OFFICER'S CERTIFICATE FOR ARTICLES OF AMENDMENT
              AND RESTATEMENT TO THE ARTICLES OF INCORPORATION
                         OF MID-AMERICA BANCORP

I hereby certify that:

       I.      I am the duly elected and acting President of 
Mid-America Bancorp (the "Corporation").

       II.     The Corporation's Articles of Restatement of the 
Articles of Incorporation of Mid-America Bancorp (the "Restated 
Articles") are attached as Annex A to this Officer's Certificate 
and contain amendments to the Articles of Incorporation 
requiring shareholder approval.

       III.    As contemplated by KRS 271B.10-070(4)(b), the 
information required by KRS 271B.10-060 is as follows:

               (A)     The name of the Corporation is Mid-America 
Bancorp.

               (B)     The Restated Articles (1) delete the current 
Articles VII, VIII, and IX of the Corporation's Articles of 
Incorporation and (2) amend Articles VI, VII, and VIII of the 
Corporation's Articles of Incorporation.  The texts of Articles 
VI, VII, and VIII, as hereby amended, are included as set out in 
Articles VI, VII, and VIII in the Restated Articles.

               (C)     None of the amendments provides for an 
exchange, reclassification, or cancellation of issued shares.

               (D)     The amendments were adopted by holders of 
the Corporation's common stock, the Corporation's sole class of 
issued and outstanding shares, at the Corporation's 1989 Annual 
Meeting of Shareholders (the "1989 Annual Meeting") on April 10, 
1989.  There were 5,318,720 shares of common stock issued, 
outstanding and entitled to vote at the 1989 Annual Meeting, of 
which 4,222,224 shares were indisputably represented at the 1989 
Annual Meeting.  The Amendments were approved by a vote of 
4,114,510 shares of common stock cast in favor of, and 76,544 
shares of common stock cast against, the amendments, with 31,170 
shares abstaining.

       IN WITNESS WHEREOF, I have signed this certificate on 
April 27, 1989.

                                                /s/ Orson Oliver
                                                Orson Oliver
                                                President


                                ANNEX A


                        ARTICLES OF RESTATEMENT
                                 OF
                      ARTICLES OF INCORPORATION
                                 OF
                         MID-AMERICA BANCORP


            Pursuant to KRS 271B.10-070(4), Articles of 
Restatement of Articles of Incorporation of Mid-America Bancorp 
(the "Corporation") are hereby adopted:

            FIRST:  The name of the Corporation is Mid-America 
Bancorp.

            SECOND:  The Corporation's Restated Articles of 
Incorporation are as follows:


                             ARTICLE I

            The name of the Corporation is Mid-America Bancorp.


                            ARTICLE II

            The purpose or purposes for which the Corporation is 
organized are, subject to the restrictions imposed upon it by 
applicable Federal and State laws and regulations governing bank 
holding companies, the following:

    1.      To engage in any or all lawful business for which 
corporations may be incorporated under the Kentucky Business 
Corporation Act, and to exercise any and all powers that 
corporations may now or hereafter exercise under the Kentucky 
Business Corporation Act, whether or not specifically enumerated 
herein.

    2.      To act as a bank holding company.

    3.      To purchase, take, receive, lease or otherwise 
acquire, own, hold, improve, use or otherwise deal in and with 
real and personal property, or any interest therein, wherever 
situated.

    4.      To sell, convey, mortgage, pledge, lease, exchange, 
transfer and otherwise dispose of all or any part of its 
property and assets.

    5.      To act as agent, broker or attorney-in-fact for others 
for any purpose whatsoever.

    6.      To purchase, take, receive, subscribe for and 
otherwise acquire, own, hold, vote, use, employ, sell, mortgage, 
lend, pledge, or otherwise dispose of, use and deal in and with, 
shares and other interests in, and promissory notes, bills of 
exchange, trade acceptances and other obligations of itself or 
other corporations (whether domestic or foreign), associations, 
partnerships or individuals, and direct or indirect obligations 
of the United States or of any other government, state, 
territory, governmental district or municipality, or a 
governmental instrumentality.

    7.      To make contracts and guarantees and incur 
liabilities, borrow money at such rates of interest as the 
Corporation may determine, issue its notes, bonds and other 
obligations and secure them by mortgage or pledge of all or any 
of its property, franchises and income, and to issue its notes, 
bonds and other evidences of indebtedness convertible into 
common or preferred stock or other securities of the 
Corporation.

    8.      To apply for, obtain, register, purchase, lease or 
otherwise acquire, and to hold, use, pledge, lease, sell, assign 
or otherwise dispose of, formulas, secret processes, distinctive 
marks, improvements, processes, trade names, trademarks, 
copyrights, patents, licenses, concessions and the like, whether 
used in connection with or secured under letters or patents, or 
issued by any country or authority, or otherwise; and to issue, 
exercise, develop and grant licenses in respect thereof or 
otherwise turn them to account.

    9.      To purchase or otherwise acquire, hold, sell, pledge, 
transfer or otherwise dispose of, and to re-issue or cancel the 
shares of its own capital stock or any securities or other 
obligations of the Corporation in the manner and to the full 
extent now or hereafter permitted by the laws of the 
Commonwealth of Kentucky and applicable federal laws and 
regulations.

    10.     To pay pensions and establish pension plans, pension 
trusts, profit sharing plans, stock bonus plans, stock option 
plans, and other incentive plans for any or all of its 
directors, officers and employees. 

    11.     To make donations for the public welfare and for 
charitable, scientific or educational purposes and in aid of the 
United States government.

    12.     To lend its funds or credit from time to time to such 
extent, to such persons, firms, associations, corporations, 
governments or subdivisions thereof, and on such terms and on 
such security, if any, or without security, as the Board of 
Directors of the Corporation may determine and as may be lawful.

    13.     To conduct its business, carry on its operations, have 
offices and exercise its corporate powers in any state, 
territory, district and possession of the United States and in 
any foreign country.

