Exhibit 10(l)


                         MID-AMERICA BANCORP
             1996 MANAGEMENT INCENTIVE COMPENSATION PLAN
     

                             INTRODUCTION

          This 1996 Management Incentive Compensation
          Plan (the "Plan") is designed to aid in
          increasing the profitability and growth of
          Mid-America Bancorp in a manner consistent with
          our strategic plan. It will be a useful tool in
          attracting and retaining people of outstanding
          ability and encouraging excellence in the
          performance of individual responsibilities, by
          remaining competitive and rewarding those
          members of management who contribute to the
          success of Mid-America Bancorp.



                              ARTICLE I 
                             DEFINITIONS

Section 1   As used herein, the following words and phrases
shall have the meanings below unless the context clearly indicates
otherwise:

(a)    "Award Cycle" or "Award Period" means three (3) consecutive
fiscal years for proposes of the three-year award and one (1)
fiscal year for purposes of the annual award.

(b)    "Board" means the Board of Directors of Mid-America Bancorp,
Inc.

(c)    "Earnings Per Share' means, effective for all fiscal years
considered for Award Cycles ending on or after December 31, 1995,
fully diluted Earnings Per Share based on Income Before Securities
Transactions.   Results for 1995 for all award calculations will be
restated to exclude the affect of the HFH Bankruptcy and other
unusual items, as follows: EPS - $1.44; ROA - 1.13%, and ROE -
10.29%. Results of all other prior years will be as published,
adjusted for securities transactions.

(d)    "Income Before Securities Transactions"  (IBST) shall mean net
after tax income before securities transactions and  related income
tax effect.

(e)    "Return on Average Assets" (ROAA) shall be IBST for the Award
Cycle divided by average assets for the Award Cycle.

(f)    "Return on Equity" (ROE) shall be IBST for the Award Cycle
divided by average equity for the Award Cycle.

(g)    "Salary" or "Salaries" shall mean the base salary in effect
for each participant on the last day of the Award Cycle.


                             ARTICLE II 
                      ADMINISTRATION OF THE PLAN

Section 2.1.     The Management Committee of the Board shall have
ultimate responsibility for the administration the Plan, and shall
adopt such rules and regulations of general application as are
necessary or beneficial to that administration. The Committee shall
have the right to interpret the Plan, set performance targets from
year to year, determine the Effective Date, and approve all
employees who are to participate in the Plan. The Committee may
delegate day-to-day administration of the Plan to the Human
Resource Committee of Mid-America.

Section 2.2.     Mid-America shall maintain an account for each
participant who elects to defer payment of all or part of his or
her incentive compensation. Such account shall be credited with
deferred incentive compensation and a monthly interest credit and
shall be debited for any payment to the participant or the
participant's beneficiary. The monthly interest credit shall be the
same rate as the investment portion of the Money Management
Account. The maintenance of a participant's account does not confer
on a participant, his or her beneficiary or estate title to any
specific assets of Mid-America.  All incentive compensation payable
under the Plan shall be paid from the general assets of Mid-America.
To the extent that any person acquires a right to receive
payments under the Plan, such right shall be no greater than the
right of an unsecured creditor of Mid-America.

Section 2.3.     Any determination or action of the Committee shall
be final, conclusive and binding on all participants and their
beneficiaries, heirs, personal representatives, executors and
administrators. The Committee shall have the right to correct
calculation errors resulting in an excess payment of incentive
compensation by reducing by the amount of that excess any
subsequent payments yet to be made under the Plan.

Section 2.4.     The Board, in its sole discretion, may amend, modify
or terminate the Plan at any time.


                             ARTICLE III
                      PARTICIPANT ELIGIBILITY
                                  
Section 3.1.     Participation in the Plan is limited to the
following groups:  

  Group I, consisting of Executive Vice Presidents and above;

  Group II, consisting of Senior Vice Presidents, and

  Group III, consisting of Vice Presidents,

provided, however, that a Senior Vice President or a Vice President
may not be eligible to participate in this Plan if such person
participates in other incentive compensation plans offerred by
Mid-America that the Committee has determined disqualify such person
from participation hereunder. 

Section 3.2.     

  (a)  To receive payment of an incentive award, a participant
must be an active employee of the Company on the date of such
payment.  A participant who leaves full-time employment or is
terminated prior to the date of such payment will forfeit any
incentive compensation for that period and for all subsequent
periods. 

  (b)  The Committee may, in its discretion, award full or
partial incentive compensation based on the level of achievement in
relation to goals established for the entire Award Period to a
participant who dies, retires, becomes totally disabled, or is
granted a leave of absence either during an Award Period or
thereafter, but prior to the date of payment of the award.

Section 3.3.     A person entering an eligible Group after the
beginning of an Award Period, but no later than six months from the
start of such Period, shall participate in the Plan for that
Period. If a person becomes eligible at a date later than six
months into an Award Period, such person shall not be a participant
under this Plan until the first day of the next succeeding Award
Period. Notwithstanding the foregoing, the Committee shall have the
discretion to begin the participation period at an earlier date.

