Exhibit 10 (b)

                       EMPLOYMENT AGREEMENT

     THIS AGREEMENT, made and entered into as of the 8th day of
November , 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 ORSON OLIVER (the "Executive").

                       W I T N E S S E T H:

     WHEREAS, the Companies and the Executive are parties to an
Amended and Restated Agreement dated as of April 5, 1993, covering
the employment relationship of Executive with Companies, and 

     WHEREAS, the Parties desire to cancel that Agreement and
replace it in its entirety with this Employment Agreement (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 5 below or any increased salary granted to the
          Executive pursuant to Section 5.

     (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 13d-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 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 4 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
                    President and as a Director of the Companies
                    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 3 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 directors of a corporation.

     2.   Cancellation of Old Agreement.

     The Amended and Restated Agreement between the Parties entered
into as of April 5, 1993, is hereby revoked and canceled in its
entirety. 
     3.   Term of Employment. 

     The Companies hereby employ the Executive, and the Executive
hereby accepts such employment, for a five (5) year period
commencing November 8, 1995 and continuing until the termination of
his employment in accordance with the terms of this Agreement.

     4.   Position. Duties and Responsibilities.

     (a)  During the term of Employment, the Executive shall
          continue to be employed as the President of the Companies
          with duties commensurate with that position. The
          Executive shall continue to serve as a member of the
          Boards. The Executive, in carrying out his duties under
          this Agreement, shall report to the Chief Executive
          Officer.

     (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' President or any other office to which he may
          be elected or appointed.

     (c)  Anything herein to the contrary notwithstanding, nothing
          shall preclude the Executive from serving on the board of
          the Bankers Bank of Kentucky.

     (d)  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.

     5.   Base Salary.

     The Executive shall be paid an annualized base Salary, payable
in accordance with the regular payroll practices of the Companies,
of $315,000.00. 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.

     In addition, the Companies shall pay or cause to be paid to
Executive the sum of $200,000 as follows:

     (i)  $125,000 on the first working day of the year following
          completion of five (5) years of service beginning with
          the effective date of this Agreement, provided that: if
          Executive fails to complete five (5) full years of
          service as aforesaid, then he shall not receive the
          $125,000 payment, and 

     (ii) if Executive completes the five years of service as
          aforesaid, $25,000 per year for each full year of service
          thereafter for the following three years, 

except that if the Executive's employment is terminated pursuant to
Section 8(a), 8(c) or 8(d) hereof prior to the completion of five
(5) full years of service as aforesaid or prior to completion of
any of the following three years, then the Companies will pay or
cause to be paid to Executive the difference between $200,000 and
the amount previously paid hereunder upon the effective date of
such termination.



     6.   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.

     7.   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.

     8.   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 and
               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 6 above;

          (v)  Continued accrual of credited service for the
               purpose of the pension benefit provided under
               Section 6 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 6 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 as 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
16 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 6 above, determined as of
                    the date of such termination;

               (D)  Other or additional benefits 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 6 above;

               (vi) Continued accrual of credited service for the
                    purpose of the pension benefit provided under
                    Section 6 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 (vii) of this
                         Section 8(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 (vii) of this Section 8(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 8(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 8(b)(ii) for a
               Termination for Cause.  A voluntary termination
               under this Section 8(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 8(e) above and the aggregate of all
               payments or benefits made or provided to the
               Executive under Section 8(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, 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
               8(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 8, 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 8.

          (h)  Nature of Payments. Any amounts due under this
               Section 8 are in the nature of severance payments
               considered to be reasonable by the Companies and
               are not in the nature of a penalty.

     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 fines, 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 10(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:                         Bertram W. Klein


     If to the Executive:                    ORSON OLIVER
                                   #12 Nuirfield Place
                                   Louisville. KY 40222



     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                   
                               Bertram W. Klein
                                Title:    Chairman of the Board  



                                MID-AMERICA BANK OF LOUISVILLE & 
                                TRUST COMPANY                    


                        By: /s/Bertram W. Klein                   
                               Bertram W. Klein
                            Title: Chairman of the Board         



                             /s/ Orson Oliver                    
                                  Orson Oliver                   
<PAGE>
                                                  Exhibit 10 (d)

                       EMPLOYMENT AGREEMENT

     THIS AGREEMENT, made and entered into as of the 8th day of
November , 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 DAVID KLEIN (the "Executive").