    14.     To be a promoter, partner, limited partner, member, 
associate or manger of any partnership, limited partnership, 
joint venture, trust or other enterprise, and to do all things 
necessary or proper in connection therewith as a natural person 
might or could do.

    15.     To acquire, in whole or in part, the assets, property, 
rights and goodwill of any corporation, association, partnership 
or individual and to assume and agree to pay the whole or any 
part of the liabilities and obligations of the transferor.

    16.     To such extent as a corporation organized under the 
Kentucky Business Corporation Act may now or hereafter lawfully 
do, as principal or agent, along or in connection with other 
corporations, firms or individuals, to do all and everything 
necessary, suitable, convenient or proper for, or in connection 
with, or incident to, the accomplishment of any of the purposes, 
or the attainment of any one or more of the objects herein 
enumerated, or designed directly or indirectly to promote the 
interests of the Corporation, or to enhance the value of its 
properties; and in general to do any and all things and exercise 
any and all powers, rights and privileges which a corporation 
may now or hereafter be organized to do, or to exercise under 
the Kentucky Business Corporation Act or under any laws 
amendatory thereof, supplemental thereto, or substituted 
therefor; and to do any or all of the things hereinabove set 
forth to the same extent as natural persons might or could do.

            The foregoing clauses shall be construed as powers, as 
well as objects and purposes, and the matters expressed in each 
clause shall, unless herein otherwise expressly provided, be in 
no wise limited by reference to or inference from the terms of 
any other clause, but shall be regarded as independent purposes 
and powers, and the enumeration of specific purposes and powers 
shall not be construed to limit or restrict in any manner the 
general powers of the Corporation nor the meaning of the general 
powers of the Corporation nor the meaning of the general terms 
used in describing any such purposes and powers; nor shall the 
expression of one thing be deemed to exclude another not 
expressed, although it be of like nature.

                               ARTICLE III

            The period of duration of the Corporation shall be 
perpetual.

                               ARTICLE IV

            The total number of shares of all classes of capital 
stock which the Corporation shall have the authority to issue is 
10,750,000 shares which shall be divided into two classes as 
follows:

     10,000,000 shares of Common Stock, having no par value 
     per share and

     750,000 shares of Preferred Stock, having no par value 
     per share.

            The designations, voting powers, preferences and 
relative, participating, optional or other special rights, 
qualifications, limitations or restrictions of the above classes 
of stock shall be as follows:

            (a)     The Common Stock shall be without distinction as 
to powers, preferences and rights and such stock may be issued 
for such consideration as shall from time to time be fixed by 
the Board of Directors.

            (b)     Subject to the preferential rights of the 
Preferred Stock, the holders of the Common Stock shall be 
entitled to receive, to the extent permitted by law, such 
dividends as may be declared from time to time by the Board of 
Directors.

            (c)     Each holder of Common Stock shall have one vote 
in respect of each share of Common Stock held by such 
shareholder of record on the books of the Corporation on all 
matters voted upon by the stockholders except that at each 
election for directors, each holder of Common Stock entitled to 
vote at such election shall have the right to cast as many votes 
in the aggregate as equal the total number of shares of Common 
Stock held by such shareholder multiplied by the number of 
directors to be elected at such election; and each such 
shareholder may cast the whole number of votes for one 
candidate, or distribute such votes among two or more 
candidates.

            (d)     The Board of Directors of the Corporation is 
hereby expressly authorized to issue shares of Preferred Stock, 
from time to time, in such series, and with such designations, 
preferences and relative, participating, optional or other 
special rights, and qualifications, limitations or restrictions 
thereof, as shall be stated and expressed in the resolution or 
resolutions providing for the issue of such stock adopted by the 
Board of Directors, and as are not stated or expressed in this 
Certificate of Incorporation or any amendment thereto including 
determination of any of the following:

                    (1)     The rate of dividend;

                    (2)     Whether shares may be redeemed and, if so, 
the redemption price and the terms and 
conditions of redemption;

                    (3)     The amount payable upon shares in event of 
voluntary or involuntary liquidation;

                    (4)     Sinking fund provisions, if any, for the 
redemption or purchase of shares;

                    (5)     The terms and conditions, if any, on which 
shares may be converted;

                    (6)     Voting rights, if any;

                    (7)     The stated value of the shares of each 
series;

                    (8)     The distinctive serial designation and the 
number of shares constituting a series; and

                    (9)     Any other preferences, privileges and 
powers, and relative, participating, or 
other special rights, and qualifications, 
limitations or restrictions of such series 
permitted by the laws of the Commonwealth of 
Kentucky, as the Board of Directors may deem 
advisable and as shall not be inconsistent 
with the provisions of the Certificate of 
Incorporation.


                                ARTICLE V

            The affairs of the Corporation shall be managed and 
conducted by a Board of Directors.  The number of directors 
shall be fixed by resolutions of the stockholders at their 
annual meeting or by the By-Laws, but shall never be less than 
fifteen.

            The Board of Directors of the Corporation may, from 
time to time, distribute to its stockholders out of capital 
surplus of the Corporation a portion of its assets in cash or 
property.
            The Board of Directors of the Corporation, to the 
extent not prohibited by law, shall have the power to cause the 
Corporation to repurchase shares of its own Common Stock and 
Preferred Stock to the full extent of its unreserved and 
unrestricted capital surplus, or any other surplus, available 
therefor.


                               ARTICLE VI

            Indemnification.  Current and former directors and 
officers of the Corporation (and their heirs, executors and 
administrators) shall be indemnified to the maximum extent 
permitted or mandated by, and in accordance with, the Kentucky 
Business Corporation Act, as amended from time to time.  The 
indemnification provided by this Article shall not be exclusive 
of any other rights to which those indemnified may be entitled 
under any bylaw, agreement, vote of shareholders or 
disinterested directors or otherwise.

            The Corporation may purchase and maintain insurance on 
behalf of any person who is or was a director or officer of the 
Corporation, or who while a director or officer of the 
Corporation, is or was serving at the request of the Corporation 
as a director, officer, partner, trustee, employee, or agent of 
another foreign or domestic corporation, partnership, joint 
venture, trust, employee benefit plan, or other enterprise 
against any liability asserted against him and incurred by him 
in any such capacity or arising out of his status as such, 
whether or not the Corporation would have the power to indemnify 
him against such liability under the provisions of this Article.