Section 3.4.     Eligible employees must have a current performance
evaluation rating of 3 or higher in order to be a participant in
the Plan. Eligible employees given written reprimands cannot
participate with respect to the year in which the reprimand was
given. Eligible employees given an advisory memorandum cannot
participate in Fund B of the annual award with respect to the year
in which the memorandum was given.


                             ARTICLE IV 
                       PAYMENT TO PARTICIPANTS

Section 4.1.     Incentive compensation awarded under the Plan shall
be paid to the participants no later than three months after the
close of the Award Period.

Section 4.2.     A participant may elect to defer payment of all or
part (but not less than $1,OOO) of his or her incentive
compensation until after termination of employment with Mid-America
or another date so long as the participant elects such deferred
payment in writing, using the form attached hereto as Attachment A,
at least ten days prior to the beginning of each Award Period
during which the compensation is to be earned.

Section 4.3.     Payment of deferred incentive compensation shall be
in ten (10) equal annual installments. The first payment shall be
made within twelve (12) months following the fiscal year of
termination of employment or on such other date as the participant
may have elected. However, a participant may request, subject to
approval by the Committee, that his or her deferred payments be
made in a lump sum or in annual installments over a period of less
than ten (10) years. Such request must be made in writing as part
of the deferral election for that Award Period. Lump sum payments
shall be paid within twelve (12) months following the close of the
Award Period during which the participant terminates.

Section 4.4.     A lump sum payment shall be equal to the account
value comprised of deferred amounts plus monthly interest credits.
An annual installment payment shall be determined by dividing the
account value at the time of the first installment by the number of
installments to be paid. Monthly interest credits earned on the
unpaid balance shall be paid at the time of the last installment.

Section 4.5.     In the event a participant dies prior to full
payment of all deferred amounts, the participant's beneficiary
shall be paid all amounts deferred and credited to his or her
account.  A participant may file with the Committee a designation
of beneficiary on a form provided by the Committee (Attachment B).
Such designation may be revoked or changed by the participant so
long as such change is filed with the Committee. If no beneficiary
has been designated or survives the participant, any earned but
unpaid deferred amounts shall be paid to the participant's
surviving spouse, or if there is no surviving spouse, then in equal
proportions to the participant's surviving children. If the
participant is not survived by a spouse or children, then the
deferred amounts shall be paid to the estate of the participant.


                              ARTICLE V 
                DETERMINATION OF AWARD and AWARD FUNDS

Section 5.1.     For each Group, there is an annual award and a
three-year award. A portion of each annual award is set aside to
allow for recognition of individual performance contributions as
more fully set forth below in Section 5.4.

  (a)  The annual award is based upon the annual increase in
       Earnings Per Share for the Award Period over the previous
       period. 

  (b)  The three-year award is based on (i) the three-year
       average increase in Earnings Per Share, (ii) the three-year
       average Return on Average Assets, and (iii) the
       three-year average Return on Equity.

Section 5.2.     The award funds for each Group will be calculated by
multiplying the aggregate salaries of the individuals in that Group
by a target percentage determined annually by the Committee for
each award component. The 1996 target award percentages are shown
in Schedule A, below.

                 SCHEDULE A
1996 PERCENTAGE AWARD FOR TARGETED PERFORMANCE

  AWARD
COMPONENT    GROUP I    GROUP II   GROUP III

Annual EPS     12.0%       4.0%       1.0%
3 year EPS      3.0%       1.0%     0.3750%
3 year ROAA     4.5%       1.5%     0.5625%
3 year ROE      4.5%       1.5%     0.5625%


Section 5.3 The actual amount of an award fund shall be
calculated according to a schedule comparing the relevant 
increases or results for the Award Period to a predetermined
performance standard. When an increase or result is above or below
the target performance standard, the actual award fund is adjusted
upward or downward from the target award.

Section 5.4.     The annual award fund will be divided into a
corporate award and an individual award as follows in order to
allow for recognition of individual performance contributions.  The
individual measure of performance shall be a discretionary award
(FUND B) according to a predetermined schedule. All or part of the
discretionary fund shall be distributed according to an assessment
of individual contribution to the goals of Mid-America. The
assessments will be conducted by the Committee in consultation with
appropriate managers. Individual awards can range from zero to an
amount equal to 150% of the target award. For example, if an
increase in EPS of 10% generates a Fund B award pool equal to 1% of
participant's salaries, an individual can receive from 0% - 1.50%,
but the group total is limited to 1% of covered salaries.
Therefore, if one person receives a Fund B award in excess of 1%,
another person must receive less than 1%.

                                              GROUP I    GROUP II   GROUP III

Corporate Financial Performance - FUND A       100%        75%        50%

Individual Performance - FUND B                  0%        25%        50%

       Group I participants shall receive an award
       based solely on the annual increase in EPS
       (FUND A), while Group II and Group III
       participants shall receive an award based on
       the annual increase in EPS (FUND A) and an
       evaluation of the participant's individual
       performance (FUND B).