                       W I T N E S S E T H:

     WHEREAS, the Companies and the Executive are parties to an
Amended and Restated Agreement dated as of April 5, 1993, covering
the employment relationship of Executive with Companies, and 

     WHEREAS, the Parties desire to cancel that Agreement and
replace it in its entirety with this Employment Agreement (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 5 below or any increased salary granted to the
          Executive pursuant to Section 5.

     (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 13d-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 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 4 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 Executive
                    Vice President 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 3 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 directors of a corporation.

     2.   Cancellation of Old Agreement.

     The Amended and Restated Agreement between the Parties entered
into as of April 5, 1993, is hereby revoked and canceled in its
entirety. 
     3.   Term of Employment. 

     The Companies hereby employ the Executive, and the Executive
hereby accepts such employment, for a five (5) year period
commencing November 8, 1995 and continuing until the termination of
his employment in accordance with the terms of this Agreement.

     4.   Position. Duties and Responsibilities.

     (a)  During the term of Employment, the Executive shall
          continue to be employed as Executive Vice President of
          the Companies with duties commensurate with that
          position. The Executive, in carrying out his duties under
          this Agreement, shall report to the Chief Executive
          Officer.

     (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' Executive Vice President 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.

     5.   Base Salary.

     The Executive shall be paid an annualized base Salary, payable
in accordance with the regular payroll practices of the Companies,
of $132,000.00. 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.

     6.   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.

     7.   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.

     8.   Termination of Employment.

     (a)  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 6 above, determined as of
                    the date of such termination;

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

     (b)  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 6 above;

               (vi) Continued accrual of credited service for the
                    purpose of the pension benefit provided under
                    Section 6 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 (vii) of this
                         Section 8(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 (vii) of this Section 8(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.

          (c)  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 8(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.

          (d)  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 8(b)(ii) for a
               Termination for Cause.  A voluntary termination
               under this Section 8(d) shall be effective upon 30
               days prior notice to a Company and shall not be
               deemed a breach of this Agreement. 

          (e)  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 8(d) above and the aggregate of all
               payments or benefits made or provided to the
               Executive under Section 8(c) 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, 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
               8(e) 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.

          (f)  No Mitigation - No Offset. In the event of any
               termination of employment under this Section 8, 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 8.

          (h)  Nature of Payments. Any amounts due under this
               Section 8 are in the nature of severance payments
               considered to be reasonable by the Companies and
               are not in the nature of a penalty.

     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 fines, 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 9(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:          Bertram W. Klein


     If to the Executive:                    David Klein
                                   5846 Brittany Woods Circle
                                   Louisville. KY 40222


     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                   
                               Bertram W. Klein
                          Title: Chairman of the Board           




                                MID-AMERICA BANK OF LOUISVILLE & 
                                TRUST COMPANY                    


                        By: /s/Bertram W. Klein                   
                               Bertram W. Klein
                          Title: Chairman of the Board           



                                        /s/ David Klein
                                        DAVID KLEIN               
<PAGE>
                                                  Exhibit 10 (e)

                       EMPLOYMENT AGREEMENT

     THIS AGREEMENT, made and entered into as of the 8th day of
November , 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 RICHARD KLEIN (the "Executive").

                       W I T N E S S E T H:

     WHEREAS, the Companies and the Executive are parties to an
Amended and Restated Agreement dated as of April 5, 1993, covering
the employment relationship of Executive with Companies, and 

     WHEREAS, the Parties desire to cancel that Agreement and
replace it in its entirety with this Employment Agreement (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 5 below or any increased salary granted to the
          Executive pursuant to Section 5.

     (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 13d-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 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 4 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 Executive
                    Vice President 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 3 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 directors of a corporation.

     2.   Cancellation of Old Agreement.

     The Amended and Restated Agreement between the Parties entered
into as of April 5, 1993, is hereby revoked and canceled in its
entirety. 
     3.   Term of Employment. 