                                ARTICLE VII

            Consideration of Certain Factors.  The Board of 
Directors may base its response to any offer of another party 
to:  (a)  make a tender or exchange offer for any equity 
security of the Corporation, (b) merge or consolidate the 
Corporation with another corporation, or (c)  purchase or 
otherwise acquire all or substantially all of the properties and 
assets of the Corporation (collectively, "Acquisition 
Proposals") upon an evaluation of the best interest of the 
Corporation and its shareholders.  Relevant factors to be 
considered in such evaluation include, without limitation, the 
following:

            (a)     The consideration being offered in the 
Acquisition Proposal, not only in relation to the then current 
market value of the Corporation's stock, but also in relation to 
(i) the Board of Directors' then current estimate of the current 
or future value of the Corporation in a freely negotiated 
transaction, and (ii) the Board of Directors' then current 
estimate of the future value of the Corporation as an 
independent entity;

            (b)     The social, legal and economic effects upon 
employees, customers and other constituents of the Corporation 
and its subsidiaries;

            (c)     The social, legal and economic effects on the 
communities in which the Corporation and its subsidiaries 
operate or are located; and
            (d)     The competence, experience and integrity of the 
acquiring party or parties and its or their management.


                               ARTICLE VIII

            Limitation on Director Liability.  A director of the 
Corporation shall not be personally liable to the Corporation or 
its shareholders for monetary damages for breach of duty as a 
director except for liability (i) for any transaction in which 
the director's personal financial interest is in conflict with 
the financial interests of the Corporation or its shareholders; 
(ii) for acts or omissions not in good faith or which involve 
intentional misconduct or are known to the director to be a 
violation of law; (iii) under KRS 271B.8-330; and (iv) from any 
transaction from which the director derived an improper personal 
benefit.  Any repeal or modification of this Article by the 
shareholders of the Corporation shall not adversely affect any 
limitation on the liability of a director of the Corporation 
with respect to matters arising before the time of such repeal 
or modification.

                                   *   *   *


                             ARTICLES OF AMENDMENT
                                      TO
                           ARTICLES OF INCORPORATION
                                      OF
                             MID-AMERICA BANCORP


            Pursuant to the provisions of KRS 271B.10-030 and KRS 
271B.10-060, the following Articles of Amendment to the Articles 
of Incorporation of MID-AMERICA BANCORP, a  Kentucky corporation 
(the "Corporation") are hereby adopted:

         FIRST:  The name of the Corporation is Mid-America 
     Bancorp.

         SECOND: Article V of the Corporation's Articles of 
     Incorporation is deleted in its entirety and the 
     following is inserted in lieu thereof:


                                 ARTICLE V

                     Number and Authority of Directors

             The Board of Directors shall consist of not fewer 
     than 10 nor more than 21 individuals, with the exact 
     number of individuals within such range to be 
     determined by resolution of the Board of Directors 
     from time to time.  Except as otherwise set forth in 
     the Kentucky Business Corporation Act, the Board of 
     Directors shall have the authority to exercise all the 
     corporate powers of the Corporation and shall manage 
     all of the business and affairs of the Corporation."

             THIRD:  The above designated amendment does not provide 
     for an exchange, reclassification or cancellation 
     of issued shares of stock of the Corporation.

             FOURTH: The designated amendment was adopted by the 
     Corporation's Board of Directors on February 15, 
     1993, and submitted for approval by the 
     Corporation's shareholders.  The Corporation has 
     8,205,358 outstanding shares of common stock, 
     without par value, each such share entitled to 
     vote on the amendment.  6,687,515 shares of the 
     common stock were indisputably represented at a 
     shareholders' meeting held on April 13, 1993 duly 
     called in accordance with the Kentucky Business 
     Corporation Act, with 6,608,991 votes 
     indisputably cast in favor of the designated 
     amendment, such votes being sufficient for 
     approval of the amendment.

Dated:  April 14, 1993.

                                                MID-AMERICA BANCORP


                                                By: /s/ Orson Oliver
                                                    Orson Oliver, President

This instrument was prepared by:



/s/ Carmin Grandinetti            
Carmin D. Grandinetti
GREENEBAUM DOLL & MCDONALD
3300 First National Tower
Louisville, Kentucky  40202
(502) 589-4200



                           ARTICLES OF AMENDMENT
                                 TO THE
                        ARTICLES OF INCORPORATION
                                   OF
                           MID-AMERICA BANCORP


                Pursuant to the provisions of KRS 271B.10-030 and KRS 
271B.10-060, the undersigned corporation executes these Articles 
of Amendment to its Articles of Incorporation:

        FIRST:  The name of the corporation is MID-AMERICA 
BANCORP.

        SECOND: The following amendments to the Articles of 
Incorporation of the corporation were adopted by the 
shareholders of the corporation in the manner prescribed by the 
Kentucky Business Corporation Act:

        First Amendment.  Article V of the Articles of 
Incorporation is amended to read in its entirety as follows:

                          ARTICLE V

                 Number and Authority of Directors

        The Board of Directors shall consist of not fewer 
     than 10 nor more than 21 individuals, with the exact 
     number of individuals within such range to be 
     determined by resolution of the Board of Directors 
     from time to time.  The directors shall be divided 
     into three classes as nearly equal in number as may 
     be.  At the annual meeting of share- holders in 1994, 
     one class of five directors shall be elected for a 
     one-year term, one class of six directors shall be 
     elected for a two-year term, and one class of six 
     directors shall be elected for a three-year term.  
     Commencing with the annual meeting of shareholders in 
     1995 and at each succeeding annual meeting, successors 
     to the class of directors whose terms expire at such 
     meeting shall be elected for a three-year term.  If 
     the number of directors is changed, any increase or 
     decrease in directors shall be apportioned among the 
     classes so as to maintain the number of directors 
     comprising each class as nearly equal as possible.  
     Any additional directors of a class shall hold office 
     for a term which will coincide with the remaining term 
     of the other directors of the class.  Except as 
     otherwise set forth in the Kentucky Business 
     Corporation Act, the Board of Directors shall have the 
     authority to exercise all the corporate powers of the 
     Corporation and shall manage all of the business and 
     affairs of the Corporation.


