Comparative Summary

<TABLE>
<CAPTION>

Dollars In Thousands, Except Per Share Amounts                 1999        1998        1997
                                                           -----------------------------------
<S>                                                        <C>         <C>         <C>
AT YEAR END
 Total assets                                              $1,744,706  $1,594,763  $1,509,579
 Total deposits                                               997,899     953,924     878,829
 Loans, net of unearned income                              1,063,949   1,005,021     891,075
 Total shareholders' equity                                   178,548     167,436     155,709

FOR THE YEAR
 Net income                                                   $22,375     $20,213     $17,915
 Cash dividends declared                                        9,072       8,345       7,441

PER SHARE DATA
 Book value                                                    $16.78      $15.86      $14.85
 Market value                                                   28.50       26.34       31.68
 Cash dividends declared                                        0.854       0.792       0.714
 Basic net income                                                2.11        1.92        1.73
 Diluted net income                                              2.08        1.88        1.70

SELECTED RATIOS
 Return on average total assets                                  1.43%       1.40%       1.30%
 Return on average shareholders' equity                         12.97       12.54       12.15
 Efficiency ratio                                               56.74       61.18       61.30
 Cash dividend payout ratio                                     40.47       41.25       41.27
 Average shareholders' equity to average total assets           11.01       11.20       10.73
 Allowance for loan losses to loans, net of unearned income      0.93        0.90        1.03


</TABLE>

             MANAGEMENT'S DISCUSSION and ANALYSIS OF
          FINANCIAL CONDITION and RESULTS OF OPERATIONS


     This discussion analyzes the results of operations and
financial condition for MidAmerica Bancorp and subsidiaries (the
Company), including its primary subsidiary, Bank of Louisville (the
Bank).  It should be read in conjunction with the consolidated
financial statements and related notes presented on pages 23 to 46.

1999 COMPARED TO 1998
     Net income for 1999 was $22.375 million or $2.08 on a diluted
per share basis compared with $20.213 million or $1.88 on a diluted
per share basis for 1998, an increase of 10.6% on a diluted per
share basis.  Basic net income per share was $2.11 in 1999 and
$1.92 in 1998.  Excluding the non-recurring revenue items in 1999
and 1998 discussed below, diluted net income per share reflects an
increase of 22.6% for the year ended December 31, 1999 compared
with the year ended December 31, 1998.
     Net income for the year ended December 31, 1999 and 1998
includes non-recurring revenue related to the sale of the Company's
money order subsidiary and gains on sales of other real estate.
For the year ended December 31, 1999, the Company recognized
revenue of $1.8 million related to the discontinuance of a
processing agreement between the Company and the purchaser of the
money order subsidiary, and $1.381 million of gains on sales of
other real estate.  For the year ended December 31, 1998, a $4.588
million gain on the sale of the money order subsidiary and $1.172
million of gains on sales of other real estate were recognized.
These matters aggregated $0.18 and $0.33 on a diluted per share
basis in 1999 and 1998, respectively.
     The table below presents operating results and the previously
discussed non-recurring items.
                                          Year Ended December 31
Dollar In Thousands,                                         Change
Except Per Share Amounts           1999      1998        Amount    Percent
                                 -------   -------     ---------  ---------
Net income                       $22,375   $20,213       $2,162      10.7%
Non-recurring items,
  net of taxes                    (1,948)   (3,500)       1,552      44.3
                                 -------   -------     ---------  ---------
Net income excluding
  non-recurring items            $20,427   $16,713       $3,714      22.2%
                                 =======   =======     =========  =========

Diluted net income per share       $2.08     $1.88        $0.20      10.6%
Non-recurring items, net
  of taxes on a diluted
  per share basis                  (0.18)    (0.33)        0.15      45.5
                                 -------   -------     ---------  ---------
Diluted net income per
  share excluding non-
  recurring items                  $1.90     $1.55        $0.35      22.6%
                                 =======   =======     =========  =========

     The principal factors that contributed to the $3.7 million
increase in net income, excluding the impact of non-recurring
items discussed above, included the following:

        *An increase in net interest income on a tax equivalent basis
        of $5.3 million or 8.6% in 1999, with the benefit of increased
        average earning assets of $126 million offsetting the negative
        impact of lower interest rates.

        *An increase of $2.4 million in the core sources of non-
        interest income, including trust revenue, deposit service
        charges, gift certificate fees and bank card fees.

        *A decrease in operating expenses of $1.2 million or 2.5% in
        1999.  Significant decreases in legal expenses and advertising
        costs aggregating $2.4 million offset increases in other
        categories of operating expenses.

     These positive factors were partially offset by an increase in
the provision for loan losses.  For the year ended December 31,
1999, the provision for loan losses increased $2.479 million from
$972,000 in 1998 to $3.451 million in 1999.  The increase in the
provision for loan losses is primarily attributable to increased
losses on the indirect automobile lending portfolio.
     Return on average assets (ROA), return on average
stockholders' equity (ROE) and the efficiency ratio were as
follows:
                                           Year ended December 31,
                                                1999      1998
ROA                                             1.43%     1.40%
ROE                                            12.97%    12.54%
Efficiency ratio                               56.74%    61.18%

     Excluding the previously discussed non-recurring revenue, ROA
would have been 1.30% for the year ended December 31, 1999 and
1.16% for the year ended December 31, 1998.  ROE without this non-
recurring revenue would have been 11.84% for the year ended
December 31, 1999 and 10.37% for the year ended December 31, 1998.
The efficiency ratio, without this non-recurring revenue would have
been 58.93% and 65.85% for the year ended December 31, 1999 and
1998, respectively.
     The discussion that follows explains in more detail the
factors affecting 1999 operating results and changes in financial
condition.

NET INTEREST INCOME
     Net interest income is the difference between interest income
on earning assets and interest expense incurred for funding sources
used to support earning assets.  Earning assets include primarily
loans and securities.  The primary sources used to fund these
assets include deposits, purchased and borrowed funds, and capital.
In 1999, net interest income on a tax equivalent basis increased
$5.3 million or 8.6% to $66.8 million.  Net interest income was
favorably impacted by the 9.2% increase in average earning assets
during 1999.  The average prime rate in 1999 was 7.99% compared to
8.36% in 1998.  The impact of generally lower market interest rates
in 1999 than in 1998 partially offset the benefits of earning asset
growth.  See "Interest Income and Interest Expense - Volume and
Rate Changes For the Years 1999 and 1998 - Tax Equivalent Basis".
     The net interest spread is the difference between the average
rate of interest earned on earning assets on a tax equivalent basis
and the average rate of interest expensed on interest bearing
liabilities.  The net yield on earning assets is net interest
income on a tax equivalent basis as a percent of the average
balance of earning assets.  The average yield on earning assets was
7.97% in 1999 compared to 8.31% in 1998, which was accompanied by
a decline in the average rate on interest bearing liabilities from
4.71% in 1998 to 4.37% in 1999.  The net interest spread was 3.60%
in both 1999 and 1998.  The net yield on earning assets declined
slightly in 1999 to 4.48% compared to 4.52% in 1998.  Detailed
information on the average balances of earning assets and funding
sources, interest rates, and the net yield on earning assets is
shown in the table on page 16.
     Average earning assets increased approximately $126 million or
9.2% in 1999 to $1.489 billion.  Average loans increased
approximately $94 million or 10.1% to $1.019 billion.
Approximately $44 million of the average loan growth related to
retail loans, with this growth being attributed to the Company's
indirect automobile lending program.  Average commercial loans
increased $50 million during 1999.  There was an increase in the
net average of the securities portfolio and short-term investments
of approximately $32 million.
     The net growth in average earning assets was supported by a
$45 million increase in average interest bearing deposits and a $34
million increase in average non-interest bearing sources of funds,
which included gift certificates outstanding, demand deposits, and
shareholders' equity.  The average level of federal funds purchased
and repurchase agreements increased $49 million to $304 million,
and continues to be a consistent funding source.  Average non-
interest bearing deposits, other liabilities and capital were
approximately 24% of average assets in both 1999 and 1998.
     The changes in interest income attributable to volume and rate
changes are summarized in the table on page 17.

PROVISION FOR LOAN LOSSES AND ALLOWANCE FOR LOAN LOSSES
     The provision for loan losses was $3.451 million in 1999, an
increase of $2.479 million compared to $972,000 in 1998. The
adequacy of the allowance for loan losses was determined with
consideration given to the level of charge-off experience and non-
performing loans, overall economic conditions, the composition of
the loan portfolio, and the results of detailed internal loan
review procedures.  The increase in the provision for loan losses
for the year ended December 31, 1999 related primarily to the
increased level of charged-off loans and increased level of past
due indirect automobile loans.  During 1999, the Company had net
charge-offs of $2.607 million or 0.26% of average loans, compared
to $1.171 million or 0.13% of average loans in 1998. Net loans
charged-off related to indirect automobile lending activities were
$1.459 million for the year ended December 31, 1999, compared to
$211,000 for the year ended December 31, 1998.  Net loan charge-
offs for 1999 also include $730,000 related to a loss on the sale
of a problem commercial loan in the second quarter.  Nonperforming
loans of $4.7 million at December 31, 1999, were 0.44% of total
loans compared to $4.5 million and 0.44% at December 31, 1998.
     The allowance for loan losses is maintained at a level
adequate to absorb estimated probable credit losses in the loan
portfolio, considering nonperforming loans and overall economic
conditions.  In evaluating the allowance for loan losses,
management considers its evaluation of the risk characteristics of
the loan portfolio, including the impact of current economic
conditions on the borrowers' ability to repay, past collection and
loss experience and such other factors which, in management's
judgment, deserve current recognition.  The Company's loan review
procedures include detailed reviews of loans in excess of $500,000
on an annual basis, and reviews of loans over $50,000 that become
30 days past due.  Each loan reviewed is graded and assigned to a
risk category and, if necessary, a specific allowance is
established.  Smaller homogenous loans in the consumer, indirect
automobile and real estate mortgage categories, are evaluated as a
group considering historical loss experience, the level of
delinquent loans, and changes in the risk characteristics of these
homogeneous categories of loans.  Impaired loans were $4.969
million at December 31, 1999 and specific allowances for $4.2
million of impaired loans aggregated $1.4 million at December 31,
1999.  At December 31, 1998, impaired loans were $3.578 million. At
December 31, 1999, the allowance for loan losses was 0.93% of loans
outstanding and 212% of nonperforming loans, compared to 0.90% of
loans outstanding and 202% of nonperforming loans at December 31,
1998.
     During 1999, the commercial and financial loan category
increased $48 million or 10.5%.  While these loans are generally
larger, the Company limits its risk exposure for these, as well as
other categories of loans, by following established underwriting
practices.  The Company's aggregate net loss for this category of
loans over the last three years has been approximately $1.8
million. Real estate construction and development loans decreased
approximately $2 million since last year, while the underlying loan
composition in this category remains diversified between
residential and commercial properties.  There have been no losses
in this category of loans over the last three years.  During 1999,
the Company continued its participation in the indirect automobile
lending market.  Indirect automobile loans increased $32 million to
$103 million at December 31, 1999.  Aggregate net losses on
indirect automobile loans since the program started in late 1997
have been $1.7 million.  Management has extensively reviewed the
Company's 1999 loss experience and related lending practices on
indirect automobile loans and at various times during 1999,
underwriting guidelines were revised.
     The table below is a summary of the Company's loan loss
experience for each of the last three years.

<TABLE>
<CAPTION>

ALLOWANCE FOR LOAN LOSSES

Dollars In Thousands                                  1999        1998        1997
                                               ------------------------------------
<S>                                             <C>         <C>         <C>
Balance, January 1                                  $9,010      $9,209      $9,167
Provision for loan losses                            3,451         972         300
Net loan charge-offs                                (2,607)     (1,171)       (258)

                                               ------------------------------------
Balance, December 31                                $9,854      $9,010      $9,209
                                               ====================================


Average loans                                   $1,019,338    $925,522    $817,262
Loans at year-end                                1,063,949   1,005,021     891,075
Non-performing loans at year-end                     4,652       4,466       2,466
Impaired loans at year-end                           4,969       3,578       1,670
Provision for loan losses to average loans            0.34%       0.11%       0.04%
Net charge-offs to average loans                      0.26        0.13        0.03
Allowance for loan losses to average loans            0.97        0.97        1.13
Allowance for loan losses to year-end loans           0.93        0.90        1.03

</TABLE>

NON-INTEREST INCOME
     The core components of non-interest income, after excluding
the previous discussed non-recurring items and excluding money
order processing fees, aggregated $15.1 million in 1999 and
increased $2.4 million or 18.6% over the aggregate of comparable
items in 1998.  Processing fees for services provided to the
purchaser of the money order subsidiary declined $900,000 for the
year.  These services were phased out by September 30, 1999.
     Service charges on deposit accounts, the largest component of
non-interest income, were $6 million in 1999, an increase of 8%
over 1998.  During 1999, the Company promoted its consumer
transaction account product line, and continued its image
promotions, causing the retail customer account base to increase,
with a resultant favorable movement in local market share.  This
increase in retail volume and normal fee adjustments contributed to
the increase in service charges on deposit accounts.
     Trust income was approximately $2.9 million in 1999, an
increase of $433,000 or 18%, compared to 1998.  The increase in
trust income is attributed to the continuing business expansion
activities of the Personal Trust and Investment Group and the
increased market value of Trust assets.
     Gift certificate fees were $2.3 million in 1999, an increase
of $1.3 million compared to 1998.  The Company continued to develop
this expanding business through its subsidiary, MidAmerica Gift
Certificate Company.  The gift certificate subsidiary is a
nationwide provider of gift certificates, through an expanding
network of 389 mall agents. In 1999, gift certificate volume
increased 18% to 7.5 million items. The gift certificate fee
increase is attributable to the increased volume, as well as
increased service charge revenue on unredeemed items which were
initially recognized in the fourth quarter of 1998.
     The aggregate of the remaining components of other non-
interest income, excluding the previously discussed non-recurring
items and excluding money order processing fees, increased $148,000
in 1999 compared to 1998.  Net fees from the Company's debit and
credit card products and merchant business increased 31% to $1.7
million in 1999, as the retail card base expanded and the merchant
business continued to penetrate the gift certificate subsidiary's
mall agent base.  ATM fees increased $124,000 to $780,000 in 1999,
as higher surcharge rates offset lower non-customer ATM activity.
Gains on dispositions of lease residuals declined from $266,000 in
1998 to $61,000 in 1999.