     The Companies hereby employ the Executive, and the Executive
hereby accepts such employment, for a five (5) year period
commencing November 8, 1995 and continuing until the termination of
his employment in accordance with the terms of this Agreement.

     4.   Position. Duties and Responsibilities.

     (a)  During the term of Employment, the Executive shall
          continue to be employed as Executive Vice President of
          the Companies with duties commensurate with that
          position. The Executive, in carrying out his duties under
          this Agreement, shall report to the Chief Executive
          Officer.

     (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' Executive Vice President 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.

     5.   Base Salary.

     The Executive shall be paid an annualized base Salary, payable
in accordance with the regular payroll practices of the Companies,
of $115,500.00. 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.

     6.   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.

     7.   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.

     8.   Termination of Employment.

     (a)  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 6 above, determined as of
                    the date of such termination;

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

     (b)  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 6 above;

               (vi) Continued accrual of credited service for the
                    purpose of the pension benefit provided under
                    Section 6 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 (vii) of this
                         Section 8(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 (vii) of this Section 8(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.

          (c)  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 8(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.

          (d)  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 8(b)(ii) for a
               Termination for Cause.  A voluntary termination
               under this Section 8(d) shall be effective upon 30
               days prior notice to a Company and shall not be
               deemed a breach of this Agreement. 

          (e)  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 8(d) above and the aggregate of all
               payments or benefits made or provided to the
               Executive under Section 8(c) 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, 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
               8(e) 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.

          (f)  No Mitigation - No Offset. In the event of any
               termination of employment under this Section 8, 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 8.

          (h)  Nature of Payments. Any amounts due under this
               Section 8 are in the nature of severance payments
               considered to be reasonable by the Companies and
               are not in the nature of a penalty.

     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 fines, 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 9(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:          Bertram W. Klein


     If to the Executive:                    Richard Klein
                                   9803 Melissa Drive
                                   Louisville. KY 40223


     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                   
                               Bertram W. Klein
                          Title: Chairman of the Board           



                                MID-AMERICA BANK OF LOUISVILLE & 
                                TRUST COMPANY                    


                        By: /s/Bertram W. Klein                   
                               Bertram W. Klein
                          Title: Chairman of the Board           


                                        /s/ Richard Klein
                                        RICHARD KLEIN             

<PAGE>
                                                  Exhibit 10 (f)

                       EMPLOYMENT AGREEMENT

     THIS AGREEMENT, made and entered into as of the 1st day of March
, 1996 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 ROBERT H. SACHS (the "Executive").

                       W I T N E S S E T H:

     WHEREAS, the Companies and the Executive are parties to an
Amended and Restated Agreement dated as of April 5, 1993, covering
the employment relationship of Executive with Companies, and 

     WHEREAS, the Parties desire to cancel that Agreement and replace
it in its entirety with this Employment Agreement (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)  Except as provided in Section 8 hereof, "Base Salary" shall
          mean the salary provided for in Section 5 below or any
          increased salary granted to the Executive pursuant to
          Section 5.

     (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 of Control" shall mean the occurrence of any one
          of the following events:

          (i)  Bertram W. Klein ceases to be Chairman of the
               Companies at any time prior to January 1, 1999;

          (ii) 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 13d-3 promulgated under that Act, of 20%
               or more of the Voting Stock of a Company;

          (iii)     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 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;

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

          (v)  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

          (vi) 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 8(d) 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 4 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 President
                    and as a Director of the Companies 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)  "Term of Employment" shall mean the period specified in
          Section 3 below.

2.   Cancellation of Old Agreement. The Agreement between the Parties
entered into as of April 5, 1993, is hereby revoked and canceled in
its entirety. 

3.   Term of Employment. The employment of the Executive will
continue through December 31, 1998, or until the earlier termination
of his employment in accordance with the terms of this Agreement.

4.   Position. Duties and Responsibilities.

     (a)  During the term of Employment, the Executive shall continue
          to be employed as Executive Vice President of the Companies
          with duties commensurate with that position. The Executive,
          in carrying out his duties under this Agreement, shall
          report to the Chief Executive Officer.