        Second Amendment.  Article IV of the Articles of 
Incorporation is amended to read in its entirety as follows:

                         ARTICLE IV

        The total number of shares of all classes of 
     capital stock which the Corporation shall have the 
     authority to issue is 12,750,000 shares which shall be 
     divided into two classes as follows:

        12,000,000 shares of Common Stock, having no par 
     value per share; and

        750,000 shares of Preferred Stock, having no par 
     value per share.

        The designations, voting powers, preferences and 
     relative, participating, optional or other special 
     rights, qualifications, limitations or restrictions of 
     the above classes of stock shall be as follows:

        (a)     The Common Stock shall be without 
     distinction as to powers, preferences and rights and 
     such stock may be issued for such consideration as 
     shall from time to time be fixed by the Board of 
     Directors.

        (b)     Subject to the preferential rights of the 
     Preferred Stock, the holders of the Common Stock shall 
     be entitled to receive, to the extent permitted by 
     law, such dividends as may be declared from time to 
     time by the Board of Directors.

        (c)     Each holder of Common Stock shall have one 
     vote in respect of each share of Common Stock held by 
     such shareholder of record on the books of the 
     Corporation on all matters voted upon by the 
     stockholders except that at each election for 
     directors, each holder of Common Stock entitled to 
     vote at such election shall have the right to cast as 
     many votes in the aggregate as equal the total number 
     of shares of Common Stock held by such shareholder 
     multiplied by the number of directors to be elected at 
     such election; and each such shareholder may cast the 
     whole number of votes for one candidate, or distribute 
     such votes among two or more candidates.

        (d)     The Board of Directors of the Corporation is 
     hereby expressly authorized to issue shares of 
     Preferred Stock, from time to time, in such series, 
     and with such designations, preferences and relative, 
     participating, optional or other special rights, and 
     qualifications, limitations or restrictions thereof, 
     as shall be stated and expressed in the resolution or 
     resolutions providing for the issue of such stock 
     adopted by the Board of Directors, and as are not 
     stated or expressed in this Certificate of 
     Incorporation or any amendment thereto including 
     determination of any of the following:

                (1)     The rate of dividend;

                (2)     Whether shares may be redeemed and, if 
     so, the redemption price and the terms and conditions 
     of redemption;

                (3)     The amount payable upon shares in event 
     of voluntary or involuntary liquidation;

                (4)     Sinking fund provisions, if any, for 
     the redemption or purchase of shares;

                (5)     The terms and conditions, if any, on 
     which shares may be converted;

                (6)     Voting rights, if any;

                (7)     The stated value of the shares of each 
     series;

                (8)     The distinctive serial designation and 
     the number of shares constituting a series; and

                (9)     Any other preferences, privileges and 
     powers, and relative, participating, or other special 
     rights, and qualifications, limitations or 
     restrictions of such series permitted by the laws of 
     the Commonwealth of Kentucky, as the Board of 
     Directors may deem advisable and as shall not be 
     inconsistent with the provisions of the Certificate of 
     Incorporation.

        THIRD:  Neither of the amendments provides for an exchange, 
reclassification or cancellation of issued shares.

        FOURTH:  The date of the adoption of each of the amendments 
was April 21, 1994.

        FIFTH:  The amendments were approved at a meeting of 
shareholders.  The designation, number of outstanding shares, 
number of votes entitled to be cast by the sole voting group 
entitled to vote separately on each of the amendments and number 
of votes indisputably represented at the meeting are as follows:

  Designation   Number of    Number of Votes    Number of Votes
               Outstanding    Entitled to be      Indisputably
                  Shares           Cast        Represented at the
                             by Sole Voting         Meeting
                                  Group

Common Stock    8,518,866       8,518,866           7,416,226


        SIXTH:  The total number of votes cast for and against each 
of the amendments to the Articles of Incorporation by the sole 
voting group entitled to vote separately thereon is as follows:

                For the amendment to Article V:

                                Votes Cast For          Votes Cast Against

                                     6,073,763                 575,060

                For the amendment to Article IV:

                                Votes Cast For          Votes Cast Against

                                     7,192,556                 140,142


Dated this 10th day of March, 1995.

                                                MID-AMERICA BANCORP


                                                By /s/ Orson Oliver
                                                   Orson Oliver, President


THIS INSTRUMENT PREPARED BY:


/s/ Cynthia W. Young          
Cynthia W. Young
WYATT, TARRANT & COMBS
Citizens Plaza
Louisville, Kentucky  40202
(502) 589-5235









                         ARTICLES OF AMENDMENT
                               TO THE
          AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                 OF
                         MID-AMERICA BANCORP

        Pursuant to KRS 271B.6-010(3) and KRS 271B.6-020(4), these 
Articles of Amendment to the Amended and Restated Articles of 
Incorporation of Mid-America Bancorp (the "Corporation") are 
being delivered to the Kentucky Secretary of State for filing. 
The information required by KRS271B.6-020(4) is as follows:

     FIRST:  The name of the Corporation is Mid-America 
Bancorp

     SECOND: These Articles of Amendment amend current ARTICLE 
IV of the Corporation's Amended and Restated Articles of 
Incorporation by establishing a new Junior Participating 
Preferred Stock.  As amended, a new subsection (e) shall be 
added to ARTICLE IV, which subsection (e) shall read in its 
entirety as follows:

     "(e)    Junior Participating Preferred Stock.

          (1)     Designation.  The designation of the series 
     of the Preferred Stock created by the Board of 
     Directors shall be "1998A Junior Participating 
     Preferred Stock (hereinafter called this "Series") and 
     the number of shares constituting this Series one 
     hundred twenty thousand (120,000).