OTHER OPERATING EXPENSES
     Other operating expenses decreased $1.2 million or 2.5% in
1999 compared to 1998. Significant declines in legal and
advertising costs were partially offset by the expense increases
discussed below.  Legal costs declined $1.460 million for the year
as discovery efforts in one ongoing litigation matter involving
Kentucky Central Life Insurance Company (in Rehabilitation) were
concluded in early 1999.  Advertising expenses declined $908,000
for the year to $1.3 million.  Advertising costs in 1999 moved back
to historical levels, after the additional cost of a new image
campaign in 1998.  Excluding the declines in legal and advertising
expenses, the remaining categories of other operating expenses
increased $1.1 million or 2.5%.
     Salaries and benefits, the largest component of other
operating expenses, increased $410,000 or 1.4% to $28.8 million in
1999.  Increases in pension and health insurance costs aggregating
$814,000 offset lower salary costs as discussed below, causing the
overall increase in salaries and benefits.  Pension costs increased
$581,000 in 1999, as a result of a reduction in the actuarial
discount rate and the $270,000 settlement loss arising from a lump
sum payment to settle obligations of the Company's non-qualified
excess benefit plan in 1999.  Health insurance costs increased
$233,000 in 1999 as claims experience increased over the prior year
level.  Normal salary increases were effective in April 1999.
However, lower personnel costs for the Year 2000 project,
controlled staffing levels, and lower costs for deferred
compensation and certain bonus programs, resulted in a decrease in
salary expenses of $313,000.  Personnel levels decreased 5.6% to
586 full-time equivalent (FTE) employees at December 31, 1999, with
average FTE employees of 611 in 1999 and 622 in 1998.
     Occupancy and furniture and equipment expenses both reflected
increases in 1999 compared to 1998.  Occupancy expense of $3.2
million increased $205,000 in 1999 primarily as a result of the
discontinuance of the subleasing of the former money order
subsidiary's location and the expenses related to numerous
improvements throughout the branch network.  Furniture and
equipment expenses of $4.6 million increased $306,000 in 1999
compared to 1998.  In 1999, depreciation expense increased
primarily as a result of new computer equipment upgraded in
connection with the Year 2000 project and the branch platform
automation project which was completed and placed in service in
early 1999.  Management monitors and controls the level of capital
expenditures and each significant capital project is subject to
rigorous cost/benefit analysis.
     The other expenses category of other operating expenses
includes advertising and marketing, operating supplies, legal and
professional fees, taxes other than income taxes and other
expenses.  Excluding the impact of the decline in legal and
advertising costs in 1999, previously discussed, the aggregate
amount of other operating expenses increased $219,000 or 2.2% in
1999 compared to 1998.  Operating supplies expenses of $1.6 million
declined 0.2% compared to 1998.  The professional fees component of
legal and professional fees increased approximately $110,000 in
1999, primarily as a result of contractors and consultants for
market and branch studies and Web site development.  Other real
estate expenses declined $213,000 in 1999 as a result of lower
property taxes and other expenses associated with the lower level
of property held.  There were no significant changes in the
remaining components of other operating expenses, which include
charitable contributions, bank card processing expenses, ATM
processing expenses, dues and subscriptions, postage and similar
general business expenses.

INCOME TAXES
     The effective tax rates were 29.4% and 29.8% for 1999 and
1998, respectively.  The difference between the statutory and the
effective tax rates was principally attributable to tax-exempt
interest income on obligations of states and political subdivisions
and certain loans.  In 1999 and 1998, the Company recognized tax
credits of $720,000 and $602,000, related to its investments in
low-income housing joint ventures, which also reduce the effective
tax rate.

BALANCE SHEET
     Total assets were $1.745 billion at December 31, 1999,
compared with $1.595 billion at the end of 1998.  Total assets
averaged $1.568 billion during 1999, an increase of approximately
$129 million, or 9% over 1998.  Average earning assets increased
approximately $126 million or 9.2% to $1.489 billion in 1999.  The
year-end asset position is typically higher than average assets due
to seasonal customer deposit activity and the seasonal impact of
increased gift certificates balances.

SECURITIES
     The Company's securities portfolio includes obligations of
the U.S. Government and its agencies, collateralized mortgage
obligations, obligations of various states and political
subdivisions, corporate debt securities, and equity securities
(Federal Reserve Bank and Federal Home Loan Bank stock).  At
December 31, 1999, securities available for sale totaled
approximately $586 million.  These securities had net unrealized
holding losses during 1999 of approximately $5.1 million that
resulted in a decrease in shareholders' equity of approximately
$3.3 million, net of income taxes, for the year ended December 31,
1999. Higher market interest rates at December 31, 1999 than a year
earlier caused the decline in market value.  During 1999, the
average securities portfolio increased approximately $58 million to
$381 million.  During 1999, the Company shifted funds from previous
overnight investments, to short-term government agency securities
with higher yields, and directed the excess of the growth in
deposits and other funding sources in excess of loan demand, to the
securities portfolio.  The collateralized mortgage obligations in
the portfolio aggregated approximately $183 million at December 31,
1999 and have an estimated weighted average life of 2.7 years,
based on current market prepayment conditions.
     Securities classified as held to maturity were approximately
$4 million at December 31, 1999, and did not have significant
unrealized gains or losses.
     The securities portfolio is utilized for pledging requirements
on securities sold under agreements to repurchase, and public and
fiduciary deposits, and provides liquidity from scheduled
maturities.

LOANS
     Total loans, net of unearned income, were $1.064 billion at
December 31, 1999, an increase of approximately $59 million or 5.9%
compared to December 31, 1998.  Average loans increased
approximately $94 million or 10.1%, to $1.019 billion in 1999 from
$926 million in 1998.
     Commercial and financial, and construction and development
loans increased approximately $46 million or 8.6% to $581 million
at December 31, 1999, as the Company continues to emphasize lending
to businesses in the community.  The significant categories of
commercial and financial borrowers are religious organizations,
financial holding entities, general building contractors, and those
requiring permanent financing on commercial real estate.
Construction and development loans are principally for the
development of residential housing tracts, office buildings and
shopping centers.
     Residential real estate mortgage loans were approximately $322
million at December 31, 1999, a decrease of approximately $14
million or 4% from a year ago.  The Company has historically
emphasized home equity financing which contributes to this
concentration in the loan portfolio.  Real estate mortgages are
principally in the metropolitan Louisville, Kentucky area.  This
geographic market has not experienced significant inflation or
deflation in real estate prices over the past several years.
     Direct consumer loans, excluding residential real estate
mortgage loans, decreased approximately $5 million or 7.5% in 1999
to approximately $58 million as competition for retail loans
continued to increase. In late 1997, the Company started an
indirect automobile lending program.  In 1998, this program was
significantly expanded to area automobile dealers and at December
31, 1998, the indirect loan portfolio was approximately $71
million.  During 1999, the growth of indirect automobile loans
continued and the portfolio increased $32 million or 45% to $103
million.
     The Company has no foreign loans and lends principally within
the Louisville, Kentucky metropolitan area.


NONPERFORMING ASSETS
     Nonperforming assets include non-accrual loans, loans 90 days
or more past due and other real estate held for sale.  At December
31, 1999, nonperforming assets totaled $14.434 million compared
with $15.824 million at December 31, 1998.  Information with
respect to nonperforming loans and assets is presented in the table
below.


<TABLE>
<CAPTION>

NONPERFORMING ASSETS

Dollars In Thousands
December 31
                                                       1999       1998       1997       1996       1995
                                                     --------   --------   --------   --------   --------
<S>                                                <C>        <C>        <C>        <C>        <C>
Loans accounted for on a non-accrual basis            $1,551     $1,416     $1,678     $3,424    $14,301
Restructured loans                                       811        --         --         --         --
Loans contractually past due ninety days or more
  as to interest or principal payments                 2,290      3,050        788        925        842
                                                     --------   --------   --------   --------   --------
    Total nonperforming loans                          4,652      4,466      2,466      4,349     15,143
Other real estate held for sale                        9,782     11,358     16,186      9,577      1,085
                                                     --------   --------   --------   --------   --------
    Total nonperforming assets                       $14,434    $15,824    $18,652    $13,926    $16,228
                                                     ========   ========   ========   ========   ========
Nonperforming loans to total loans                      0.44%      0.44%      0.28%      0.54%      2.02%
Nonperforming assets to total assets                    0.83       0.99       1.24       0.98       1.24
Allowance for loan losses to non-performing loans     211.82     201.75     373.44     210.78      61.53

</TABLE>

     The accrual of interest on loans is discontinued when it is
determined that the collection of interest or principal is
doubtful, or generally when a default of interest or principal has
existed for 90 days or more, unless the loan is fully secured and
in the process of collection.
     Nonperforming loans were approximately $4.7 million at the end
of 1999 compared to $4.5 million at December 31, 1998.  Of these
nonperforming loans at December 31, 1999, $3.6 million are
classified as impaired and $2.8 million of these impaired loans
have a related allowance for loan losses of $984,000.  At December
31, 1999, there were loans of approximately $16.7 million for which
payments were current or less than 90 days past due where borrowers
are currently experiencing financial difficulties, including $1.4
million of indirect automobile loans classified as impaired with a
related allowance for loan losses of $422,000.  Management has
carefully evaluated its risk, including consideration of underlying
collateral values based on current market conditions, with respect
to nonperforming and potential problem loans.  Significant losses,
in excess of the allowance for loan losses related to impaired
loans, are not expected from nonperforming or potential problem
loans as of December 31, 1999.
     Other real estate held for sale at December 31, 1999,
aggregated $9.8 million and was principally comprised of properties
acquired in settlement of real estate development loans in 1996,
and a completed condominium project acquired in settlement of loans
in 1997.  The carrying value of the real estate development
property has been substantially reduced through sales from the
original carrying value of $15.2 million in 1996, to $1.7 million
at December 31, 1999.  The Company has 15 acres of commercial
property remaining.  The condominium project which had 35 unsold
units at the time of acquisition, now involves 30 completed and
readily marketable units and 7.5 acres of adjacent developed land.
This riverfront development has a carrying value of $7.4 million,
which is supported by the sales value of the units and appraised
value of the land. Management has taken recent action to enhance
marketing efforts for these condominiums.
     During 1999, other real estate acquired in settlement of loans
aggregated $.4 million, and sales of other real estate aggregated
$2.4 million, resulting in gains of $1.381 million.


DEPOSITS
     Total deposits increased approximately $44 million to $998
million on December 31, 1999, compared to $954 million on December
31, 1998.  Average deposits during 1999 increased approximately $55
million or 6.2% to $945 million.  In recent years, the Company has
taken several measures to increase its deposit balances: consumer
checking products were redesigned, simplified and repriced,
commercial cash management services were enhanced and expanded, new
higher rate/higher minimum balance transaction and savings account
products were developed and product and rate advertising campaigns
were consistently used.  Average interest bearing deposits for the
year increased $45 million or 5.8% from $768 million to $813
million.  A significant portion of the increase related to savings
products that are priced to be competitive with money market rates.
Average noninterest bearing deposits increased approximately 8.6%
to $133 million, with growth in both commercial and retail account
balances.  The average balances of large certificates of deposit
and other time deposits, primarily regular certificates of deposit,
increased approximately $5 million to $438 million during 1999.

ADVANCES FROM THE FEDERAL HOME LOAN BANK
     FHLB advances decreased to $68 million at the end of 1999,
from $75 million at the end of 1998.  There were no new term
advances during 1999.  The Company has historically used this
source of fixed rate funds to match its fixed rate mortgage loan
products.

GIFT CERTIFICATES OUTSTANDING
     Gift certificates outstanding at December 31, 1999, were $123
million, compared to $95 million at the end of 1998, an increase of
30%.  This increase resulted from the 18% increase in items issued
in 1999 compared to 1998 and a 10% increase in the average face
value of gift certificates issued during 1999.  During 1999, the
average gift certificate balance increased approximately $13
million or 35% to $52 million.  Gift certificates outstanding will
continue to be a significant source of non-interest bearing funds
for the Company.

SHAREHOLDERS' EQUITY
     Shareholders' equity increased approximately $11 million to
$178.5 million at December 31, 1999.  Average shareholders' equity
increased approximately $11 million to $173 million and was 11% of
average total assets for 1999.  The Company's primary source of
capital is net income, net of dividends paid.  Shareholders' equity
was impacted by unrealized holding losses on securities available
for sale, which decreased shareholders' equity during 1999 by $3.3
million. Shareholders' equity was also increased $1.1 million in
1999 through proceeds and tax benefits from exercised stock
options.
     Bank regulators monitor capital adequacy under risk based
capital guidelines which place assets and certain off-balance-sheet
activities in various categories of risk with varying weights.
Also, a minimum leverage ratio, based on shareholders' equity as a
percentage of total assets, is required.  As of December 31, 1999,
the Company's capital ratios exceeded required minimums and placed
the Company in the "Well Capitalized" category under applicable
banking regulations.  Refer to Note M to the consolidated financial
statements for regulatory capital information.