     (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' Executive Vice President
          or any other office to which he may be elected or
          appointed.

     (d)  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.

5.   Base Salary. The Executive shall be paid an annualized Base
Salary, payable in accordance with the regular payroll practices of
the Companies, of $156,000.00. 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.

     In addition, upon completion of his service through December 31,
1998, or on that date if Executive is prevented from completing such
service by virtue of Disability, death or a Termination pursuant to
subparagraphs (a) through (d) of Paragraph 8 hereof, the Companies
will pay the Executive a sum equal to Base Salary times two. This sum
is in addition to, and not in place of, any amounts due to Executive
pursuant to any other provision of this Employment Agreement.  For
purposes of this paragraph 5,  "Base Salary" shall include an annual
bonus calculated by taking the highest bonus of the three years
preceding the year of termination.

6.   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.

7.   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.



8.   Termination of Employment.

     (a)  Termination by the Company for Cause. In the event the
          Companies terminate the Executive's employment for Cause,
          he shall be entitled to:

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

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

          (iii)     Any pension benefit that may become due pursuant
                    to Section 6 above, determined as of the date of
                    such termination;

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

     (b)  Termination or Constructive Termination Without Cause. In
          the event the Executive's employment is terminated without
          Cause or there is a Construction Termination Without
          Cause, other than due to Disability or death, 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
               for the unexpired term of this Employment Agreement
               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). For purposes
               of this subsection (ii) "Base Salary" shall include
               an annual bonus calculated by taking the highest
               bonus of the three years preceding the year of
               termination;

          (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 6 above;

          (vi) Continued accrual of credited service for the purpose
               of the pension benefit provided under Section 6 above
               through December 31, 1998;

          (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 (vii) of this Section 8(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 (vii) of this Section 8(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)    Immediate vesting of the Companies' contribution
                    to his Employee Stock Option Plan

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

     (c)  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 8(b), 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. In addition, if the Executive has completed
          less than fifteen (15) years of service at the time of such
          termination, the Executive will be entitled to a
          supplemental pension benefit paid directly by the Companies
          (and not as a part of the Pension Plan of the Companies)
          equal to the benefit otherwise payable under said Pension
          Plan based upon the completion of fifteen (15) years of
          service, minus any amounts payable pursuant to the said
          Pension Plan. This supplemental pension benefit is an
          unfunded liability of the Companies, its successors and
          assigns, and not part of any established Plan of the
          Companies.

     (d)  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 8(a) for
          a Termination for Cause. 

     (e)  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 8(c) above and the
          aggregate of all payments or benefits made or provided to
          the Executive under Section 8(b) 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, 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 8(e) 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 8, 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 8.

     (h)  Nature of Payments. Any amounts due under this Section 8
          are in the nature of severance payments considered to be
          reasonable by the Companies and are not in the nature of
          a penalty.

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 fines, 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 10(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:     Bertram W. Klein

     If to the Executive:                    ROBERT H. SACHS   
                                   2344 Page Avenue   
                                   Louisville. KY 40205

17.  Additional Compensation in Event of Change of Control. Pursuant
to the Agreement between the Parties dated as of April 5, 1993,
Executive was granted certain Stock Appreciation Rights contingent
upon a Change in Control on or before December 31, 1998.
Notwithstanding anything else in this Agreement to the contrary, that
grant will continue under the same terms and conditions.  

     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                   
                               Bertram W. Klein
                          Title: Chairman of the Board           

                                                                 

                                   MID-AMERICA BANK OF LOUISVILLE & 
                                TRUST COMPANY                    


                        By: /s/Bertram W. Klein                   
                               Bertram W. Klein

                          Title: Chairman of the Board           

                                                                    
                /s/ Robert H. Sachs                              
                            ROBERT H. SACHS                       

<PAGE>

                                                  Exhibit 10 (g)

                       EMPLOYMENT AGREEMENT

     THIS AGREEMENT, made and entered into as of the 1st day of March
, 1996 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 GAIL POHN (the "Executive").

