the plan or program in which he is unable to participate.
The economic equivalent of any benefit
foregone shall be deemed to be the lowest cost that would be incurred by
the Executive in obtaining such benefit himself on an individual basis.

        In no event shall a termination of the Executive's employment for
Disability occur unless the Party terminating his employment gives written
notice to the other Party in accordance with Section 15 below.

        (b)     Termination by the Company for Cause.

            (i)     A termination for Cause shall not take effect unless
                    the provisions of this paragraph (i) are complied with.
                    The Executive shall be given written notice by the
                    Board of the intention to terminate him for Cause, such
                    notice (A) to state in detail the particular act or
                    acts or failure or failures to act that constitute the
                    grounds on which the proposed termination for Cause is
                    based and (B) to be given within six months of the
                    Board learning of such act or acts or failure to act.
                    The Executive shall have 10 days after the date that
                    such written notice has been given to the Executive in
                    which to request a hearing before the Board. Such
                    hearing shall be held within 15 days of such notice to
                    the Executive, provided he requests such hearing.

            (ii)    In the event the Companies terminate the Executive's
                    employment for Cause, he shall be entitled to:

                    (A)     The Base Salary through the date of the
                            termination of his employment for
                            Cause;

                    (B)     Any incentive awards earned (but not yet paid);

                    (C)     Any pension benefit that may become due pursuant
                            to Section 5 above, determined as of the date of
                            such termination;

                    (D)     Other or additional benefit in accordance with
                            applicable plans or programs of the Companies to
                            the date of termination.

        (c)     Termination Without Cause or Constructive Termination
                Without Cause.  In the event the Executive's employment is
                terminated without Cause, other than due to Disability or
                death, or in the event there is a Constructive Termination
                Without Cause, the Executive shall be entitled to:

            (i)     The Base Salary through the date of termination of the
                    Executive's employment;

            (ii)    The Base Salary, at the annualized rate in effect on
                    the date of termination
                    of the Executive's employment (or in the event a
                    reduction in Base Salary is the basis for a
                    Constructive Termination Without Cause, then the Base
                    Salary in effect immediately prior to such reduction),
                    for a period of 36 months following such termination;
                    provided that at the Executive's option the Companies
                    shall pay him the present value of such salary
                    continuation payments in a lump sum (using as the
                    discount rate the Applicable Federal Rate for short
                    term Treasury obligations as published by the Internal
                    Revenue Service for the month in which such termination
                    occurs);

             (iii)  The balance of
                    any incentive awards earned (but not yet paid);

             (iv)   The right to exercise any stock option in full, whether
                    or not such right is
                    exercisable pursuant to the terms- of the grant.

             (v)    Any pension benefit that may become due pursuant to
                    Section 5 above;

             (vi)   Continued accrual of credited service for the purpose
                    of the pension benefit provided under Section 5 above
                    for the period of 36 months or his attainment of age
                    65, whichever shall first occur;

             (vii)  Continued
                    participation in all medical, dental, hospitalization
                    and life insurance coverage and in other employee
                    benefit plans or programs in which he was participating
                    on the date of the termination of his employment until
                    the earlier of:

                    (A)     The end of the period during which he is receiving
                            salary continuation payments (or in respect of
                            which a lump-sum severance payment is made);

                    (B)     The date, or dates, he receives equivalent
                            coverage and benefits under the plans and programs
                            of a subsequent employer (such coverages and
                            benefits to be determined on a
                            coverage-by-coverage, or benefit-by-benefit,
                            basis); provided that (x) if the Executive is
                            precluded from continuing his participation in any
                            employee benefit plan or program as provided in
                            this clause (ix) of this Section 7(c), he shall be
                            provided with the after-tax economic equivalent of
                            the benefit provided under the plan or program in
                            which he is unable to participate for the period
                            specified in this -clause (ix) of this Section
                            7(c), (y) the economic equivalent of any benefit
                            foregone shall be deemed to be the lowest cost
                            that would be incurred by the Executive in
                            obtaining such  benefit himself on an individual
                            basis, and (z) payment of such after-tax economic
                            equivalent shall be made quarterly in advance; and

             (viii) Other or
                    additional benefits in accordance with applicable plans
                    and programs of the Companies to the date of
                    termination.