YEAR 2000
     At December 31, 1999, the Company had completed all phases of
its organization-wide program of preparing its systems for Year
2000 compliance and developing detailed plans to address the
possible business exposures related to the Year 2000 issue.  The
Company's systems operated normally through the century change
period and the Company did not experience any significant Year 2000
issues.  The Company will continue to monitor system performance at
critical dates during the first quarter of 2000.
     During 1999, the Company had reviewed Year 2000 issues with
its major business relationships, significant loan and deposit
customers, counterparties, intermediaries and vendors with whom it
has important financial and operational relationships to access
their vulnerability to Year 2000 issues. The Company did not
experience any material adverse impact from third-party Year 2000
related systems interruptions during the century change period.
     The Company has incurred internal staff costs as well as
consulting, new hardware and software expenses, and other expenses
related to its Year 2000 program.  A significant portion of these
costs are not incremental costs to the Company, but rather
represent the redeployment of existing information technology and
business unit resources.  A summary of costs incurred on the
project through December 31, 1999 and estimated future costs is set
forth below.

In thousands                 Costs Incurred Through       Estimated
                                December 31, 1999       Future Costs    Total
                             ----------------------     ------------   ------
IT PERSONNEL RESOURCES               $2,002                  $75       $2,077
BUSINESS UNIT PERSONNEL RESOURCES       353                   25          378
EXTERNAL CONTRACTORS / CONSULTANTS      134                   --          134
REPLACEMENT SOFTWARE                    410                   --          410
REPLACEMENT / UPGRADE HARDWARE        1,049                    5        1,054
OTHER COSTS                             107                   10          117
                                     ------                 ----       ------
                                     $4,055                 $115       $4,170
                                     ======                 ====       ======

     Project cost increased $1.067 million during 1999.  Portions
of the costs relate to capital items that are depreciated over
useful lives.  Accordingly, the above cost summary is not
representative of amounts expensed during 1999.  For the year ended
December 31, 1999, $1.3 million of the Year 2000 costs were
expensed, including $467,000 of depreciation.
     The disclosure contained in this Annual Report is designated
as a Year 2000 Readiness Disclosure as that term is used in the
Year 2000 Information and Readiness Disclosure Act.

INTEREST RATE SENSITIVITY MANAGEMENT
     The primary objective of interest rate risk management is to
control the effects that interest rate fluctuations have on net
interest income and net income.  Interest rate risk is measured
using net interest margin simulation and asset/liability
sensitivity analyses.
     Simulation tools serve as the primary means to quantify
interest rate exposure.  Assumptions regarding the replacement of
maturing assets and liabilities are made to simulate the impact of
future changes in rates and/or changes in balance sheet
composition.  The effect of changes in future interest rates on the
mix of assets and liabilities may cause actual results to differ
from simulated results.  Further, the simulation does not
contemplate any actions the Company could undertake in response to
changes in interest rates.  In addition, certain financial
instruments provide customers a certain degree of flexibility.  For
instance, customers have migrated from lower cost deposit products
to higher cost products.  Also, customers may choose to refinance
fixed rate loans when interest rates decrease. While the Company's
simulation analysis considers these factors, the extent to which
customers utilize the ability to exercise their financial options
may cause actual results to differ from the simulation.
     The table below illustrates the simulation analysis of the
impact of a 50 or 100 basis point (bp) upward or downward movement
in interest rates on net interest income and earnings per share.
This analysis was done assuming that interest-earning asset levels
at December 31, 1999, adjusted to exclude the seasonally high
volume of gift certificates outstanding and corresponding
securities, remained constant and that the level of loan fees
remains unchanged.  The impact of the rate movements was developed
by simulating the effect of rates changing immediately from the
December 31, 1999 levels and remaining at those levels thereafter
for twelve months. There are many factors influencing these
results, such as existing asset and liability rates, timing of
repricing and the extent to which different assets and liability
rates change as general market rates change.
     The results of the December 31, 1999 simulation analysis
indicate that the Company has exposure to changing interest rates.
As a result of changes in interest rates, diluted earnings per
share could be reduced from $0.05 to $0.10, depending on the
direction and magnitude of interest rate changes.  Management
continually evaluates this data and could make adjustments to the
asset and liability structure in the future to minimize the actual
impact of rate changes.
     The situation involving time deposit costs illustrates the
non-symmetrical impact on net interest income of interest rate
changes. Interest expense on time deposits in a declining rate
environment may not decrease in the same magnitude as the increase
in interest expense when rates rise by a similar percentage.  Rates
on maturing time deposits are currently less than existing time
deposit market rates.  Accordingly, a decline in market rates may
not significantly reduce current interest expense levels on time
deposits, while an increase in market rates would increase current
interest expense levels.
     The interest rate sensitivity gap table on page 18, shows the
repricing characteristics of the Company's interest-earning assets
and supporting funds at December 31, 1999.  The data is based on
contractual repricing or maturities, except for estimated cash
flows on collateralized mortgage obligations, and where applicable,
management's assumptions as to the estimated repricing
characteristics of certain assets and supporting funds.  At
December 31, 1999, the Company had a liability-sensitive interest
rate risk position at the one-year repricing period of $89 million
or 5.13% of assets.  The December 31, 1999 static interest rate
sensitivity gap position differs from the normal position due to
seasonal activity near the end of the year.  Gift certificates
outstanding at December 31, 1999, of $123 million, exceeded the
average outstanding amount by $71 million. The cumulative one year
liability-sensitive gap averaged $178 million during the July 1999
to November 1999 period and would be approximately $160 million at
December 31, 1999, if adjusted for seasonal gift certificate
activity.  The liability-sensitive position will be reduced during
2000, as $59 million of the Company's interest rate swap contracts
mature by August 2000.  Generally, a liability-sensitive gap
indicates that rising interest rates could negatively affect net
interest income, and falling rates could positively affect net
interest income.  Assets and liabilities with similar contractual
repricing characteristics, however, may not reprice to the same
degree.  As a result, the Company's static interest rate
sensitivity gap position does not quantify the impact of changes in
general levels of interest rates on net interest income, as does
the simulation analysis previously discussed.

<PAGE>

Interest Rate Simulation Sensitivity Analysis

<TABLE>
<CAPTION>

                                      Movements in interest rates from
                                          December 31, 1999, rates
----------------------------------------------------------------------
                                          Increase          Decrease
----------------------------------------------------------------------
Simulated impact in the next 12 months
  from December 31, 1999:           +50 bp   +100 b   -50 bp   -100 bp
----------------------------------------------------------------------
<S>                                <C>      <C>      <C>      <C>
Net interest income
  decrease (in 1000s)              ($1,039) ($1,632)   ($862) ($1,215)
Net income per share decrease       ($0.06)  ($0.10)  ($0.05)  ($0.07)

</TABLE>

LIQUIDITY MANAGEMENT
     Liquidity management represents the Company's ability to
generate cash or otherwise obtain funds at a reasonable price to
satisfy commitments to borrowers as well as the demands of
depositors.  Funds are available from a number of sources,
including the securities portfolio, the core deposit and repurchase
agreements base, FHLB advances and purchased funds.  The Company's
short-term investments, which include security maturities and cash
flows within one year, are approximately 20% of total assets.
These short-term investments are approximately 73% of non-core
liabilities, which consist of securities sold under agreements to
repurchase, federal funds purchased, and large certificates of
deposit.  The Company's net short-term non-core fund dependence, a
measure of non-core liabilities, net of short-term investments,
supporting loans and the securities portfolio, was approximately
9.7% at December 31, 1999, and averaged 10.5% during 1999.  In the
opinion of management, the Company's incremental funding sources
are sufficient to meet known or reasonably anticipated funding
requirements.
     During 1999, financing and operating activities adequately
supported the investing activities of the Company.  Investing
activities, primarily loans to customers, were funded by increased
deposits, increased gift certificates outstanding, and operating
activities.
     The liquidity of the holding company is impacted primarily by
the ability of its principal subsidiary, the Bank, to pay
dividends.  During 1999, it was not necessary for the Bank to pay
dividends to the holding company to support its cash needs.  The
holding company had cash balances available during 1999, primarily
as a result of the receipt of proceeds from the money order
processing agreement settlement in 1999 and the sale of the money
order subsidiary in 1998, and had approximately $6.7 million of
cash and short-term securities available at December 31, 1999.
Certain regulatory restrictions limit the amount of dividends the
Bank may pay.   As of January 1, 2000, the Bank could pay dividends
of $39 million without prior regulatory approval.  Additional
information about these restrictions is contained in Note M to the
consolidated financial statements.

1998 COMPARED TO 1997
     Net income for 1998 was $20.213 million or $1.88 on a diluted
per share basis compared with $17.915 million or $1.70 on a diluted
per share basis for 1997.  Basic net income per share was $1.92 in
1998 and $1.73 in 1997.  For 1998, ROA was 1.40% and ROE was
12.54%, compared with ROA of 1.30% and ROE of 12.15% in 1997. The
efficiency ratio in 1998 was 61.18%, a slight improvement from
61.30% in 1997.
     The principal factors that contributed to the increase in net
income in 1998 compared to 1997 included the following:

        *A non-recurring gain on the sale of the money order
        subsidiary of $4.6 million was recognized in 1998.

        *An increase in net interest income on a tax equivalent basis
        of $2.2 million in 1998, with the benefit of increased average
        earning assets of $56 million offsetting the negative impact
        of lower interest rates.

        *An increase of $1.8 million in the core sources of non-
        interest income, including trust revenue, deposit service
        charges, gift certificate fees and bank card fees.

        *An increase in non-interest expenses of $7.5 million in 1998,
        considering the absence of expenses of the former money order
        subsidiary from the 1997 expense base.  Approximately $3.4
        million of the increase is attributed to three matters;
        incremental expenses associated with the Company's Year 2000
        project, costs associated with the Company's new image
        campaign and legal costs related primarily to intensive
        discovery efforts in one ongoing litigation matter.  Excluding
        these matters, other operating expenses increased 9.8% in 1998
        compared to the adjusted 1997 expense base.

     The discussion that follows explains in more detail the
factors affecting 1998 operating results and changes in financial
condition.

NET INTEREST INCOME
   In 1998, net interest income on a tax equivalent basis
increased $2.184 million or 3.7% to $61.482 million.  Net interest
income was favorably impacted by the increase in average earning
assets and the redeployment of earning assets from maturing
securities to loans.  The average prime rate in 1998 was 8.36%
compared to 8.44% in 1997.  The average rate on five year U.S.
Treasury securities was 5.15% in 1998 compared to 6.21% in 1997.
The impact of generally lower market interest rates in 1998 than in
1997 partially offset the benefits of earning asset growth.  A
significant result of lower rates was increased premium
amortization on collateralized mortgage obligations, which
corresponded to accelerated prepayments experienced in the low
mortgage rate environment in 1998.  See "Interest Income and
Interest Expense - Volume and Rate Changes For the Years 1999 and
1998 - Tax Equivalent Basis."
     The average yield on earning assets was 8.31% in 1998 compared
to 8.35% in 1997, which was accompanied by a decline in the average
rate on interest bearing liabilities from 4.80% in 1997 to 4.71% in
1998.  The net interest spread was 3.60% in 1998 compared to 3.55%
in 1997.  The net yield on earning assets declined slightly in 1998
to 4.52% compared to 4.54% in 1997.  Detailed information on the
average balances of earning assets and funding sources, interest
rates, and the net yield on earning assets is shown in the table on
page 16.
     Average earning assets increased approximately $56 million or
4.3% in 1998 to $1.364 billion.  Average loans increased
approximately $108 million or 13.2% to $926 million.  Approximately
$47 million of the average loan growth related to retail loans,
with the vast majority of this growth being attributed to the
Company's indirect automobile lending program.  Average commercial
loans increased $61 million during 1998, despite substantial pay-
offs arising from refinancing activities in 1998's lower fixed rate
environment.  There was a decrease in the average securities
portfolio of approximately $50 million, as proceeds from maturing
securities were used to fund loan growth.
     The net growth in average earning assets was supported by a
$57 million increase in average interest bearing deposits and a $6
million increase in average non-interest bearing sources of funds,
which included gift certificates outstanding, demand deposits, and
shareholders' equity.  Average advances from the Federal Home Loan
Bank (FHLB) increased approximately $5 million, as the addition of
$20 million of convertible fixed rate advances exceeded scheduled
payments.  Repurchase agreements averaged $247 million during 1998.
Average non-interest bearing deposits, other liabilities and
capital were approximately 24% and 25% of average assets in 1998
and 1997, respectively. The changes in interest income attributable
to volume and rate changes are summarized in the table on page 17.

PROVISION FOR LOAN LOSSES AND ALLOWANCE FOR LOAN LOSSES
     The provision for loan losses was $972,000 in 1998 compared to
$300,000 for 1997.  During 1998, the Company had net charge-offs of
$1.171 million or 0.13% of average loans, compared to $258,000 or
0.03% of average loans in 1997.  Non-performing loans of $4.5
million at December 31, 1998, were 0.44% of total loans compared to
$2.5 million and 0.28% at December 31, 1997.  At December 31, 1998,
the allowance for loan losses was 0.90% of loans outstanding and
202% of non-performing loans, compared to 1.03% of loans
outstanding and 373% of non-performing loans at December 31, 1997.
     The table on page 6 is a summary of the Company's loan loss
experience for each of the last three years.