                       W I T N E S S E T H:

     WHEREAS, the Companies and the Executive are parties to an
Agreement dated as of April 5, 1993, covering the employment
relationship of Executive with Companies, and 

     WHEREAS, the Parties desire to cancel that Agreement and replace
it in its entirety with this Employment Agreement (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)  Except as provided otherwise in Section 8 hereof, "Base
          Salary" shall mean the salary provided for in Section 5
          below or any increased salary granted to the Executive
          pursuant to Section 5.

     (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 the Companies, unless the
               Executive believed in good faith that such act or
               nonact was in the best interests of such Company.
     (e)  A "Change of Control" 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 13d-3 promulgated under that Act, of 20%
               or more of the Voting Stock of the Companies;

          (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
               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)     The Companies adopt 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
               the Companies 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)  The Companies combine 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 8(e) 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;


          (ii) The failure to elect or reelect the Executive to any
               of the positions described in Section 4 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 Executive
                    Vice President and Chief Executive Officer 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 the Companies, to a location outside of the
               metropolitan area of Louisville, Kentucky; or

          (vi) The failure of the Companies 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)  "Term of Employment" shall mean the period specified in
Section 3 below.

     2.   Cancellation of Old Agreement.

     The Agreement between the Parties entered into as of May 3,
1993, is hereby revoked and canceled in its entirety. 

     3.   Term of Employment. 

     The employment of the Executive will continue to the last day of
the month in which the Executive turns 65 years of age or until the
earlier termination of his employment in accordance with the terms of
this Agreement.


     4.   Position. Duties and Responsibilities.

     (a)  During the term of Employment, the Executive shall continue
          to be employed as Executive Vice President of the Companies
          with duties commensurate with that position. The Executive,
          in carrying out his duties under this Agreement, shall
          report to the Chief Executive Officer.

     (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' Executive Vice President
          or any other office to which he may be elected or
          appointed.

     5.   Base Salary.

     The Executive shall be paid an annualized Base Salary, payable
in accordance with the regular payroll practices of the Companies, of
$156,000.00. 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.

     6.   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.

     7.   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.


     8.   Termination of Employment.

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

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

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

          (iii)     Any pension benefit that may become due pursuant
                    to Section 6 above, determined as of the date of
                    such termination;

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

     (b)  Termination Without Cause. If the Executive's employment
          is terminated without Cause other than due to Disability
          or death, or 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
               for the unexpired term of this Employment Agreement
               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). For purposes
               of this subsection (ii) "Base Salary" shall include
               an annual bonus calculated by taking the highest
               bonus of the three years preceding the year of
               termination;

          (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 6 above;

          (vi) Continued accrual of credited service for the purpose
               of the pension benefit provided under Section 6 above
               until his attainment of age 65;

          (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 (vii) of this Section 8(b), 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 (vii) of this Section 8(b), (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)    Immediate vesting of the Companies' contribution
                    to his Employee Stock Option Plan:

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

     (c)  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 8(b), 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.  In addition, if the
          Executive has completed less than fifteen (15) years of
          service at the time of such termination, the Executive will
          be entitled to a supplemental pension benefit paid directly
          by the Companies (and not as a part of the Pension Plan of
          the Companies) equal to the benefit otherwise payable under
          said Pension Plan based upon the completion of fifteen (15)
          years of service, minus any amounts payable pursuant to the
          said Pension Plan. This supplemental pension benefit is an
          unfunded liability of the Companies, the successors and
          assigns, and not part of any established Plan of the
          Companies.  In addition, if Executive continues in the
          employ of the Companies for a period of two years following
          the effective date of the Change of Control, he may then
          voluntarily terminate his employment and in such a case
          would receive, in addition to the benefits provided for
          elsewhere herein, a sum equal to three times Base Salary. 
          A voluntary termination under this Section 8(c) shall be
          effective upon 30 days prior notice to the Companies and
          shall not be deemed a breach of this Agreement. For
          purposes of this Section 8(c) "Base Salary" shall include
          an annual bonus calculated by taking the highest bonus of
          the three years preceding the year of termination;

     (d)  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 8(a) for
          a Termination for Cause.