        (d)     Termination of Employment Following a Change in Control.  If
                following a change in control, the Executive's employment is
                terminated without Cause or there is a Constructive
                Termination Without Cause, the Executive shall be entitled
                to the payments and benefits provided in Section 7(c),
                provided that the salary continuation payments shall be paid
                in a lump sum without any discount. Also, immediately
                following a Change in Control, all amounts, entitlements or
                benefits in which he is not yet vested shall become fully
                vested except to the extent such vesting would be
                inconsistent with the terms of the relevant plan.

        (e)     Voluntary Termination. In the event of a termination of
                employment by the Executive on his own initiative other than
                a termination due to death or Disability or a Constructive
                Termination without Cause, the Executive shall have the same
                entitlements as provided in Section 7(b)(ii) for a
                Termination for Cause. A voluntary termination under this
                Section 7(e) shall be effective upon 30 days prior notice to
                a Company and shall not be deemed a breach of this
                Agreement.

        (f)     Limitation Following a Change in Control. In the event that
                the termination of the Executive's employment is for one of
                the reasons set forth in Section 7(e) above and the
                aggregate of all payments or benefits made or provided to
                the Executive under Section 7(d) above and under all other
                plans and programs of the Companies (the "Aggregate
                Payment") is determined to constitute a Parachute Payment,
                as such term is defined in Section 280G(b)(2) of the
                Internal Revenue Code of 1986, as amended (the "Code"),
                notwithstanding any other provision of this Agreement to the
                contrary the aggregate amount of payments or benefits paid
                by the Companies to the Executive pursuant to this
                Agreement, the amount to be paid to the Executive and the
                time of payment pursuant to this Section 7(f) shall be
                adjusted so as to make such payments fully deductible by a
                Company. If the parties are unable to agree upon an Auditor
                to calculate such an adjustment, then the Executive and
                Companies shall each select one accounting firm and those
                two firms shall jointly select the accounting firm to serve
                as the Auditor.

        (g)     No Mitigation; No Offset. In the event of any termination of
                employment under this Section 7, the Executive shall be
                under no obligation to seek other employment and there shall
                be no offset against amounts due the Executive under this
                Agreement on account of any remuneration attributable to any
                subsequent employment that he may obtain except as
                specifically provided in this Section 7.

        (h)     Nature of Payments. Any amounts due under this Section 7 are
                in the nature of severance payments considered to be
                reasonable by the Companies and are not in the nature of a
                penalty.

        8.      Non-Competition.

        The Executive agrees that he will not from the date hereof and
continuing while he is receiving
any salary or other benefits from the Companies pursuant to the terms
hereof, directly or indirectly, own, manage, operate, control or
participate in the ownership, management, operation or control of any
business in the Louisville metropolitan area which is in competition with
any business being conducted by the Companies.

        Executive acknowledges that his breach of the non-competition
agreement contained in this paragraph 8 will result in irreparable injury
to the Companies and their affiliates, and that the Companies and their
affiliates' remedy at law for such a breach will be inadequate.
Accordingly, the Executive agrees and consents that the Companies or any of
their affiliates, in addition to all other remedies available to them at
law and in equity, shall be entitled to seek both preliminary and permanent
injunctions to prevent and/or halt a breach or threatened breach by the
Executive of the covenant contained in this paragraph 8. If any provision
of this paragraph 8 is determined by a court of competent jurisdiction to
be invalid in whole or in part, it shall be
deemed to have been amended, whether as to time, area covered, or
otherwise, as and to the extent required
for its validity under applicable law and as so amended shall be
enforceable.

        9.      Indemnification.

        (a)     The Companies agree that if the Executive is made a party,
                or is threatened to be made a party, to any action, suit or
                proceeding, whether civil, criminal, administrative or
                investigative (a "Proceeding"), by reason of the fact that
                he is or was a director, officer or employee of the
                Companies or is or was serving at the request of the
                Companies as a director, officer, member, employee or agent
                of another corporation, partnership, joint venture, trust or
                other enterprise, including service with respect to employee
                benefit plans, whether or not the basis of such Proceeding
                is the Executive's alleged action in an official capacity
                while serving as a director, officer, member, employee or
                agent, the Executive shall be indemnified and held harmless
                by the Companies to the fullest extent permitted or
                authorized by the Companies' certificates of incorporation
                or bylaws or, if greater, by the laws of the State of
                Kentucky, against all cost, expense, liability and loss
                (including, without limitation, reasonable attorney's fees,
                judgments, fines, ERISA, excise taxes or penalties and
                amounts paid or to be paid in settlement) reasonably
                incurred or suffered by the Executive in connection
                therewith, and such indemnification shall continue as to the
                Executive even if he has ceased to be a director, member,
                employee or agent of the Companies or other entity and shall
                inure to the benefit of the Executive's heirs, executors and
                administrators. The Companies shall advance to the Executive
                all reasonable costs and expenses incurred by him in
                connection with a Proceeding within 20 days after receipt by
                a Company of a written request for such advance. Such
                request shall include an undertaking by the Executive to
                repay the amount of such advance if it shall ultimately be
                determined that he is not entitled to be indemnified against
                such costs and expenses.