NON-INTEREST INCOME
     In 1998, the Company completed the sale of its money order
subsidiary, MidAmerica Money Order Company, and recognized a gain
of $4.6 million.  As part of the agreement with the purchaser, the
Company was to provide data processing and other services to the
purchaser.  These processing fees, included in other non-interest
income, aggregated $1.3 million and when combined with $2.2 million
of expense reductions and income related to investment of the sales
proceeds, more than offset the absence of float revenue and $2.2
million of money order fees from 1998.
     Other non-interest income in 1998 also includes gains on sales
of other real estate aggregating approximately $1.2 million.
     The remaining core components of non-interest income, after
excluding the above matters, aggregated $12.7 million in 1998 and
increased $1.8 million or 16% over the aggregate of comparable
items in 1997.
     Service charges on deposit accounts, were $5.5 million in
1998, an increase of 9% over 1997.  Increased retail volume and
normal fee adjustments contributed to the increase in service
charges on deposit accounts.
     Trust income was approximately $2.5 million in 1998, an
increase of $1.1 million or 81%, compared to 1997.  The increase in
trust income is primarily attributed to the business expansion
activities of the Personal Trust and Investment Group, whose
personnel joined the Company near the end of the second quarter of
1997.  The Company's securities transfer operation, which generated
fees of $168,000 in 1998, was discontinued in the fourth quarter of
1998.
     Gift certificate fees were $952,000 in 1998, a 75% increase
compared to 1997.  In 1998, gift certificate volume increased 35%
to 6.3 million items. The gift certificate fee increase is
attributable to the increased volume, as well as service charge
revenue on unpaid items.
     The aggregate of the remaining components of other non-
interest income was down slightly in 1998 compared to 1997.  Net
fees from the Company's debit and credit card products and merchant
business increased 35% to $1.3 million in 1998, as the retail card
base expanded and the merchant business was expanded to the gift
certificate subsidiary's mall agent base.  ATM fees of $656,000 in
1998, were relatively unchanged from the prior year level.  Credit
life and A & H insurance premiums and commissions decreased
$276,000 or 27% as direct retail loan activity in 1998 declined. A
new service in 1998, an investment management service for community
banks, generated revenue of $240,000.  Operating losses on low-
income housing joint ventures increased $373,000 in 1998 to
$407,000.

OTHER OPERATING EXPENSES
     Other operating expenses increased $5.3 million in 1998 on a
previous year base of $44 million.  The 1997 expense base includes
approximately $2.2 million of operating expenses related to the
former money order subsidiary.  Considering the absence of these
1997 expenses, 1998 operating expenses increased approximately $7.5
million.  This increase in other operating expenses was
significantly impacted by expenses attributed to three matters:
Year 2000, the Company's new image campaign and legal costs.
Incremental expenses associated with the Company's Year 2000
project were approximately $1.1 million.  Advertising and marketing
expenses increased $625,000 in 1998, as the Company supplemented
its regular product promotions with the promotion of its new
corporate image.  Legal expenses increased $1.6 million in 1998 as
the Company incurred legal costs for intensive discovery efforts in
the ongoing litigation matter involving Kentucky Central Life
Insurance Company (in Rehabilitation), the sale of the money order
subsidiary and the dispute involving the money order processing
agreement.  In the aggregate, the above matters contributed $3.4
million to the increased level of other operating expenses.  In
addition to these expenses, the Company's remaining operating
expenses increased $4.1 million or 9.8% in 1998, with a significant
portion of the remaining increase attributed to the increased level
of salaries and benefits.
     Salaries and benefits, the largest component of other
operating expenses, increased $2.6 million to $28.5 million in
1998.  Excluding the 1997 salaries and benefits of the former money
order subsidiary from the comparison, salaries and benefits
increased $3.4 million.  Included in the increase are incremental
salaries and benefits related to the Year 2000 project of $826,000
and increases in employee benefits, discussed below, of $440,000.
The remaining increase was $2.1 million, an increase of 8.6% over
the adjusted 1997 base.  Approximately one-half of this increase
was attributed to annual salary merit increases, effective in April
1998, and increases in certain incentive bonus plans.  The
remaining portion of the year-to-year comparison was impacted by
the mid-year 1997 addition of senior level trust personnel and
staff increases primarily for new or growing operating areas, such
as the indirect lending function and gift certificate subsidiary.
Personnel levels increased with average full-time equivalent
employees of 622 in 1998 and 603 in 1997 (19 former money order
subsidiary employees are excluded from 1997 for comparability).
     Excluding the impact of a $298,000 settlement loss arising
from a lump sum payment to settle obligations of the Company's non-
qualified excess benefit plan in 1997, pension costs increased
$368,000 in 1998, as a result of a reduction in the actuarial
discount rate and an increase in covered compensation.  Health
insurance costs increased $260,000 in 1998 as claims experience
increased over the prior year level.
     Occupancy and furniture and equipment expenses both reflected
decreases in 1998 compared to 1997.  Occupancy expense of $3.0
million decreased $87,000 in 1998 primarily as a result of
subleasing the former money order subsidiary's location in 1998.
Furniture and equipment expenses of $4.2 million declined $358,000
in 1998 compared to 1997.  Excluding the impact of the former money
order subsidiary's depreciation and maintenance in 1997, furniture
and equipment expenses in 1998 would have reflected an increase of
$419,000 or 10.9%.  In 1998, depreciation expense increased as
computer equipment was upgraded in connection with the Year 2000
project and the new branch automation system was completed.
     The aggregate amount of other operating expenses increased
$3.2 million in 1998 compared to 1997.  Excluding other expenses of
the former money order subsidiary from 1997, the increase would
have been $3.7 million.  The previously discussed matters related
to Year 2000, Company image and legal costs contribute $2.3 million
to this increase in other expenses. Advertising and marketing
expenses of $2.2 million increased $625,000 or 40% in 1998 compared
to 1997, as the Company continued its level of regular advertising
for loan and deposit product promotions, which was supplemented
with corporate image promotion subsequent to the unveiling of the
Company's new logo and image at the end of the first quarter of
1998.  Operating supplies expenses decreased $537,000 in 1998, with
$305,000 of the decrease attributed to the absence of the former
money order subsidiary's supplies expenses and $185,000 of the
decrease attributed to the absence of 1997 expenses associated with
forms and logo design for the Company's new image project.  The
professional fees component of legal and professional fees
increased approximately $380,000 in 1998, primarily as a result of
contractors and consultants for the Year 2000 project, market and
branch studies and Web site development.  Bank, property and other
taxes decreased $117,000 in 1998, as a result of lower levels of
other real estate owned and the absence of $49,000 of such expenses
related to the former money order subsidiary.  Aside from these
issues, other operating expenses increased $1.4 million in 1998
compared to 1997.  This increase related to several individually
insignificant other expense components.

RECENTLY ISSUED ACCOUNTING STANDARD
     Statement of Financial Accounting Standards No. 133,
Accounting for Derivative Instruments and Hedging Activities
(Statement 133) was issued by the Financial Accounting Standards
Board in June 1998.  During 1999, Statement of Financial Accounting
Standards No. 137, "Accounting for Derivative Financial Instruments
and Hedging Activities-Deferral of the Effective Date of FASB
Statement No. 133" was issued, and the effective date of Statement
133 was delayed one year.  Statement 133 standardizes the
accounting for derivative instruments and will be effective for the
Company January 1, 2001.  Statement 133 currently applies to the
Company's interest rate swap contracts.  Under the standard,
entities are required to carry all derivative instruments on the
balance sheet at fair value.  The accounting for changes in the
fair value (i.e., gains or losses) of a derivative instrument
depends on whether it has been designated and qualifies as part of
a hedging relationship and, if so on the reason for holding it.  If
certain conditions are met, entities may elect to designate a
derivative instrument as a hedge of exposures to changes in fair
value, cash flows, or foreign currencies.  If the hedged exposure
is a fair value exposure, the gain or loss on the derivative
instrument is recognized in earnings in the period of change
together with the offsetting loss or gain on the hedged item
attributable to the risk being hedged.  If the hedged exposure is
a cash flow exposure, the effective portion of the gain or loss on
the derivative instrument is reported initially as a component of
other comprehensive income and subsequently reclassified into
earnings when the forecasted transaction affects earnings.  Any
amounts excluded from the assessment of hedge effectiveness as well
as the ineffective portion of the gain or loss is reported in
earnings immediately.
     The Company is in the process of determining the impact that
Statement 133 will have on its financial statements and believes
that such determination will not be meaningful until closer to the
date of initial adoption.  The Company's swap contracts
substantially mature during 2000 and it can not be determined
presently whether the Company will have any significant derivative
instruments on the date of initial adoption.  Depending on
asset/liability management issues, market interest rates and other
factors, the Company's current interest rate swap positions may be
increased or reduced by the time Statement 133 is adopted.

Forward Looking Statements
     The Statements contained in this filing that are not purely
historical are forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934.  The use of words such as
"believes", "estimates", "plans", "expects" and similar expressions
are intended to identify forward-looking statements.  All forward-
looking statements included in this document are based on
information available to the Company on the date hereof, and the
Company assumes no obligation to update any such forward-looking
statement.  It is important to note that the Company's actual
results could differ materially from those in such forward-looking
statements.  Factors that could cause actual results to differ
materially from those projected include, among others, customer
concentration; cyclicality; changes in interest rates; changes in
economic conditions in Louisville, Kentucky and the surrounding
region; asset quality and the adequacy of the allowance for loan
losses; increased competition from banking and other financial
institutions; the valuation of other real estate; dependence on key
personnel; and changes in government regulation.  Prospective
purchasers of the Company's common stock should consult the risk
factors listed from time to time in the Company's Reports on Form
10-Q, 8-K, 10-K, and Annual Reports to Shareholders.

<PAGE>

<TABLE>
<CAPTION>

INTEREST RATE SENSITIVITY ANALYSIS

Dollars In Thousands                                                                                  Non-interest
December 31, 1999                             0-90       91-180     181-365       1-5        Over 5     Bearing
                                              Days        Days        Days       Years       Years       Funds        Total
                                           ----------- ----------- ----------- ----------- ----------- ----------- ----------
<S>                                       <C>         <C>         <C>         <C>         <C>         <C>         <C>
Assets
  Loans, net                                 $432,238     $35,361     $55,425    $293,510    $236,010      $1,551 $1,054,095
  Securities                                  266,868      18,659      56,470     156,039      92,505                590,541
  Other assets                                                                                            100,070    100,070
                                           ----------- ----------- ----------- ----------- ----------- ----------- ----------
    Total assets                              699,106      54,020     111,895     449,549     328,515     101,621  1,744,706
                                           ----------- ----------- ----------- ----------- ----------- ----------- ----------
Sources of Funds
  Deposits:
    Demand deposits                            54,191                                         126,443                180,634
    Savings deposits                          114,541                                          72,906                187,447
    Time deposits                             107,157      95,391     120,411     149,488         651                473,098
  Federal funds purchased and
    securities sold under                     361,758                                                                361,758
  Advances from the Federal Home
    Loan Bank                                   1,677       1,869       3,472      24,285      37,086                 68,389
  Other liabilities and non-interest
    bearing deposits                                                                                      294,832    294,832
  Shareholders' equity                                                                                    178,548    178,548
                                           ----------- ----------- ----------- ----------- ----------- ----------- ----------
    Total sources of funds                    639,324      97,260     123,883     173,773     237,086     473,380  1,744,706
                                           ----------- ----------- ----------- ----------- ----------- ----------- ----------
    Asset / liability gap                      59,782     (43,240)    (11,988)    275,776      91,429    (371,759)
                                           ----------- ----------- ----------- ----------- ----------- -----------
    Interest rate swap contracts              (94,000)
                                           ----------- ----------- ----------- ----------- ----------- -----------
    INTEREST SENSITIVITY GAP                  (34,218)    (43,240)    (11,988)    275,776      91,429    (371,759)
                                           ----------- ----------- ----------- ----------- ----------- -----------
    CUMULATIVE INTEREST SENSITIVITY GAP      ($34,218)   ($77,458)   ($89,446)   $186,330    $277,759
                                           =========== =========== =========== =========== ===========
CUMULATIVE INTEREST SENSITIVITY GAP
  AS A PERCENT OF TOTAL ASSETS                  -1.96%      -4.44%      -5.13%      10.68%      15.92%

RATE-SENSITIVE ASSETS TO RATE-
  SENSITIVE LIABILITIES                         0.95X       0.56X       0.90X       2.59X       1.39X