Section 5.5.     The amount of the various awards to be paid and the
allocation to participants will be in accordance with the Tables I
through IV attached to this Plan. These tables reflect the decision
of the Committee with respect to performance standards for 1996 and
are subject to change in subsequent periods.



                              TABLE I
                ANNUAL INCENTIVE COMPENSATION AWARD
                              GROUP I

             Corporate Target Award Fund (A = 100%)    12%
             Individual Target Award Fund (B = 0%)      0%
             Total Target Award Fund                   12%

 Performance
  Standard                                                Individual
                                                          Award as a
 Increase in                  Award Fund                  % of Base
  EPS Over                    as a % of                    Salary
Previous Year                 Target Award                 Fund A

11.50% or greater                150%                        18.00%
10.50 - 11.49%                   125%                        15.00%
9.50 - 10.49%     Target         100%                        12.00%
8.50 - 9.49%                      80%                         9.60%
7.50 - 8.49%                      60%                         7.20%
6.50 - 7.49%                      30%                         3.60%
 
 
 
                              TABLE I
                ANNUAL INCENTIVE COMPENSATION AWARD
                              GROUP II

             Corporate Target Award Fund (A = 75%)         3%
             Individual Target Award Fund (B = 25%)        1%
             Total Target Award Fund                       4%

 Performance
  Standard

 Increase in            Award Fund Schedule of Awards
  EPS Over              as a % of  Expressed as a Percent of Salary
Previous Year           Target Awar Fund A       Fund B       Total

11.50% or greater          150%       4.50%        1.50%        6.00%
10.50 - 11.49%             125%       3.75%        1.25%        5.00%
9.50 - 10.49%  Target      100%       3.00%        1.00%        4.00%
8.50 - 9.49%                80%       2.40%        0.80%        3.20%
7.50 - 8.49%                60%       1.80%        0.60%        2.40%
6.50 - 7.49%                30%       0.90%        0.30%        1.20%



                              TABLE I
                ANNUAL INCENTIVE COMPENSATION AWARD
                             GROUP III

              Corporate Target Award Fund (A = 50%)       0.5%
              Individual Target Award Fund (B = 50%)      0.5%
              Total Target Award Fund                     1.0%

 Performance
   Standard

 Increase in             Award Fund Schedule of Awards
   EPS Over              as a % of  Expressed as a Percent of Salary
Previous Year            Target Awar Fund A       Fund B       Total

11.50% or greater           150%       0.75%        0.75%        1.50%
10.50 - 11.49%              125%       0.63%        0.63%        1.25%
9.50 - 10.49%   Target      100%       0.50%        0.50%        1.00%
8.50 - 9.49%                 80%       0.40%        0.40%        0.80%
7.50 - 8.49%                 60%       0.30%        0.30%        0.60%
6.50 - 7.49%                 30%       0.15%        0.15%        0.30%



                   LONGER-TERM PLAN AWARD SCHEDULES
                            TABLE II
        Award Based on Average Increase in Earnings Per Share

3 Year Average           Percent of Total      Award Expressed as a
 Increase in             Longer-Term            Percent of Salary
Earnings Per Share       Target Award  Group I      Group II     Group III

11.50% or greater           150%        4.50%        1.50%       0.563%
10.50 - 11.49%              125%        3.75%        1.25%       0.469%
9.50 - 10.49%   Target      100%        3.00%        1.00%       0.375%
8.50 - 9.49%                 80%        2.40%        0.80%       0.300%
7.50 - 8.49%                 60%        1.80%        0.60%       0.225%
6.50 - 7.49%                 30%        0.90%        0.30%       0.113%

                              TABLE III
                   Award Based on Average Return on Equity

3 Year Average           Percent of Total   Award Expressed as a
  Return on              Longer-Term          Percent of Salary
    Equity               Target Award  Group I      Group II     Group III

12.50% or greater           150%        6.75%        2.25%       0.844%
11.50 - 12.49%              125%        5.63%        1.88%       0.703%
11.00 - 11.49%  Target      100%        4.50%        1.50%       0.563%
10.50 -10.99%                80%        3.60%        1.20%       0.450%
10.00 -10.49%                60%        2.70%        0.90%       0.338%
9.50 - 9.99%                 40%        1.80%        0.60%       0.225%
9.00 - 9.49%                 20%        0.90%        0.30%       0.113%

                                   TABLE IV
                     Award Based on Return on Average Assets

3 Year Average           Percent of Total     Award Expressed as a
  Return on              Longer-Term           Percent of Salary
Average Assets           Target Award  Group I      Group II     Group III

1.25% or greater            150%        6.75%        2.25%       0.844%
1.15 - 1.24%                125%        5.63%        1.88%       0.703%
1.10 - 1.14%    Target      100%        4.50%        1.50%       0.563%
1.05 - 1.09%                 80%        3.60%        1.20%       0.450%
1.01 -1.04%                  60%        2.70%        0.90%       0.338%
 .98 - 1.00%                  40%        1.80%        0.60%       0.225%
 .96 - .97%                   20%        0.90%        0.30%       0.113%