        (b)     Neither the failure of a Company (including its board of
                directors, independent legal counsel or stockholders) to
                have made a determination prior to the commencement of any
                proceeding concerning payment of amounts claimed by the
                Executive under Section 8(a) that indemnification of the
                Executive is proper because he has met the applicable
                standard of conduct, nor a determination by a Company
                (including its board of directors, independent legal counsel
                or stockholders) that the Executive has not met such
                applicable
                standard of conduct, shall create a presumption that the
                Executive has not met the applicable standard of conduct.

        (c)     The Companies agree to continue and maintain a directors'
                and officers' liability insurance policy covering the
                Executive to the extent either Company provides such
                coverage for its other executive officers.

        10.     Representation.

        The Companies represent and warrant that they are fully
authorized and empowered to enter into this Agreement and that the
performance of their obligations under this Agreement will not violate any
agreement between it and any other person, form or organization.

        11.     Entire Agreement.

        This Agreement contains the entire understanding and agreement
between the Parties concerning the subject matter hereof and supersedes all
prior agreements, understandings, discussions, negotiations and
undertakings, whether written or oral, between the Parties with respect
thereto.

        12.     Amendment or Waiver.

        No provision in this Agreement may be amended unless such
amendment is agreed to in writing and signed by the Executive and an
authorized officer of the Companies. No waiver by either Party of any
breach by the other Party of any condition or provision contained in this
Agreement to be performed by such other Party shall be deemed a waiver of a
similar or dissimilar condition or provision at the same or any prior or
subsequent time. Any waiver must be in writing and signed by the Executive
or an authorized officer of the
Companies, as the case may be.

        13.     Severability.

        In the event that any provision or portion of this Agreement
shall be determined to be invalid or
unenforceable for any reason, in whole or in part, the remaining provisions
of this Agreement shall be unaffected thereby and shall remain in full
force and effect to the fullest extent permitted by law.

        14.     Survivorship.

        The respective rights and obligations of the Parties hereunder
shall survive any termination of the
Executive's employment to the extent necessary to the intended preservation
of such rights and obligations.

        15.     Resolution of Disputes.

        Any disputes arising under or in connection with this Agreement
shall, at the election of the Executive or the Companies, be resolved by
binding arbitration, to be held in Kentucky in accordance with the rules
and procedures of the American Arbitration Association. Judgment upon the
award rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof Costs of the arbitration or litigation, including,
without limitation, attorneys' fees of both Parties, shall be borne by the
Companies, provided that if
the arbitrator(s) determine that the claims or defenses of the Executive
were without any reasonable basis,
each Party shall bear his or its own costs.

        16.     Notices.

        Any notice given to a party shall be in writing and shall be
deemed to have been given when delivered personally or sent by certified or
registered mail, postage prepaid, return receipt requested, duly addressed
to the Party concerned at the address indicated below or to such changed
address as such Party may
subsequently give such notice of:

        If to the Companies:    Mid-America Bancorp, Inc.
                                P.O. Box 1101
                                Louisville, KY 40201-1101
                                Attention:  Mr. Bertram W. Klein

        If to the Executive:    R.K. Guillaume
                                415 Rolling Lane
                                Louisville, KY 40207

        17.     Headings.

        The headings of the sections contained in this Agreement are for
convenience only and shall not be deemed to control or affect the meaning
or construction of any provision of this Agreement.

        IN WITNESS WHEREOF, the undersigned have executed this Agreement
as of the date first written above.

                                MID-AMERICA BANCORP, INC.

                                By:  __/s/ Bertram W. Klein

                                Title:  Chairman

                                MID-AMERICA BANK OF LOUISVILLE
                                & TRUST COMPANY

                                By:   __/s/ Bertram W. Klein

                                Title:  Chairman

                                __/s/ R. K. Guillaume

                                Name:   R. K. Guillaume