</TABLE>
<PAGE>

<TABLE>
<CAPTION>

AVERAGE BALANCES AND YIELDS/RATES TAX EQUIVALENT BASIS

Dollars In Thousands                                1999                          1998                          1997
                                        ----------------------------- ----------------------------- -----------------------------
                                        Average              Yields/  Average              Yields/  Average              Yields/
                                        Balance     Interest Rates    Balance     Interest Rates    Balance     Interest Rates
                                        ----------- -------- -------- ----------- -------- -------- ----------- -------- --------
<S>                                     <C>         <C>      <C>      <C>         <C>      <C>      <C>         <C>      <C>
EARNING ASSETS:
   Securities:
    U.S. Treasury and
     government agencies                  $141,612   $7,713     5.45%    $72,131   $4,418     6.18%   $130,501   $8,146     6.27%
    States and political
     subdivisions                           53,044    4,404     8.71      54,039    4,385     8.66      49,364    4,086     8.51
    Collateralized mortgage obligations
     and other                             186,105   10,375     5.49     197,021   11,169     5.65     192,927   12,104     6.31
   Federal funds sold                        4,701      236     5.02       9,508      526     5.53      19,261    1,071     5.56
   Securities purchased under
    agreements to resell                    84,371    4,167     4.94     105,310    5,789     5.50      98,342    5,399     5.49
   Loans, net of unearned income         1,019,338   91,880     9.01     925,522   86,758     9.37     817,262   78,169     9.56
                                        ----------- -------- -------- ----------- -------- -------- ----------- -------- --------
      Total earning assets               1,489,171  118,775     7.97%  1,363,531  113,045     8.31%  1,307,657  108,975     8.35%
NON-EARNING ASSETS:
   Allowance for loan losses                (9,113)                       (9,150)                       (8,979)
   Cash and due from banks                  32,900                        30,688                        26,010
   Other                                    54,676                        53,719                        49,058
                                        -----------                   -----------                   -----------
      Total assets                      $1,567,634                    $1,438,788                    $1,373,746
                                        ===========                   ===========                   ===========
INTEREST BEARING LIABILITIES:
   Deposits:
    Demand deposits                       $190,115    3,903     2.05%   $194,920    4,858     2.49%   $196,705    5,739     2.92%
    Savings deposits                       184,848    6,710     3.63     140,444    5,136     3.66     105,199    3,525     3.35
    Certificates of deposit
     $100,000 and over                      73,888    3,827     5.18      59,657    3,383     5.67      57,167    3,335     5.83
    Other time deposits                    363,891   19,074     5.24     372,791   21,101     5.66     351,748   19,836     5.64
                                        ----------- -------- -------- ----------- -------- -------- ----------- -------- --------
      Total interest bearing deposits      812,742   33,514     4.12     767,812   34,478     4.49     710,819   32,435     4.56
   Federal funds purchased and
    securities sold under
    agreements to repurchase               304,320   14,175     4.66     255,119   12,744     5.00     258,744   13,159     5.09
   Advances from the Federal Home
    Loan Bank                               72,277    4,293     5.94      71,792    4,341     6.05      66,359    4,083     6.15
                                        ----------- -------- -------- ----------- -------- -------- ----------- -------- --------
      Total interest bearing liabilities 1,189,339   51,982     4.37%  1,094,723   51,563     4.71%  1,035,922   49,677     4.80%

NON-INTEREST BEARING LIABILITIES:
   Demand deposits                         132,513                       121,964                       107,955
   Other                                    73,215                        60,953                        82,440
                                        -----------                   -----------                   -----------
      Total liabilities                  1,395,067                     1,277,640                     1,226,317
SHAREHOLDERS' EQUITY                       172,567                       161,148                       147,429
      Total liabilities and             -----------                   -----------                   -----------
       shareholders' equity             $1,567,634                    $1,438,788                    $1,373,746
                                        ===========                   ===========                   ===========
NET INTEREST INCOME                                 $66,793                       $61,482                       $59,298
                                                    ========                      ========                      ========
NET INTEREST SPREAD                                             3.60%                         3.60%                         3.55%
NET YIELD ON EARNING ASSETS                                     4.48%                         4.52%                         4.54%
                                                             ========                      ========                      ========
</TABLE>

Tax exempt income is calculated on a tax equivalent basis using a tax rate of
35%. The yields on securities are based on amortized historical cost, excluding
FASB Statement No.115 adjustments to fair value. Non-accrual loans and loan fees
are included in the computation of loan yields. The Company has no deposits from
foreign depositors.
<PAGE>

<TABLE>
<CAPTION>

INTEREST INCOME AND INTEREST EXPENSE
VOLUME AND RATE CHANGES FOR THE YEARS 1999 AND 1998 TAX EQUIVALENT BASIS

In Thousands                           Net Change    Due to      Due to    Net Change    Due to      Due to
                                       1999/1998     Volume       Rate     1998/1997     Volume       Rate
                                      -----------------------------------------------------------------------
<S>                                     <C>         <C>         <C>         <C>         <C>         <C>
Increase (Decrease)
Interest Income:
   Securities                             $2,520      $3,651     ($1,131)    ($4,364)    ($3,162)    ($1,202)
   Federal funds sold                       (290)       (245)        (45)       (545)       (540)         (5)
   Securities purchased under
    agreements to resell                  (1,622)     (1,074)       (548)        390         383           7
   Loans, net of unearned income           5,122       8,549      (3,427)      8,589      10,175      (1,586)
                                      -----------------------------------------------------------------------
      Total interest income                5,730      10,881      (5,151)      4,070       6,856      (2,786)

Interest Expense:
   Deposits:
    Demand deposits                         (955)       (117)       (838)       (881)        (52)       (829)
    Savings deposits                       1,574       1,612         (38)      1,611       1,266         345
    Certificates of deposit
     $100,000 and over                       444         756        (312)         48         143         (95)
    Other time deposits                   (2,027)       (495)     (1,532)      1,265       1,191          74
   Federal funds purchased and
    securities sold under
    agreements to repurchase               1,431       2,335        (904)       (415)       (183)       (232)
   Advances from the Federal Home
    Loan Bank                                (48)         29         (77)        258         330         (72)
                                      -----------------------------------------------------------------------
      Total interest expense                 419       4,120      (3,701)      1,886       2,695        (809)
                                      -----------------------------------------------------------------------
Net Interest Income                       $5,311      $6,761     ($1,450)     $2,184      $4,161     ($1,977)
                                      =======================================================================

</TABLE>

The volume/rate variance is allocated to the volume and rate categories based
upon the absolute value of volume and rate variances before the allocation.
<PAGE>

<TABLE>
<CAPTION>

SUMMARY OF FINANCIAL DATA

In Thousands, Except Per Share Amounts
Years Ended December 31
                                              1999         1998         1997         1996         1995
                                         -----------------------------------------------------------------
<S>                                      <C>          <C>          <C>          <C>          <C>
Total interest income                        $116,942     $111,255     $107,196     $100,785      $90,595
Total interest expense                         51,982       51,563       49,677       47,979       42,451
                                         -----------------------------------------------------------------
Net interest income                            64,960       59,692       57,519       52,806       48,144
Provision for loan losses                       3,451          972          300          414        6,047
                                         -----------------------------------------------------------------
Net interest income after
  provision for loan losses                    61,509       58,720       57,219       52,392       42,097
Non-interest income                            18,699       19,809       13,173       14,527       11,191
Other operating expenses                       48,507       49,735       44,422       44,577       41,844
                                         -----------------------------------------------------------------
Income before income taxes                     31,701       28,794       25,970       22,342       11,444
Income tax expense                              9,326        8,581        8,055        7,313        3,378
                                         -----------------------------------------------------------------
Net income                                    $22,375      $20,213      $17,915      $15,029       $8,066
                                         =================================================================
Per common share:
  Net income:
     Basic                                      $2.11        $1.92        $1.73        $1.46        $0.80
     Diluted                                     2.08         1.88         1.70         1.46         0.79
  Cash dividends declared                       0.854        0.792        0.714        0.631        0.553

<CAPTION>


December 31
                                              1999         1998         1997         1996         1995
                                         -----------------------------------------------------------------
<S>                                      <C>          <C>          <C>          <C>          <C>
Loans, net of unearned income              $1,063,949   $1,005,021     $891,075     $804,182     $748,565
Total assets                                1,744,706    1,594,763    1,509,579    1,420,933    1,313,987
Total deposits                                997,899      953,924      878,829      825,257      784,957
Advances from the Federal Home Loan Bank       68,389       74,862       63,165       69,042       75,109
Total shareholders' equity                    178,548      167,436      155,709      140,638      132,950

</TABLE>
<PAGE>

<TABLE>
<CAPTION>

QUARTERLY FINANCIAL DATA

In Thousands, Except                  1999                             1998                             1997
Per Share Amounts       --------------------------------------------------------------------------------------------------
                        First   Second  Third   Fourth   First   Second  Third   Fourth   First   Second  Third   Fourth
                        -------------------------------- -------------------------------- --------------------------------
<S>                     <C>     <C>     <C>     <C>      <C>     <C>     <C>     <C>      <C>     <C>     <C>     <C>
Total interest
  income                $28,241 $28,955 $29,365 $30,381  $28,016 $27,541 $28,021 $27,677  $26,391 $26,620 $26,606 $27,579
Total interest
  expense                12,887  12,929  12,792  13,374   13,293  12,798  12,908  12,564   12,497  12,384  12,162  12,634
Provision for
  loan losses               281   1,470     590   1,110     ---      500    ---      472     ---     ---     ---      300
Net interest income      ------  ------  ------  ------   ------  ------  ------  ------   ------  ------  ------  ------
  after provision for
  loan losses            15,073  14,556  15,983  15,897   14,723  14,243  15,113  14,641   13,894  14,236  14,444  14,645

Non-interest income       4,745   5,509   4,193   4,252    4,317   7,360   3,525   4,587    3,348   3,020   3,236   3,569
Other operating
  expenses               11,833  11,733  12,158  12,783   11,746  12,546  12,436  12,987   10,692  10,586  11,348  11,796

                         ------  ------  ------  ------   ------  ------  ------  ------   ------  ------  ------  ------
Income before
  income taxes            7,985   8,332   8,018   7,366    7,294   9,057   6,202   6,241    6,550   6,670   6,332   6,418
Income taxes              2,367   2,640   2,175   2,144    2,169   2,749   1,792   1,871    2,033   2,065   2,007   1,950
                         ------  ------  ------  ------   ------  ------  ------  ------   ------  ------  ------  ------
Net income               $5,618  $5,692  $5,843  $5,222   $5,125  $6,308  $4,410  $4,370   $4,517  $4,605  $4,325  $4,468
                         ======  ======  ======  ======   ======  ======  ======  ======   ======  ======  ======  ======
Per common share
 Net income
  Basic                   $0.53   $0.54   $0.55   $0.49    $0.49   $0.60   $0.42   $0.42    $0.44   $0.45   $0.42   $0.43
  Diluted                  0.52    0.53    0.54    0.48     0.48    0.58    0.41    0.41     0.44    0.44    0.41    0.42
                         ======  ======  ======  ======   ======  ======  ======  ======   ======  ======  ======  ======

</TABLE>
<PAGE>

MARKET FOR MIDAMERICA BANCORP'S STOCK AND
RELATED SECURITY HOLDER MATTERS


MidAmerica Bancorp's common stock is traded on the American Stock
Exchange (AMEX) under the symbol MAB.  As of December 31, 1999, the
total number of registered holders of the Company's common stock was
1002 and the closing price of the Company's common stock was $ 28.50.

Reliance Trust Company is the stock transfer agent, dividend disbursing
agent, and registrar for the common stock of the Company.

The tables below represent the high and low market prices for
MidAmerica Bancorp's common stock as reported by AMEX and the cash
dividends declared on  common stock, in each quarter of the last two
years.  Per share data has  been adjusted to reflect the effect of
stock dividends during the periods presented.


<TABLE>
<CAPTION>

                                                  Market Price
                                          --------------------------
1999              Cash Dividends Declared     High         Low
--------------------------------------------------------------------
<S>               <C>                         <C>          <C>
1st Quarter              $ .2135                $27.91       $22.63
2nd Quarter                .2135                 25.79        22.51
3rd Quarter                .2135                 25.12        22.33
4th Quarter                .2135                 34.63        22.69

<CAPTION>

                                                  Market Price
                                          --------------------------
1998              Cash Dividends Declared     High         Low
--------------------------------------------------------------------
<S>               <C>                         <C>          <C>
1st Quarter              $ .1980                $31.80       $29.13
2nd Quarter                .1980                 33.01        29.18
3rd Quarter                .1980                 31.55        23.00
4th Quarter                .1980                 28.28        21.60

</TABLE>
<PAGE>

Management's Statement on Financial Reporting

The Management of the Company is responsible for the integrity and
objectivity of the financial information presented in this Annual
Report.  Management has prepared the consolidated financial
statements in accordance with generally accepted accounting
principles, which involve the use of estimates and judgments where
appropriate.

To meet its responsibility, Management maintains a comprehensive
system of internal control to assure proper authorization of
transactions, safeguarding of assets and reliability of financial
records.  This system can provide only reasonable, not absolute,
assurance that errors and irregularities can be prevented or
detected.  The concept of reasonable assurance is based on the
recognition that the cost of a system of internal control must be
related to the benefits derived.

The Audit Committee of the Board of Directors reviews the systems of
internal control and financial reporting.  The Committee meets and
consults regularly with Management, the internal auditors, and the
independent auditors to review the scope and results of their work.

The accounting firm of KPMG LLP has performed an
independent audit of the Company's consolidated financial
statements.  The firm's report appears on the following page.


/s/Bertram W. Klein      /s/R. K. Guillaume         /s/Steven A. Small
Bertram W. Klein         R. K. Guillaume            Steven A. Small
Chairman of the Board    Chief Executive Officer    Chief Financial Officer and
                                                    Executive Vice President



<PAGE>

Independent Auditors' Report

The Board of Directors and Shareholders
MidAmerica Bancorp:

We have audited the accompanying consolidated balance sheets of
MidAmerica Bancorp and subsidiaries as of December 31, 1999
and 1998, and the related consolidated statements of income, changes
in shareholders' equity, comprehensive income, and cash flows for each of
the years in the three-year period ended December 31, 1999.  These
consolidated financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of MidAmerica Bancorp and subsidiaries as of December 31,
1999 and 1998, and the results of their operations and their cash
flows for each of the years in the three-year period ended December
31, 1999, in conformity with generally accepted accounting
principles.