          (2)     Dividends.

          (A)     Subject to the prior and superior rights of the 
holders of any shares of any series of Preferred Stock ranking 
prior and superior to the shares of this Series with respect to 
dividends, the holders of shares of this Series shall be 
entitled to receive, when and as declared by the Board of 
Directors out of funds legally available for the purpose, 
quarterly dividends payable in cash on March 31, June 30, 
September 30 and December 31 of each year (each such date being 
referred to herein as a "Quarterly Dividend Payment Date"), 
commencing on the first Quarterly Dividend Payment Date after 
the first issuance of a share or fraction of a share of this 
Series, in an amount per share (rounded to the nearest cent) 
equal to the greater of (A) $1.00 or (B) subject to the 
provision for adjustment hereinafter set forth, 100 times the 
aggregate per share amount of all cash dividends, and 100 times 
the aggregate per share amount (payable in kind) of all non-cash 
dividends or other distributions other than a dividend payable 
in shares of Common Stock or a subdivision of the outstanding 
shares of Common Stock (by reclassification or otherwise), 
declared on the Common Stock of the Corporation (the "Common 
Stock") since the immediately preceding Quarterly Dividend 
Payment Date, or, with respect to the first Quarterly Dividend 
Payment Date, since the first issuance of any share or fraction 
of a share of this Series. If the Corporation shall at any time 
after March 13, 1998 (the "Rights Declaration Date") (i) declare 
any dividend on Common Stock payable in shares of Common Stock, 
(ii) subdivide the outstanding Common Stock, or (iii) combine 
the outstanding Common Stock into a smaller number of shares, 
then in each such case the amount to which holders of shares of 
this Series were entitled immediately before such event under 
clause (B) of the preceding sentence shall be adjusted by 
multiplying such amount by a fraction the numerator of which is 
the number of shares of Common Stock outstanding immediately 
after such event and the denominator of which is the number of 
shares of Common Stock that were outstanding immediately before 
such event (the "Adjustment Ratio").

            (B)     The Corporation shall declare a dividend or 
distribution on this Series as provided in clause (A) of the 
preceding paragraph (1) immediately after it declares a dividend 
or distribution on the Common Stock (other than a dividend 
payable in shares of Common Stock); provided that, in the event 
no dividend or distribution shall have been declared on the 
Common Stock during the period between any Quarterly Dividend 
Payment Date and the next subsequent Quarterly Dividend Payment 
Date, a dividend of $1.00 per share on this Series shall 
nevertheless be payable on such subsequent Quarterly Dividend 
Payment Date.

            (C)     Dividends shall begin to accrue and be cumulative 
on outstanding shares of this Series from the Quarterly Dividend 
Payment Date next preceding the date of issue of such shares of 
this Series unless the date of issue of such shares is before 
the record date for the first Quarterly Dividend Payment Date, 
in which case dividends on such shares shall begin to accrue 
from the date of issue of such shares, or unless the date of 
issue is a Quarterly Dividend Payment Date or is a date after 
the record date for the determination of holders of shares of 
this Series entitled to receive a quarterly dividend and before 
such Quarterly Dividend Payment Date, in either of which events 
such dividends shall begin to accrue and be cumulative from such 
Quarterly Dividend Payment Date. Accrued but unpaid dividends 
shall not bear interest. Dividends paid on the shares of this 
Series in an amount less than the total amount of such dividends 
at the time accrued and payable on such shares shall be 
allocated pro rata on a share-by-share basis among all such 
shares at the time outstanding.  The Board of Directors may fix 
a record date for the determination of holders of shares of this 
Series entitled to receive payment of a dividend or distribution 
declared thereon, which record date shall be no more than 30 
days before the date fixed for the payment thereof.

            (D)     No full dividends shall be declared or paid or 
set apart for payment on the Preferred Stock of any series 
ranking. as to dividends. on a parity with or junior to this 
Series for any period unless full cumulative dividends have been 
or contemporaneously are declared and a sum sufficient for the 
payment thereof set apart for such payment on this Series for 
all dividend payment periods terminating on or prior to the date 
of payment of such full cumulative dividends. When dividends are 
not paid in full, as aforesaid, upon the shares of this Series 
and any other Preferred Stock ranking on a parity as to 
dividends with this Series, all dividends declared upon shares 
of this Series and any other Preferred Stock ranking on a parity 
as to dividends with this Series shall be declared pro rata so 
that the amount of dividends declared per share on this Series 
and such other Preferred Stock shall in all cases bear to each 
other the same ratio that accrued dividends per share on the 
shares of this Series and such other Preferred Stock bear to 
each other. Holders of shares of this Series shall not be 
entitled to any dividends, whether payable in cash- property or 
stock, in excess of full cumulative dividends, as herein 
provided, on this Series. No interest, or sum of money in lieu 
of interest, shall be payable in respect of any dividend payment 
or payments on this Series that may be in arrears.

            (E)      So long as any shares of this Series are 
outstanding no dividend (other than a dividend in Common Stock 
or in any other stock ranking junior to this Series as to 
dividends and upon liquidation and other than as provided in 
subsection (e)(2)(D) shall be declared or paid or set aside for 
payment or other distribution declared or made upon the Common 
Stock or upon any other stock ranking junior to or on a parity 
with this Series as to dividends or upon liquidation. nor shall 
any Common Stock or any other stock of the Corporation ranking 
junior to or on a parity with this Series as to dividends or 
upon liquidation be redeemed, purchased or otherwise acquired 
for any consideration (or any moneys be paid to or made 
available for a sinking fund for the redemption of any shares of 
any such stock) by the Corporation (except by conversion into or 
exchange for stock of the Corporation ranking junior to this 
Series as to dividends and upon liquidation) unless, in each 
case, the full cumulative dividends on all outstanding shares of 
this Series shall have been paid for all past dividend payment 
periods.

    (3)     Conversion or Exchange. The holders of shares of this 
Series shall not have any rights to convert such shares into or 
exchange such shares for shares of any other class or classes or 
of any other series of any class or classes of capital stock of 
the Corporation.