     (e)  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 8(c) above and the
          aggregate of all payments or benefits made or provided to
          the Executive under such Section 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, 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 8(e) shall be adjusted so as to
          make such payments fully deductible by the Companies. 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)  Company Car. Upon termination pursuant to Section 8(b) or
          (c), the Executive will have the option of purchasing his
          Company car for the value of such car on the books of the
          Company at the time of termination.

     (h)  No Mitigation - No Offset. In the event of any termination
          of employment under this Section 8, 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 8.

     (i)  Nature  of Payments. Any amounts due under this Section 8
          are in the nature of severance payments considered to be
          reasonable by the Companies and are not in the nature of
          a penalty.



     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 fines, 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 the Companies
          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 the Companies (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 10(a) that indemnification of the
          Executive is proper because he has met the applicable
          standard of conduct, nor a determination by the Companies
          (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:     Bertram W. Klein

     If to the Executive:                    GAIL POHN   
                                   5401 Pueblo Road
                                   Louisville, KY 40207

     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                   
                               Bertram W. Klein
                          Title: Chairman of the Board           


                                   MID-AMERICA BANK OF LOUISVILLE & 
                                TRUST COMPANY                    

                        By: /s/Bertram W. Klein                   
                               Bertram W. Klein
                          Title: Chairman of the Board           


                                             /s/ Gail Pohn       
                                  GAIL POHN                      
<PAGE>

                                                  Exhibit 10 (h)

                       EMPLOYMENT AGREEMENT

     THIS AGREEMENT, made and entered into as of the 1st day of March
, 1996 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 STEVEN A. SMALL (the "Executive").

                       W I T N E S S E T H:

     WHEREAS, the Companies and the Executive are parties to an
Agreement dated as of May 3, 1993, covering the employment
relationship of Executive with Companies, and 

     WHEREAS, the Parties desire to cancel that Agreement and replace
it in its entirety with this Employment Agreement (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)  Except as provided otherwise in Section 8 hereof,"Base Salary"
          shall mean the salary provided for in Section 5 below or any
          increased salary granted to the Executive pursuant to Section
          5.

     (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 the Companies, unless the Executive
               believed in good faith that such act or nonact was in the
               best interests of such Company.

     (e)  A "Change of Control" 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 13d-3
               promulgated under that Act, of 20% or more of the Voting
               Stock of the Companies;

          (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 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)     The Companies adopt 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 the
               Companies 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)  The Companies combine 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 8(d) 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;

          (ii) The failure to elect or reelect the Executive to any of
               the positions described in Section 4 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 Executive Vice President and Chief
                    Executive Officer 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 the
               Companies, to a location outside of the metropolitan area
               of Louisville, Kentucky; or

          (vi) The failure of the Companies 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)  "Term of Employment" shall mean the period specified in
         Section 3 below.

     2.   Cancellation of Old Agreement.

     The Agreement between the Parties entered into as of May 3, 1993,
is hereby revoked and canceled in its entirety. 

     3.   Term of Employment. 

     The employment of the Executive will continue to the last day of
the month in which the Executive turns 55 years of age or until the
earlier termination of his employment in accordance with the terms of
this Agreement.

     4.   Position. Duties and Responsibilities.

     (a)  During the term of Employment, the Executive shall continue to
          be employed as Executive Vice President and Chief Financial
          Officer of the Companies with duties commensurate with that
          position. The Executive, in carrying out his duties under this
          Agreement, shall report to the Chairman of the Board.

     (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' Executive Vice President and Chief Financial Officer
          or any other office to which he may be elected or appointed.

     5.   Base Salary.

     The Executive shall be paid an annualized Base Salary, payable in
accordance with the regular payroll practices of the Companies, of
$159,500.00. 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.

     6.   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.

     7.   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.