/s/KPMG Peat Marwick LLP


Louisville, Kentucky
January 12, 2000
<PAGE>

<TABLE>
<CAPTION>

CONSOLIDATED BALANCE SHEETS

In Thousands, Except Share and Per Share Amounts
December 31
                                                                1999         1998
                                                            -----------  -----------
<S>                                                         <C>          <C>
ASSETS
Cash and due from banks                                        $41,478      $39,644
Securities purchased under agreements to resell                   -          35,000
Securities available for sale, amortized cost
    of $588,427 (1999) and $382,580 (1998)                     586,523      385,767
Securities held to maturity, market value
    of $4,001 (1999) and $84,013 (1998)                          4,018       83,998
Loans, net of unearned income                                1,063,949    1,005,021
Allowance for loan losses                                       (9,854)      (9,010)
                                                            -----------  -----------
  Loans, net                                                 1,054,095      996,011
Premises and equipment                                          21,822       21,854
Other assets                                                    36,770       32,489
                                                            -----------  -----------
    Total assets                                            $1,744,706   $1,594,763
                                                            ===========  ===========
LIABILITIES
Deposits:
  Non-interest bearing                                        $156,720     $165,072
  Interest bearing                                             841,179      788,852
                                                            -----------  -----------
  Total deposits                                               997,899      953,924

Securities sold under agreements to repurchase                 319,368      276,454
Federal funds purchased                                         42,390       12,090
Advances from the Federal Home Loan Bank                        68,389       74,862
Gift certificates outstanding                                  123,354       95,127
Accrued expenses and other liabilities                          14,758       14,870
                                                            -----------  -----------
    Total liabilities                                        1,566,158    1,427,327


SHAREHOLDERS' EQUITY
Preferred stock, no par value; authorized-750,000 shares;
   none issued                                                   ----         ----
Common stock, no par value; stated value $2.77 per share;
   authorized-15,000,000 shares; issued and outstanding -
   10,642,873 shares (1999); 10,246,157 shares (1998)           29,515       28,416
Additional paid-in capital                                     133,038      123,905
Retained earnings                                               17,233       13,043
Accumulated other comprehensive income (loss)                   (1,238)       2,072
                                                            -----------  -----------
    Total shareholders' equity                                 178,548      167,436
                                                            -----------  -----------
    Total liabilities and shareholders' equity              $1,744,706   $1,594,763
                                                            ===========  ===========

See notes to consolidated financial statements.

</TABLE>
<PAGE>

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF INCOME

In Thousands, Except Per Share Amounts
Years Ended December 31
                                                                  1999         1998         1997
                                                               ----------   ----------   ----------
<S>                                                              <C>          <C>          <C>
INTEREST INCOME
Interest and fees on loans                                       $91,587      $86,503      $77,820
Interest and dividends on:
  Taxable securities                                              18,089       15,587       20,249
  Tax exempt securities                                            2,863        2,850        2,656
Interest on federal funds sold                                       236          526        1,072
Interest on securities purchased under agreements to resell        4,167        5,789        5,399
                                                               ----------   ----------   ----------
    Total interest income                                        116,942      111,255      107,196
INTEREST EXPENSE
Interest on deposits                                              33,513       34,478       32,434
Interest on federal funds purchased and
  securities sold under agreements to repurchase                  14,175       12,744       13,160
Interest on Federal Home Loan Bank advances                        4,294        4,341        4,083
                                                               ----------   ----------   ----------
    Total interest expense                                        51,982       51,563       49,677
                                                               ----------   ----------   ----------
NET INTEREST INCOME                                               64,960       59,692       57,519
PROVISION FOR LOAN LOSSES                                          3,451          972          300
                                                               ----------   ----------   ----------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES               61,509       58,720       57,219
NON-INTEREST INCOME
Income from trust department                                       2,898        2,465        1,363
Service charges on deposit accounts                                5,999        5,541        5,078
Gift certificate and money order fees                              2,298          952        2,709
Securities gains                                                      24           40           59
Gain on sale of money order subsidiary                                --        4,588           --
Other                                                              7,480        6,223        3,964
                                                               ----------   ----------   ----------
    Total non-interest income                                     18,699       19,809       13,173
OTHER OPERATING EXPENSES
Salaries and employee benefits                                    28,857       28,447       25,885
Occupancy expense                                                  3,218        3,013        3,100
Furniture and equipment expenses                                   4,555        4,249        4,607
Other                                                             11,877       14,026       10,830
                                                               ----------   ----------   ----------
    Total other operating expenses                                48,507       49,735       44,422
                                                               ----------   ----------   ----------
INCOME BEFORE INCOME TAXES                                        31,701       28,794       25,970
INCOME TAX EXPENSE                                                 9,326        8,581        8,055
                                                               ----------   ----------   ----------
NET INCOME                                                       $22,375      $20,213      $17,915
                                                               ==========   ==========   ==========

WEIGHTED AVERAGE SHARES OUTSTANDING
     BASIC                                                        10,616       10,521       10,396
     DILUTED                                                      10,769       10,738       10,577
                                                               ==========   ==========   ==========

NET INCOME PER COMMON SHARE
     BASIC                                                         $2.11        $1.92        $1.73
     DILUTED                                                        2.08         1.88         1.70
                                                               ==========   ==========   ==========

See notes to consolidated financial statements.

</TABLE>
<PAGE>

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

In Thousands, Except Share and Per Share Amounts
Years Ended December 31, 1999, 1998 and 1997

                                      Common     Common  Additional                    Other          Total
                                       Stock      Stock     Paid-in   Retained Comprehensive   Shareholders'
                                      Shares     Amount     Capital   Earnings  Income (Loss)        Equity
                                  --------------------------------------------------------------------------
<S>                               <C>         <C>        <C>        <C>        <C>            <C>
Balance, January 1, 1997           9,425,803    $26,144   $104,932     $8,093        $1,469        $140,638
Net income                                                             17,915                        17,915
Cash dividends declared,                                                    0
  ($0.714 per share)                                                   (7,441)                       (7,441)
Stock dividend declared              287,159        795      7,999     (8,794)                          ---
Stock options exercised,
   including related tax benefits    165,841        460      2,251                                    2,711
Change in accumulated other
   comprehensive income (loss)                                                        1,886           1,886
                                  --------------------------------------------------------------------------
Balance, December 31, 1997         9,878,803     27,399    115,182      9,773         3,355         155,709
Net income                                                             20,213                        20,213
Cash dividends declared,
  ($0.792 per share)                                                   (8,345)                       (8,345)
Stock dividend declared              297,785        824      7,774     (8,598)                          ---
Stock options exercised,
  including related tax benefits      69,569        193        949                                    1,142
Change in accumulated other
   comprehensive income (loss)                                                       (1,283)         (1,283)
                                  --------------------------------------------------------------------------
Balance, December 31, 1998        10,246,157     28,416    123,905     13,043         2,072         167,436
Net income                                                             22,375                        22,375
Cash dividends declared,
  ($0.854 per share)                                                   (9,072)                       (9,072)
Stock dividend declared              309,545        858      8,255     (9,113)                          ---
Stock options exercised,
  including related tax benefits      87,171        241        878                                    1,119
Change in accumulated other
   comprehensive income (loss)                                                       (3,310)         (3,310)
                                  --------------------------------------------------------------------------
Balance, December 31, 1999        10,642,873    $29,515   $133,038    $17,233       ($1,238)       $178,548
                                  ==========================================================================

See notes to consolidated financial statements.

</TABLE>

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

In thousands
Years Ended December 31

                                                              1999       1998          1997
                                                         ---------- ---------- -------------
<S>                                                      <C>        <C>        <C>
Net Income                                                 $22,375    $20,213       $17,915

Other comprehensive income (loss), net of tax:
   Unrealized gains (losses)
      on securities available for sale:
        Unrealized holding gains (losses) arising
          during the period                                 (3,294)    (1,297)        1,848
        Less reclassification adjustment for
          gains included in net income                         (16)       (26)          (38)
                                                         -----------------------------------
                                                            (3,310)    (1,323)        1,810
   Pension liability adjustment                               ---          40            76
                                                         -----------------------------------
Other comprehensive income (loss)                           (3,310)    (1,283)        1,886
                                                         -----------------------------------
COMPREHENSIVE INCOME                                       $19,065    $18,930       $19,801
                                                         ===================================

See notes to consolidated financial statements.

</TABLE>
<PAGE>

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF CASH FLOWS

In Thousands
Years Ended December 31
                                                                1999          1998         1997
                                                             -----------   ----------   ----------
<S>                                                          <C>           <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                      $22,375      $20,213      $17,915
Adjustments to reconcile net income to net cash
   provided by operating activities:
  Depreciation, amortization and accretion, net                   3,539        5,805        4,256
  Provision for loan losses                                       3,451          972          300
  Federal Home Loan Bank stock dividends                         (1,202)      (1,139)      (1,060)
  Securities gains                                                  (24)         (40)         (59)
  Gain on sale of money order subsidiary                           ---        (4,588)         ---
  Gain on sales of other real estate                             (1,381)      (1,172)         (74)
  Deferred taxes                                                    160         (315)         580
  Increase in interest receivable                                (1,897)      (2,222)        (524)
  Decrease (increase) in other assets                            (4,502)      (4,294)         959
  Increase (decrease) in accrued expenses
     and other liabilities                                        1,626         (887)       1,231
                                                             -----------   ----------   ----------
    Net cash provided by operating activities                    22,145       12,333       23,524

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of securities available for sale                 (1,176,329)    (197,212)    (212,434)
  Proceeds from maturities of securities available for sale     954,914      206,160       96,250
  Proceeds from sales of securities available for sale           16,275       10,206       45,181
  Purchases of securities held to maturity                         (501)     (83,724)    (106,781)
  Proceeds from maturities of securities held to maturity        80,500       77,500       70,000
  Proceeds from sale of money order subsidiary                     ---         8,134          ---
  Proceeds from sales of premises and equipment                      45          119          257
  Purchases of premises and equipment                            (2,998)      (3,676)      (3,407)
  Proceeds from sales of other real estate                        3,813        8,226        3,570
  Net increase in loans                                         (61,904)    (115,795)     (96,540)
                                                             -----------   ----------   ----------
    Net cash used in investing activities                      (186,185)     (90,062)    (203,904)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net increase in deposits                                       43,975       75,095       53,572
  Net increase (decrease) in securities sold
    under agreements to repurchase                               42,914       (8,046)      (1,448)
  Net increase (decrease) in federal funds purchased             30,300       12,090       (4,000)
  Advances from the Federal Home Loan Bank                         ---        26,216          ---
  Repayment of advances from the Federal Home Loan Bank          (6,473)     (14,519)      (5,877)
  Increase in gift certificates and money
    orders outstanding                                           28,227       23,036       28,076
  Stock options exercised                                         1,003          944        2,316
  Dividends paid                                                 (9,072)      (8,345)      (7,441)
                                                             -----------   ----------   ----------
    Net cash provided by financing activities                   130,874      106,471       65,198
                                                             -----------   ----------   ----------
Net increase (decrease) in cash and cash equivalents            (33,166)      28,742     (115,182)
Cash and cash equivalents at beginning of year                   74,644       45,902      161,084
                                                             -----------   ----------   ----------
Cash and cash equivalents at end of year                        $41,478      $74,644      $45,902
                                                             ===========   ==========   ==========

See notes to consolidated financial statements.

</TABLE>
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

MidAmerica Bancorp is a bank and savings and loan holding
company whose primary subsidiary is Bank of
Louisville (the Bank).  Other subsidiaries
include Bank of Louisville, FSB and MidAmerica Gift
Certificate Company.   The Company is primarily engaged in commercial
and personal banking activities and trust services. Banking
activities are conducted predominantly in Jefferson County,
Kentucky and surrounding communities.

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period.  Actual results could differ from those estimates.

Principles of Consolidation -- The consolidated financial
statements include the accounts of MidAmerica Bancorp and its
wholly-owned subsidiaries (the Company).  Significant
intercompany accounts have been eliminated in consolidation.
Certain prior year amounts have been reclassified to conform with
current classifications.

Securities -- Debt securities are classified as securities held
to maturity and carried at amortized cost if management has the
positive intent and ability to hold the securities to maturity.
Securities purchased with the intention of recognizing short-term
profits are placed in a trading account and are carried at market
value with unrealized gains or losses reported in income.
Securities not classified as securities held to maturity or
trading and which may be sold in response to or in anticipation
of changes in interest rates or based on other factors are
designated as securities available for sale and are carried at
fair value with unrealized holding gains or losses, net of tax
effects, reflected in shareholders' equity.    Amortization of
premiums and accretion of discounts are recorded on the interest
method.  The specific identification method is used in
determining gains and losses on the sale of securities.

Loans and Allowance for Loan Losses -- Loans are reported at the
principal balance outstanding, net of unearned income and
deferred loan fees.  Interest on loans and amortization of
unearned income and deferred loan fees are computed by methods
which result in level rates of return.  Generally, the accrual of
interest on loans, including impaired loans,  is discontinued
when it is determined that the collection of interest or
principal is doubtful, or when a default of interest or principal
has existed for 90 days or more, unless such loan is well secured
and in the process of collection. Cash payments received on
nonaccrual loans generally are applied against principal, and
interest income is only recorded once principal recovery is
reasonably assured.  Loans are not reclassified as accruing until
principal and interest payments are brought current and future
payments appear reasonably certain.

The allowance for loan losses is maintained at a level adequate
to absorb estimated probable credit losses.  Management
determines the adequacy of the allowance based upon reviews of
individual credits, evaluation of the risk characteristics of the
loan portfolio, including the impact of current economic
conditions on the borrowers' ability to repay, past collection
and loss experience and such other factors, which, in
management's judgment, deserve current recognition.  The
allowance for loan losses is increased by charges to operating
earnings and reduced by charge-offs, net of recoveries.