    (4)     Voting Rights.  The holders of shares of a Series 
1998A Junior Participating Preferred Stock shall have the 
following voting rights:

            (A)     Each share of Series 1998A Junior Participating 
Preferred Stock shall entitle the holder thereof to a number of 
votes equal to 100 multiplied by the Adjustment Ratio on all 
matters submitted to a vote of the stockholders of the 
Corporation.  

            (B)     Except as required by law or the Corporation's 
Articles of Incorporation, holders of Series 1998A Junior 
Participating Preferred Stock shall have no special voting 
rights and their consent shall not be required (except to the 
extent they are titled to vote with holders of Common Stock as 
set forth herein) for taking any corporate action.

    (5)      Liquidation Rights.

            (A)     Upon the dissolution, liquidation (voluntary or 
otherwise), or winding up of the Corporation, the holders of the 
shares of this Series shall be entitled to receive out of the 
assets of the Corporation, before any payment of distribution 
shall be made on the Common Stock, or on any other class of 
stock ranking junior to the Preferred Stock upon liquidation, 
the amount of $7,500.00 per share, plus a sum equal to all 
dividends (whether or not earned or declared) on such shares 
accrued and unpaid thereon to the date of final distribution 
(the "Liquidation Preference"). Following the payment of the 
full amount of the Liquidation Preference, no additional 
distributions shall be made to the holders of shares of this 
Series unless, prior thereto, the holders of shares of Common 
Stock shall have received an amount per share (the "Common 
Adjustment") equal to the quotient obtained by dividing (i) the 
Liquidation Preference by (ii) 100 (as appropriately adjusted as 
set forth in subsection (e)(5)(B) below to reflect such events 
as stock splits. stock dividends and recapitalizations with 
respect to the Common Stock) (such number in clause (ii), the 
"Adjustment Number"). Following the payment of the full amount 
of the Liquidation Preference and the Common Adjustment in 
respect of all outstanding shares of Junior Participating 
Preferred Stock and Common Stock, respectively, holders of this 
Series and holders of Common Stock shall receive their ratable 
and proportionate share of the remaining assets to be 
distributed in the ratio of the Adjustment Number to 1 with 
respect to such Preferred Stock and Common Stock, on a per share 
basis, respectively.

            (B)     If the Corporation shall at any time after the 
Rights Declaration Date (i) declare any dividend on Common Stock 
payable in shares of Common Stock, (ii) subdivide the 
outstanding Common Stock, or (iii) combine the outstanding, 
Common Stock into a smaller number of shares, then in each such 
case the Adjustment Number in effect immediately before such 
event shall be adjusted by multiplying such Adjustment Number by 
a fraction the numerator of which is the number of shares of 
Common Stock outstanding immediately after such event and the 
denominator of which is the number of shares of Common Stock 
that were outstanding immediately before such event.

            (C)     The sale, conveyance, exchange or transfer (for 
cash, shares of stock, securities or other consideration) of all 
or substantially all the property and assets of the Corporation 
shall be deemed a voluntary, dissolution, liquidation or winding 
up of the Corporation for the purposes of this subsection 
(e)(5), but the merger or consolidation of the Corporation into 
or with another corporation or the merger or consolidation of 
any other corporation into or with the Corporation, shall not be 
deemed to be a dissolution, liquidation or winding up, 
voluntarily or involuntarily, for the purposes of this 
subsection (e)(5).

            (D)     After the payment to the holders of the shares of 
this Series of the full preferential amounts provided for in 
this subsection (e)(5), the holders of this Series as such shall 
have no right or claim to any of the remaining assets of the 
Corporation.

            (E)     If the assets of the Corporation available for 
distribution to the holders of shares of this Series upon any 
dissolution, liquidation or winding up of the Corporation, 
whether voluntary or involuntary, shall be insufficient to pay 
in full all amounts to which such holders are entitled pursuant 
to subsection (e)(5)(A), no such distribution shall be made on 
account of any shares of any other class or series of Preferred 
Stock ranking on a parity with the shares of this Series upon 
such dissolution, liquidation or winding up unless proportionate 
distributive amounts shall be paid on account of the shares of 
this Series, ratably, in proportion to the full distributable 
amounts for which holders of all such parity shares are 
respectively entitled upon such dissolution, liquidation or 
winding up. If, however, there are not sufficient assets 
available to permit payment in full of the Common Adjustment, 
then such remaining assets shall be distributed ratably to the 
holders of Common Stock.

    (6)     Priority.       For purposes of this resolution, any 
stock of any class or classes of the Corporation shall be deemed 
to rank:

            (A)      prior to the shares of this Series, either as to 
dividends or upon
liquidation, if the holders of such class or classes shall be 
entitled to the receipt of dividends or of amounts distributable 
upon dissolution, liquidation or winding up of the Corporation, 
as the case may be, in preference or priority to the holders of 
shares of this Series;

            (B)     on a parity with shares of this Series. either as 
to dividends or upon liquidation, whether or not the dividend 
rates, dividend payment dates or redemption or liquidation 
prices per share or sinking fund provisions, if any, be 
different from those of this Series, if the holders of such 
stock shall be entitled to the receipt of dividends or of 
amounts distributable upon dissolution, liquidation or winding 
up of the Corporation, as the case may be, in proportion to 
their respective dividend rates or liquidation prices, Without 
preference or priority, one over the other, as between the 
holders of such stock and the holders of shares of this Series; 
and

            (C)     junior to shares of this Series, either as to 
dividends or upon liquidation, if the holders of shares of this 
Series shall be entitled to receipt of dividends or of amounts 
distributable upon dissolution, liquidation or winding up of the 
Corporation, as the case may be. in preference or priority to 
the holders of shares of such class or classes. "

     THIRD:  These Articles of Amendment were duly adopted by 
the Corporation's Board of Directors on February 23, 1998. 
Shareholder approval was not required.