     8.   Termination of Employment.

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

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

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

          (iii)     Any pension benefit that may become due pursuant to
                    Section 6 above, determined as of the date of such
                    termination;

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

     (b)  Termination Without Cause on or before December 31, 2000.
          If, on or before December 31, 2000, the Executive's
          employment is terminated without Cause other than due to
          Disability or death, or 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 for the
               unexpired term of this Employment Agreement following
               such termination, paid in installments in accordance with
               the regular pay practices of the Companies; 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). For purposes of this
               subsection (ii) "Base Salary" shall include an annual
               bonus calculated by taking the highest bonus of the three
               years preceding the year of termination;

          (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 6 above;

          (vi) Continued accrual of credited service for the purpose of
               the pension benefit provided under Section 6 above until
               his attainment of age 55;

          (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 (vii) of this
                    Section 8(b), 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 (vii) of this Section 8(b), (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)    Immediate vesting of the Companies' contribution to
                    his Employee Stock Option Plan

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

     (c)  Termination  Without Cause after December 31, 2000. If, after
          December 31, 2000, the Executive's employment is terminated
          without Cause other than due to Disability or death, or 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 for the
               unexpired term of this Employment Agreement following
               such termination, paid in installments in accordance with
               the regular pay practices of the Companies; 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). For purposes of this
               subsection (ii) "Base Salary" shall include an annual
               bonus calculated by taking the highest bonus of the three
               years preceding the year of termination;

          (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 6 above;

          (vi) 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 (vii) of this
                    Section 8(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 (vii) of this Section 8(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

          (vii)     Immediate vesting of the Companies' contribution to
                    his Employee Stock Option Plan

          (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 8(b) or 8(c) as appropriate,
          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.  In
          addition, if the Executive has completed less than fifteen (15)
          years of service at the time of such termination, the Executive
          will be entitled to a supplemental pension benefit paid
          directly by the Companies (and not as a part of the Pension
          Plan of the Companies) equal to the benefit otherwise payable
          under said Pension Plan based upon the completion of fifteen
          (15) years of service, minus any amounts payable pursuant to
          the said Pension Plan. This supplemental pension benefit is an
          unfunded liability of the Companies, the successors and
          assigns, and not part of any established Plan of the Companies. 
          In addition, if Executive continues in the employ of the
          Companies for a period of two years following the effective
          date of the Change of Control, he may then voluntarily
          terminate his employment and in such a case would receive, in
          addition to the benefits provided for elsewhere herein, a sum
          equal to three times Base Salary.  A voluntary termination
          under this Section 8(d) shall be effective upon 30 days prior
          notice to the Companies and shall not be deemed a breach of
          this Agreement. For purposes of this Section 8(d) "Base Salary"
          shall include an annual bonus calculated by taking the highest
          bonus of the three years preceding the year of termination;

     (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 8(a) for a Termination for
          Cause.

     (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 8(b) or 8(c) above and the
          aggregate of all payments or benefits made or provided to the
          Executive under such Section 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, 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 8(f) shall be adjusted
          so as to make such payments fully deductible by the Companies.
          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)  Upon termination pursuant to Section 8(b), (c) or (d), the
          Executive will have the option of purchasing his Company car
          for the value of such car on the books of the Company at the
          time of termination, adjusted for value of the Executive's cash
          contribution to the purchase of the car.

     (h)  No  Mitigation - No Offset. In the event of any termination of
          employment under this Section 8, 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 8.

     (i)  Nature of Payments. Any amounts due under this Section 8 are in
          the nature of severance payments considered to be reasonable by
          the Companies and are not in the nature of a penalty.

     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
          fines, 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
          the Companies 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 the Companies (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 10(a) that indemnification of the
          Executive is proper because he has met the applicable standard
          of conduct, nor a determination by the Companies (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:     Bertram W. Klein

     If to the Executive:                    STEVEN A. SMALL   
                                   7210 Leafland Place
                                   Prospect, KY 40059

     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                   
                               Bertram W. Klein
                          Title: Chairman of the Board           


                                   MID-AMERICA BANK OF LOUISVILLE & 
                                TRUST COMPANY                    

                        By: /s/Bertram W. Klein                   
                               Bertram W. Klein
                          Title: Chairman of the Board           


                                        /s/ Steven A. Small      

                                        STEVEN A. SMALL