Loans are classified as impaired when it is probable that
the Company will be unable to collect contractual interest and
principal according to the terms of the loan agreement.  The
allowance for loan losses related to impaired loans is based on
discounted cash flows at the loan's initial effective interest
rate or the fair value of collateral for collateral dependent
loans.  Generally, impaired loans are also in non-accrual status.
In certain instances, however, the Company may continue to
accrue interest on an impaired loan.  The Company does not
apply the impairment criteria to individual loans which are
part of a large group of smaller-balance homogeneous loans,
such as residential and consumer loans.  Such loans are
collectively evaluated for impairment.

Premises and Equipment -- Premises and equipment are stated at
cost less accumulated depreciation and amortization.
Depreciation is computed over the estimated useful lives of the
assets or lease term, if shorter, on the straight line method.

Other Assets -- Included in other assets is real estate acquired
in settlement of loans which is carried at the lower of cost or
fair value minus estimated disposition costs.  Any write-downs at
the date of acquisition are charged to the allowance for loan
losses.  Expenses incurred in maintaining assets, subsequent
write-downs to reflect declines in value, and realized gains or
losses are reflected in operations.

Income Taxes -- The Company utilizes the asset and liability
method of accounting for income taxes.  The amounts provided for
income taxes are based upon the amounts of current and deferred
taxes payable or refundable at the date of the financial
statements as measured by the provisions of enacted laws and tax
rates.

Interest Rate Swap Contracts -- The Company uses interest rate
swap contracts to manage its sensitivity to interest rate risk.
Interest income is accrued over the life of the swap agreements.
The fair market value of these instruments is not included in
the consolidated financial statements.

Net Income Per Common Share -- Basic net income per common  share
is determined by dividing net income by the weighted average
number of shares of common stock outstanding.  Diluted net income
per share is determined by dividing net income by the weighted
average number of shares of common stock outstanding plus the
weighted  average number of shares that would be issued upon
exercise of  dilutive options assuming proceeds are used to
repurchase shares pursuant to the  treasury stock method.

Recently Issued Financial Accounting Standards -- Statement of
Financial Accounting Standards No. 133, "Accounting for
Derivative  Instruments and Hedging Activities" (Statement 133) was
issued by the Financial Accounting Standards Board in June 1998.
During 1999, Statement of Financial Accounting Standards No. 137,
Accounting for Derivative Instruments and Hedging Activites - Deferral
of the Effective Date of FASB Statement No. 133" was issued, and the
effective date of Statement 133 was delayed one year.
Statement 133 standardizes the accounting for derivative instruments
and will be effective for the Company on January 1, 2001.  Statement
133 currently would apply to the Company's interest rate swap
contracts.  Under the  standard, entities are required to carry all
derivative instruments on the balance sheet at fair value.  The
accounting for changes in the fair value (i.e. gains or losses) of a
derivative instrument depends on whether it has been designated and
qualifies as part of a hedging relationship and, if so on the reason
for holding it.  If certain conditions are met, entities may elect to
designate a derivative instrument as a hedge of exposures to changes
in fair value, cash  flows, or foreign currencies.  If the hedged
exposure is a fair value exposure, the gain or loss on the derivative
instrument is recognized in earnings in the period of change together
with the offsetting loss or gain on the hedged item attributable to
the risk being hedged.  If the hedged exposure is a cash flow
exposure, the effective portion of  the gain or loss on the
derivative instrument is reported initially as a component of other
comprehensive income (outside earnings) and  subsequently
reclassified into earnings when the forecasted transaction affects
earnings.  Any amounts excluded from the assessment of hedge
effectiveness as well as the ineffective portion of the gain or loss
is reported in earnings immediately.  Accounting for foreign currency
hedges is similar to the accounting for fair value and cash flow
hedges. If the derivative instrument is not designated as a hedge,
the gain or loss is recognized in earnings in the period of change.
<PAGE>

B. CASH FLOWS

For purposes of the consolidated statements of cash flows, cash and cash
equivalents include cash on hand, amounts due from banks,
and securities purchased under agreements to resell. Certain activities of
the Company, such as the acquisition of property in exchange for
release of indebtedness, do not result in cash receipts or payments
and, therefore, are not presented in the consolidated statements of cash flows.

During 1999, 1998 and 1997, cash paid for income taxes
amounted to $9.7 million, $8.4 million and $5.7 million,
respectively, and cash paid for interest was $51 million,
$53 million and $50 million, respectively. Loans transferred
to other assets were $369,000 in 1999, $678,000 in 1998,
and $9.4 million in 1997.
<PAGE>

C. SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL

The Company enters into purchases of U.S. Treasury and U.S. government agency
securities under agreements to resell such securities.  The amounts advanced
under these agreements represent short-term loans and are reflected as a
receivable on the consolidated balance sheets.  The securities are  delivered
to third-party custodians' accounts designated by the Company under a written
custodial agreement that explicitly recognizes the Company's interest in these
securities.  Securities purchased under agreements to resell averaged
$84 million during 1999 with an average yield of 4.94% and averaged
$105 million during 1998 with an average yield of 5.50%.  The maximum
month-end balance outstanding during 1999 and 1998 was $235  million and
$178 million, respectively.
<PAGE>

D. SECURITIES

The amortized cost and market value of securities available for sale follows:

<TABLE>
<CAPTION>

In Thousands                                      December 31, 1999                       December 31, 1998
                                    --------------------------------------- ---------------------------------------
                                    Amortized      Unrealized       Market  Amortized      Unrealized       Market
                                         Cost    Gains    Losses     Value       Cost    Gains    Losses     Value
                                    --------------------------------------- ---------------------------------------
<S>                                 <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
U.S. Treasury and
 U.S. government agencies           $317,316       $63      $273  $317,106  $159,821      $595        $1  $160,415
Collateralized mortgage obligations  184,896       152     2,318   182,730   148,524       675     2,229   146,970
States and political subdivisions     52,448       836       366    52,918    50,609     4,129        --    54,738
Corporate obligations                 13,110         2        --    13,112     4,634        18        --     4,652
Equity securities                     20,657        --        --    20,657    18,992        --        --    18,992
                                    --------------------------------------- ---------------------------------------
                                    $588,427    $1,053    $2,957  $586,523  $382,580    $5,417    $2,230  $385,767
                                    ======================================= =======================================
</TABLE>

<TABLE>
<CAPTION>

The amortized cost and market value of securities held to maturity follows:

In Thousands                                    December 31, 1999                       December 31, 1998
                                    --------------------------------------- ---------------------------------------
                                    Amortized      Unrealized       Market  Amortized      Unrealized       Market
                                         Cost    Gains    Losses     Value       Cost    Gains    Losses     Value
                                    --------------------------------------- ---------------------------------------
<S>                                 <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
U.S. Treasury and
 U.S. government agencies             $4,018        $1       $18    $4,001   $83,998       $22        $7   $84,013
                                    ======================================= =======================================
</TABLE>

A summary of debt securities at December 31, 1999 based on scheduled
maturities is shown in the table below.  Actual maturities may differ
from scheduled maturities because issuers may have the right to call
or prepay obligations with or without prepayment penalties.
Collateralized mortgage obligations are assigned to maturity categories
based on expected cash flows.

<TABLE>
<CAPTION>

In Thousands                                             Securities Available for Sale  Securities Held to Maturity
                                                        ----------------------------- -----------------------------
                                                        Amortized             Market  Amortized             Market
                                                             Cost              Value       Cost              Value
                                                        ----------------------------- -----------------------------
<S>                                                     <C>                 <C>       <C>                 <C>
Due within one year                                     $338,672            $338,480    $3,517              $3,503
Due after one year through five years                    157,127             155,538       501                 498
Due after five years through ten years                    30,132              29,502        --                  --
Due after ten years                                       41,839              42,346        --                  --
                                                        ----------------------------- -----------------------------
                                                        $567,770            $565,866    $4,018              $4,001
                                                        ============================= =============================
</TABLE>

Gross realized gains and losses on sales of securities available for sale
were $24,000, and $0, respectively, in 1999, $40,000, and $0,
respectively, in 1998, and $146,000 and $87,000, respectively, in 1997.
Securities with a book value of $377,842,000 and $300,559,000 at December
31, 1999 and 1998, respectively, were pledged to secure public and trust
deposits, repurchase agreements and for other purposes.
<PAGE>

E. LOANS

The composition of loans follows:

<TABLE>
<CAPTION>

In Thousands
December 31
                                                          1999          1998
                                                    ------------  ------------
       <S>                                         <C>           <C>
       Commercial and financial                         $505,963      $457,682
       Real estate - construction and development         75,117        77,349
       Real estate - residential mortgages               321,568       336,365
       Consumer                                           57,972        62,682
       Indirect automobile                               103,329        70,943
                                                    ------------  ------------
                                                      $1,063,949    $1,005,021
                                                    ============  ============
</TABLE>


Loans outstanding and unfunded commitments are primarily concentrated in
the Company's market area which encompasses Jefferson County, Kentucky and
surrounding communities.  The Company's credit exposure is diversified,
with secured and unsecured loans to consumers, small businesses and large
corporations.  Although the Company has a diversified loan portfolio, the
ability of customers to honor loan commitments is based, in part, on the
economic stability of the geographic region and/or industry in which they
do business.

At December 31, 1999 and 1998, the recorded investment in impaired loans
was $4.969 and $3.578 million, respectively.  Included in impaired loans
at December 31, 1999 is $4.237 million of impaired loans for which the
related allowance for loan losses is $1.406 million. Included in impaired
loans at December 31, 1998 were $3.022 million of impaired loans for which the
related allowance for loan losses was $1.210 million.  The average recorded
investment in impaired loans during 1999 and 1998 was approximately
$4.603 and $2.448 million, respectively. For the years ended December 31,
1999, 1998 and 1997, the Company recognized interest income on impaired
loans of $309,000 , $119,000 and $129,000, respectively, using the cash
basis method of income recognition.  Interest income of $509,000,
$284,000 and $198,000 would have been recognized on impaired loans in
1999, 1998 and 1997, respectively, if these loans were performing under
original terms.
<PAGE>

F. ALLOWANCE FOR LOAN LOSSES

Activity in the allowance for loan losses follows:

<TABLE>
<CAPTION>
In Thousands
                                         1999      1998      1997
                                     ------------------------------
      <S>                            <C>       <C>       <C>
      Balance, January 1                $9,010    $9,209    $9,167

      Loans charged-off                 (3,030)   (1,355)     (621)
      Recoveries                           423       184       363
                                     ------------------------------
      Net loans charged-off             (2,607)   (1,171)     (258)

      Provision for loan losses          3,451       972       300
                                     ------------------------------
      Balance, December 31              $9,854    $9,010    $9,209
                                     ==============================

</TABLE>
<PAGE>

G. PREMISES AND EQUIPMENT AND LEASE COMMITMENTS

A summary of premises and equipment follows:

<TABLE>
<CAPTION>
In Thousands
December 31
                                                         1999         1998
                                                      ----------------------
      <S>                                             <C>          <C>
      Land                                              $4,872       $4,872
      Buildings and leasehold improvements              15,307       14,094
      Furniture and equipment                           20,137       19,050
                                                      ----------------------
                                                        40,316       38,016
      Less accumulated depreciation and amortization    18,494       16,162
                                                      ----------------------
                                                       $21,822      $21,854
                                                      ======================

</TABLE>

At December 31, 1999, the Company was obligated under long-term operating
leases covering various premises and equipment.  The Company's main
office and most branch office lease agreements contain renewal options.

Rental expense was $1,164,000, $1,059,000 and $1,145,000 for 1999,
1998 and 1997, respectively.

Minimum rental commitments under noncancelable leases in future years are
as follows:
<TABLE>
<CAPTION>
In Thousands
Year Ending December 31

      <S>                                 <C>
      2000                                     $1,189
      2001                                      1,140
      2002                                      1,137
      2003                                      1,089
      2004                                        919
      Thereafter                                3,124
      ================================================
</TABLE>
<PAGE>

H. INCOME TAXES

The provision for income taxes consists of the following:

<TABLE>
<CAPTION>

In Thousands
Years ended December 31
                                                                     1999     1998     1997
                                                                  ---------------------------
         <S>                                                      <C>      <C>      <C>
         Income taxes applicable to operations:
         Current:
           Federal                                                  $8,830   $8,313   $7,196
           State                                                       336      583      279
                                                                  ---------------------------
                                                                     9,166    8,896    7,475

         Deferred                                                      160     (315)     580
                                                                  ---------------------------
         Total applicable to operations                              9,326    8,581    8,055

         Charged (credited) to components of shareholders' equity:
           Net unrealized securities gains (losses)                 (1,782)    (713)     976
           Stock options exercised                                    (116)    (198)    (395)
           Pension liability adjustment                               -          21       41
                                                                  ---------------------------
         Total income taxes                                         $7,428   $7,691   $8,677
                                                                  ===========================

</TABLE>

The provision for income taxes in the consolidated statements of income
is reconciled to the federal statutory rate as follows:

<TABLE>
<CAPTION>

                                                                     1999     1998     1997
                                                                  ---------------------------
         <S>                                                      <C>      <C>      <C>
         Tax at federal statutory rate                                35.0%    35.0%    35.0%
         Tax exempt interest income                                   (3.8)    (4.0)    (4.5)
         Non-deductible expenses                                       0.7      0.6      0.6
         Other, net                                                   (2.5)    (1.8)    (0.1)
                                                                  ---------------------------
                                                                      29.4%    29.8%    31.0%
                                                                  ===========================

</TABLE>

The principal types of basis differences between assets and liabilities for
financial reporting and tax return purposes which give rise to deferred taxes
relate to the following:

<TABLE>
<CAPTION>

In Thousands
December 31
                                                                             1999     1998
                                                                           ------------------
         <S>                                                               <C>      <C>
         Deferred tax assets:
            Allowance for loan losses                                        $3,457   $3,161
            Deferred compensation                                               428      383
            Mark-to-market adjustments related to securities                    649     -
            Pension                                                             652      509
            Other                                                               992      860
                                                                           ------------------
           Total deferred tax assets                                          6,178    4,913
                                                                           ------------------

         Deferred tax liabilities:
            Lease accounting                                                  1,952    1,739
            Depreciation                                                        970      983
            Mark-to-market adjustments related to securities                   -       1,004
            Federal Home Loan Bank stock dividends                            2,286    1,866
            Other                                                               543      387
                                                                           ------------------
           Total deferred tax liabilities                                     5,751    5,979
                                                                           ------------------
         Net deferred tax asset (liability)                                    $427  ($1,066)
                                                                           ==================
</TABLE>

Based upon historical and projected levels of taxable income, management
believes it is more likely than not that the Company will realize the
income tax benefits of its deductible temporary differences.  Accordingly,
no valuation allowance for deferred tax assets was recorded at December 31,
1999 and 1998.