                                                        / S /
                                                        Bertram W. Klein
                                                        Chairman of the Board

                                                        Date: March 2, 1998


                         ARTICLES OF AMENDMENT
                               TO THE
             AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                 OF
                          MID-AMERICA BANCORP 

        These Articles of Amendment to the Amended and Restated 
Articles of Incorporation of Mid-America Bancorp (the 
"Corporation") are being delivered to the Kentucky Secretary of 
State for filing pursuant to KRS 271B.10-060.   The information 
required by KRS 271B.10-060 is as follows:

     FIRST:   The name of the Corporation is Mid-America 
Bancorp.

     SECOND:  These Articles of Amendment amend the 
Corporation's Amended and Restated Articles of Incorporation by 
adding new ARTICLES IX, X and XI (the "Amendments"), which read 
in their entirety as
follows:

                             ARTICLE IX

                     Certain Voting Requirements
        
     (a)  In addition to any other requirements required by 
          law or these Articles of Incorporation, except as 
          specified in (b) below, a vote of the holders of 
          at least seventy-five percent (75%) of the number 
          of outstanding shares of each class of the 
          capital stock of the Corporation shall be 
          required to approve:

          (i)     The sale of all or substantially all of the 
          assets of the Corporation;

          (ii)    The sale of all or substantially all of the 
          assets of any Subsidiary;

          (iii)   The sale of all or part of the shares 
          of any Subsidiary owned by the Corporation;

          (iv)    The distribution, by way of spinoff, 
          dividend or other similar transaction of any 
          shares of any Subsidiary or any assets 
          thereof;

          (v)     Any merger or share exchange to which the 
          Corporation or any Subsidiary is a party;

          (vi)    Any split-off or split-up of the 
          Corporation; or

          (vii)A plan of dissolution of the Corporation.

     (b)  The voting requirements of this Article shall not 
          apply to a transaction specified in (a)(i) 
          through (a)(vii) where:


          (i)     Any other provision of law or these Articles 
          specifies a higher voting requirement, 
          including, without limitation, Article X 
          ["Business Combinations"] and KRS 271B.12-
          210; or 

          (ii)    The proposed action has received the 
          approval of a majority of the directors of 
          the Corporation then holding office.

     (c)  For purposes of this Article, "Subsidiary" shall 
          mean any corporation more than 50 % of whose 
          outstanding stock having voting power in the 
          election of directors is owned, directly or 
          indirectly, by the Corporation or by a Subsidiary 
          or by the Corporation and one or more 
          Subsidiaries.

                        ARTICLE X

                  Business Combinations

        The requirements of a shareholder vote and board 
     approval in Section 271B.12-210 of the Kentucky 
     Revised Statutes (the "Business Combinations Statute") 
     shall apply only to any Business Combination of the 
     Corporation with a person who becomes an Interested 
     Shareholder of the Corporation at any time after the 
     effective time of this Article X pursuant to KRS 271B. 
     1-230. For purposes of this Article X, "Business 
     Combination" and "Interested Shareholder" shall have 
     the meanings set forth in the Business Combinations 
     Statute; provided, however that a person who 
     beneficially owns 10% or more of the voting power of 
     outstanding voting stock of the Corporation at the 
     effective time of this Article X shall not become an 
     Interested Shareholder unless and until such time as 
     such person shall become the beneficial owner of 24% 
     or more of the voting power of outstanding voting 
     stock of the Corporation solely as a result of such 
     person's acquiring beneficial ownership of additional 
     shares of voting stock of the Corporation (other than 
     shares acquired as a result of the death of a parent 
     or spouse or acquired pursuant to a profit-sharing, 
     stock-based incentive compensation or other employee 
     benefit plan maintained by the Corporation, to a 
     dividend or distribution paid or made by the 
     Corporation on the outstanding voting stock in shares 
     of the same class of stock, or to a split or 
     subdivision of the outstanding voting stock).

                            ARTICLE XI

              Amendment or Repeal of Certain Articles

     (a)  Certain Definitions. For the purposes of this 
          Article:

          (i)     A "Person" shall mean any individual, firm, 
          trust, estate, corporation or business 
          organization.

          (ii)    "Interested Shareholder" shall mean any 
          Person (other than the Corporation or any 
          Subsidiary) who or which:

               (1)     becomes the beneficial owner, directly 
               or indirectly, of more than 15 % of the 
               combined voting power of the then 
               outstanding shares of Voting Stock 
               after the date this Article takes 
               effect; or

               (2)     beneficially owns, directly or 
               indirectly, more than 15 % of the 
               combined voting power of the then 
               outstanding shares of Voting Stock at 
               the date this Article takes effect, but 
               only if, and at such time as, the 
               Person becomes the beneficial owner of 
               24% or more of the outstanding shares 
               of Voting Stock solely as a result of 
               such Person's acquiring beneficial 
               ownership of additional shares of 
               Voting Stock (other than shares 
               acquired as a result of the death of a 
               parent or spouse or acquired pursuant 
               to a profit-sharing, stock-based 
               incentive compensation or other 
               employee benefit plan maintained by the 
               Corporation, to a dividend or 
               distribution paid or made by the 
               Corporation on the outstanding Voting 
               Stock in shares of the same class of 
               stock, or to a split or subdivision of 
               the outstanding Voting Stock); or 

               (3)     is an Affiliate of the Corporation, 
               became the beneficial owner (directly 
               or indirectly) of more than 15 % of the 
               combined voting power of the then 
               outstanding shares of Voting Stock 
               after the date this Article takes 
               effect, and at any time within the 
               two-year period immediately prior to 
               the date in question was the beneficial 
               owner (directly or indirectly) of 15 % 
               or more of the combined voting power of 
               the then outstanding shares of Voting 
               Stock; or

               (4)     is an assignee of or has otherwise 
               succeeded to the beneficial ownership 
               of any shares of Voting Stock that were 
               at any time within the two-year period 
               immediately prior to the date in 
               question beneficially owned by any 
               Interested Shareholder, if such 
               assignment or succession shall have 
               occurred in the course of a transaction 
               or series of  transactions not 
               involving a public offering within the 
               meaning of the Securities Act of 1933.

          (iii)   A Person shall be a "beneficial owner" 
          of any Voting Stock:

               (1)     which such Person or any of its 
               Affiliates or Associates beneficially 
               owns, directly or indirectly; or

               (2)     which such Person or any of its 
               Affiliates or Associates has (A) the 
               right to acquire (whether such right is 
               exercisable immediately or only after 
               the passage of time), pursuant to any 
               agreement, arrangement or understanding 
               or upon the exercise of conversion 
               rights, exchange rights, warrants or 
               options, or otherwise, or (B) the right 
               to vote or direct the vote pursuant to 
               any agreement, arrangement or 
               understanding; or 

               (3)     which are beneficially owned, directly 
               or indirectly, by any other Person with 
               which such Person or any of its 
               Affiliates or Associates has any 
               agreement, arrangement or understanding 
               for the purpose of acquiring, holding, 
               voting or disposing of any shares of 
               Voting Stock.

          (iv)    For the purposes of determining whether a 
          person is an Interested Shareholder pursuant 
          to (a) (ii) of this Article, the number of 
          shares of Voting Stock deemed to be 
          outstanding shall include shares deemed 
          owned through application of (a)(iii) of 
          this Article but shall not include any other 
          shares of Voting Stock that may be issuable 
          pursuant to any agreement, arrangement or 
          understanding, or upon exercise of 
          conversion rights, warrants or options, or 
          otherwise.

          (v)     "Affiliate" and "Associate" shall have the 
          respective meanings ascribed to such terms 
          in Rule l2b-2 of the General Rules and 
          Regulations under the Securities Exchange 
          Act of 1934, as in effect on January 1, 
          1998

          (vi)    "Subsidiary" shall mean any corporation more 
          than 50% of whose outstanding stock having 
          ordinary voting power in the election of 
          directors is owned, directly or indirectly, 
          by the Corporation or by a Subsidiary or by 
          the Corporation and one or more 
          Subsidiaries; provided, however, that for 
          the purposes of the definition of Interested 
          Shareholder set forth in (a)(ii) of this 
          Article, the term "Subsidiary" shall mean 
          only a corporation of which a majority of 
          each class of equity security is owned, 
          directly or indirectly, by the Corporation.

          (vii)"Disinterested Director" shall mean (1) any 
          member of the Board of Directors of the 
          Corporation who is unaffiliated with, and 
          not a nominee of, the Interested Shareholder 
          and was a member of the Board prior to the 
          time that the Interested Shareholder became 
          an Interested Shareholder, or (2) any 
          successor of a Disinterested Director who is 
          unaffiliated with, and not a nominee of, the 
          Interested Shareholder and who is 
          recommended to succeed a Disinterested 
          Director by a majority of Disinterested 
          Directors then on the Board of Directors.

          (viii)"Voting Stock" shall mean the voting power 
          of the then outstanding shares of all 
          classes and series of the Corporation 
          entitled to vote generally in the election 
          of directors.
     (b)     Notwithstanding anything in these Articles of 
     Incorporation to the contrary and in addition to 
     any affirmative vote required by law, the 
     affirmative vote of the Required Proportion (as 
     defined below) of Voting Stock shall be required 
     to alter, amend, or repeal Articles V [Number and 
     Authority of Directors], VI [Indemnification], 
     VII [Consideration of Certain Factors], VIII 
     [Limitation of Director Liability], IX [Certain 
     Voting Requirements], X [Business Combinations], 
     or XI [Amendment or Repeal of Certain Articles] 
     of these Articles of Incorporation or to adopt 
     any provision inconsistent therewith.

     (c)     For purposes of paragraph (b) of this Article, 
     the Required Proportion shall be calculated by 
     dividing (i) the sum of (1) the number of shares 
     of Voting Stock beneficially owned by any 
     Interested Shareholder, directly or indirectly, 
     plus (2) seventy percent (70%) of all the 
     remaining shares of Voting Stock not beneficially 
     owned by any Interested Shareholder, directly or 
     indirectly, by (ii) the total number of shares of 
     Voting Stock.

     (d)     A majority of the Disinterested Directors of the 
     Corporation shall have the power and duty to 
     determine, on the basis of information known to 
     them after reasonable inquiry, all facts 
     necessary to determine compliance with this 
     Article, including, without limitation, (i) 
     whether a Person is an Interested Shareholder, 
     (ii) the number of shares of Voting Stock 
     beneficially owned by any Person, (iii) whether a 
     Person is an Affiliate or Associate of another 
     Person and whether a director is unaffiliated 
     with an Interested Shareholder, and (iv) whether 
     the requirements of paragraph (b) of this Article 
     have been met with respect to any shareholder 
     vote specified therein. The good faith 
     determination of a majority of the Disinterested 
     Directors on such matters shall be conclusive and 
     binding for all purposes of this Article.

THIRD:  None of the Amendments provides for an exchange, 
reclassification, or cancellation of issued shares.

FOURTH:         The Amendments were adopted by holders of the 
Corporation's common stock, the Corporation's sole class of 
issued and outstanding shares, at the Corporation's 1998 Annual 
Meeting of Shareholders (the " 1998 Annual Meeting") on April 
16, 1998. There were 9,890,490 shares of common stock issued, 
outstanding and entitled to vote at the 1998 Annual Meeting, of 
which 8,404,825 shares were indisputably represented at the 1998 
Annual Meeting. The total number of shares of common stock cast 
for, against, abstaining from, or not voted upon the proposals 
to approve each of the Amendments at the 1998 Annual Meeting 
were as follows:

                          For       Against     Abstain     Not Voted

ARTICLE IX            6,250,769     499,935     31,865      1,622,256

ARTICLE X             6,276,701     480,379     47,236      1,600,509

ARTICLE XI            6,243,756     508,445     30,368      1,622,256


                                         - S -
                                         Bertram W. Klein
                                         Chairman of the Board

                                         Date:  January 5, 1999
                                
                                         - S -
                                         Gail Mount
                                         Secretary

                                         Date: January 5, 1999