Income taxes are net of low income housing tax credits recognized of
$720,000 in 1999, $602,000 in 1998 and $69,000 in 1997.
<PAGE>

I. DEPOSITS

A summary of deposits follows:

<TABLE>
<CAPTION>
In thousands
December 31
                                                        1999       1998
                                                        ---------  ---------
<S>                                                    <C>        <C>
Interest bearing demand deposits                        $180,634   $194,849
Savings deposits                                         163,589    145,021
Time and savings deposits $100,000 and over              130,445     92,908
All other time deposits                                  366,511    356,074
                                                        ---------  ---------
     Total interest bearing deposits                     841,179    788,852
Non-interest bearing deposits                            156,720    165,072
                                                        ---------  ---------
     Total deposits                                      997,899    953,924
                                                        =========  =========
</TABLE>

Maturities of certificates of deposits at December 31, 1999,
were $322 million less than one year, $150 million
1 - 5 years and $1 million over 5 years.

<PAGE>

J.  SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

The Company enters into sales of securities under agreements to
repurchase which are treated as financings.  The obligation to
repurchase securities sold is reflected as a liability and the
assets underlying the agreements remain in the respective
securities account.  Information concerning securities sold
under agreements to repurchase is summarized as follows:

<TABLE>
<CAPTION>

                                                December 31, 1999                                 December 31, 1998
Dollars In Thousands            ------------------------------------------------  -------------------------------------------------
                                        Asset Sold         Repurchase Liability           Asset Sold          Repurchase Liability
                                ------------------------- ----------------------  -------------------------  ----------------------
                                                                       Weighted                                           Weighted
                                                                        Average                                            Average
                                  Carrying      Market                 Interest     Carrying      Market                  Interest
Maturity/Type of Asset             Amount       Value        Amount      Rate        Amount       Value         Amount      Rate
                                ------------ ------------ ------------ ---------  ------------ ------------  ------------ ---------
<S>                             <C>          <C>          <C>          <C>        <C>          <C>           <C>          <C>
Overnight to 30 Days
  U.S. Treasury and
  government agencies              $313,402     $315,074     $311,531      4.48%     $269,401     $270,930      $268,239      4.45%

Over 90 Days
  U.S. Treasury and
  government agencies                 8,517        8,515        7,837      5.40%        8,975        9,053         8,215      5.50%
                                ------------ ------------ ------------ ---------  ------------ ------------  ------------ ---------
                                   $321,919     $323,589     $319,368      4.50%     $278,376     $279,983      $276,454      4.48%
                                ============ ============ ============ =========  ============ ============  ============ =========
</TABLE>

                                                  1999         1998
                                             ------------ ------------
Average balance during the year                 $267,805     $246,585

Average interest rate during the year               4.60%        4.99%

Maximum month-end balance during the year       $325,404     $330,308
<PAGE>

K. ADVANCES FROM THE FEDERAL HOME LOAN BANK AND YEAR 2000 CREDIT FACILITY

The Bank is a member of the Federal Home Loan Bank of Cincinnati (FHLB) and,
accordingly, is eligible to borrow from the FHLB.  The Bank pledges certain
first mortgage loans as collateral for these advances.  The aggregate balance
in these mortgages must equal 150% of the advances outstanding.  At December 31,
1999, the Company's eligible collateral provided a borrowing limit of
approximately $104 million. Certain information with respect to outstanding
advances from the FHLB is summarized below:

<TABLE>
<CAPTION>

Dollars In Thousands

                                                     Weighted
                                                     Average
                                                     Interest
         Year of Maturity                 Amount       Rate
         --------------------------------------------------------
         <S>                           <C>          <C>
         2000                                 $174        5.77 %
         2002 - 2007                        21,195        5.81
         2008 - 2012                        43,038        5.91
         2013 - 2014                         3,982        7.10
                                       ------------ -----------
                                           $68,389        5.95 %
                                       ============ ===========

</TABLE>

Scheduled principal repayments on advances from the FHLB are $7,018,000,
$7,255,000, $7,402,000, $5,880,000, and $3,748,000 for 2000 through 2004,
respectively, and $37,086,000 thereafter.

In 1999, the Bank participated in the Federal Reserve Bank's special lending
program to accommodate liquidity needs during the century date change period.
The credit facility is available until April 7, 2000.  There were no amounts
borrowed under this credit facility during 1999.  The Bank has granted the
Federal Reserve Bank of St. Louis a security interest in certain loans
aggregating $331 million, which provide a borrowing base of approximately
$282 million.
<PAGE>

L. EMPLOYEE BENEFIT PLANS

The Company has a defined benefit pension plan covering substantially all of
its employees.  The Company also sponsors an unfunded non-qualified excess
benefit plan covering certain executive officers.

The following table sets forth the plans' funded status and amounts
recognized in the Company's consolidated balance sheets:

<TABLE>
<CAPTION>

In Thousands
December 31
                                                                                              1999       1998
                                                                                         ----------------------
       <S>                                                                                 <C>        <C>
       Change in benefit obligation:
          Benefit obligation at beginning of year                                           $14,727    $11,977
          Service cost                                                                        1,089        912
          Interest cost                                                                       1,022        900
          Actuarial (gain) loss                                                              (1,994)     1,686
          Benefits paid                                                                      (1,239)      (748)
          Settlement                                                                            133          --
                                                                                         ----------------------

          Benefit obligation at end of year                                                  13,738     14,727
                                                                                         ----------------------

       Change in plan assets:
          Fair value of plan assets at beginning of year                                     10,689     10,012
          Actual return on plan assets                                                          378        807
          Company contributions                                                               1,232        618
          Benefits paid                                                                      (1,239)      (748)
                                                                                         ----------------------
          Fair value of plan assets at end of year                                           11,060     10,689
                                                                                         ----------------------

       Funded status                                                                         (2,678)    (4,038)
       Unrecognized actuarial loss                                                            1,031      2,960
       Unrecognized prior service cost                                                           84        100
       Unrecognized net asset at transition                                                    (295)      (476)
                                                                                         ----------------------
       Accrued pension cost                                                                 ($1,858)   ($1,454)
                                                                                         ======================
       Weighted average assumptions as of December 31:
          Discount rate                                                                        7.75%      6.75%
          Expected return on plan assets                                                       7.00%      7.00%
          Rate of compensation increase                                                        4.25%      4.25%
</TABLE>
Net pension expense for 1999, 1998, and 1997 included the following components:

<TABLE>
<CAPTION>
In Thousands
Years ended December 31
                                                                                   1999       1998       1997
                                                                              ---------------------------------
       <S>                                                                      <C>        <C>        <C>
       Service cost-benefits earned during the period                             (1,089)      (912)      (696)
       Interest cost on projected benefit obligation                              (1,022)      (900)      (896)
       Expected return on plan assets                                                738        694        745
       Amortization of prior service cost, transition asset, and
         actuarial loss                                                                7         63        153
                                                                              ---------------------------------
       Net pension expense                                                        (1,366)    (1,055)      (694)
                                                                              =================================
</TABLE>
The projected benefit obligation and accumulated benefit obligation for the
unfunded non-qualified excess benefit plan were $1,195,000 and $665,000, as
of December 31, 1999, respectively and $1,098,000 and $540,000, respectively
as of December 31, 1998.

In 1999 and 1997, a portion of the unfunded plan's obligations were settled
by lump sum payments of $487,000 and $1.1 million, respectively resulting in
the recognition of settlement losses of $270,000 and $298,000, respectively.

The Company does not have a significant commitment to pay post-retirement or
post-employment benefits other than pension benefits.

The Company also offers a defined contribution employee stock ownership plan.
The Company's contributions to this plan were $566,000, $652,000, and $585,000
for 1999, 1998, and 1997, respectively.

The Company has incentive stock option plans under which shares of common
stock have been reserved for the granting of stock options to certain key
employees of the Company.   The Company applies APB Opinion No.25 and
related Interpretations in accounting for these plans.  No
compensation expense has been recognized for these fixed stock option plans.
Had compensation cost for the Company's stock options granted in 1999, 1998 and
1997 been determined under the fair value approach described in FASB Statement
No. 123, "Accounting for Stock-Based Compensation", the Company's net income
and earnings per share would have been reduced to the pro forma amounts
indicated below:

<TABLE>
<CAPTION>

In Thousands, Except Per Share Amounts
Years ended December 31
                                                             1999       1998       1997
                                                        ---------------------------------
       <S>                                              <C>        <C>        <C>
       Net income                 As Reported              $22,375    $20,213    $17,915
                                  Pro forma                 21,908     19,899     17,841

       Basic net income           As Reported                $2.11      $1.92      $1.73
         per share                Pro forma                   2.06       1.89       1.72

       Diluted net                As Reported                $2.08      $1.88      $1.70
         income per share         Pro forma                   2.03       1.85       1.69

</TABLE>

The fair values of the option grants are estimated on the date of grant using
the Black-Scholes option-pricing model with the following weighted-average
assumptions used for grants in 1999, 1998 and 1997, respectively: dividend
yields of 3.42%, 2.56% and 3.63%; expected volatility of 23%, 21% and 16%;
risk-free interest rates of 4.73%, 5.59% and 6.64%; and expected lives of
6.11, 6.50 and 6.50 years.

The plans provide that the option price shall not be less than the fair market
value of the stock at the effective date the options are granted, and that the
term of the options shall not be more than ten years from the date of the
grant.  Options are exercisable ratably over a four year period.  Options
granted under the plans prior to 1997 were exercisable one year after the date
of the grant.  Shares available for future grants were 635,032 at December
31, 1999.

A summary of the status of the Company's incentive stock option plans as of
December 31, 1999, 1998, and 1997 and changes during the years ended on those
dates is presented below:

<TABLE>
<CAPTION>

                                                      1999                  1998                  1997
                                             ---------- ---------- ---------- ---------- ---------- ----------
                                                         Weighted              Weighted              Weighted
                                                          Average               Average               Average
                                                Shares     Price      Shares     Price      Shares     Price
                                             ------------------------------------------------------------------
       <S>                                   <C>        <C>        <C>        <C>        <C>        <C>
       Outstanding at January 1                 824,823   $18.35      707,206   $14.45      770,205   $13.38
         Granted                                188,622    25.27      205,422    30.42      127,783    18.94
         Expired                                (22,933)   27.60       (9,995)   23.37       (5,247)   14.52
         Exercised                             (110,573)   13.75      (77,810)   13.76     (185,535)   13.11
       Outstanding at December 31            -----------           -----------           -----------
                                                879,939   $20.18      824,823   $18.35      707,206   $14.45
                                             ===========           ===========           ===========

       Exercisable at December 31               508,872               532,841               579,423
                                             ===========           ===========           ===========
       Weighted-average fair value
         of options granted                       $5.20                 $7.47                 $3.59
                                             ===========           ===========           ===========

</TABLE>

The following table summarizes information about incentive stock options
outstanding at December 31, 1999:

<TABLE>
<CAPTION>

                              Options Outstanding                   Options Exercisable
                       ---------------------------------           ----------------------
                                   Weighted-  Weighted-                        Weighted-
         Range of                   Average    Average                          Average
         Exercise                  Remaining  Exercise                         Exercise
          Prices          Shares     Life      Price                  Shares    Price
     - --------------  ---------------------------------           ----------------------
         <S>           <C>        <C>        <C>                   <C>        <C>
     $  9.53 to 15.00     266,700   3.3 years    $12.50               266,700     $12.50
       15.01 to 20.00     231,759   5.4 years     16.73               185,065      16.22
       20.01 to 25.00     174,519   8.4 years     24.67                 6,555      20.60
       25.01 to 33.04     206,961   7.1 years     30.16                50,552      30.63
                       -----------                                 -----------
     $  9.53 to 33.04     879,939   5.8 years    $20.18               508,872     $15.75
                       ===========                                 ===========

</TABLE>

Common stock received through the exercise of incentive stock options which
is sold by the optionee within two years of grant or one year of exercise
results in a tax deduction for the Company equivalent to the taxable gain
recognized by the optionee.  For financial reporting purposes, the tax effect
of this deduction is accounted for as an increase in additional paid-in
capital rather than as a reduction of income tax expense.

The Company has a Non-employee Directors Deferred Compensation Plan that
entitles directors to elect to defer director fees into a participant
account that includes a deferred stock or cash account.  Under the terms of
the plan at December 31, 1999, 28,188 shares of common stock of the Company
have been accumulated in participant accounts for future issuance.  The
accumulated liability recorded to cover the issuance of these shares was
approximately $589,000 at December 31, 1999.  The Company has reserved
83,581 shares of common stock for issuance under the plan.
<PAGE>

M. REGULATORY RESTRICTIONS ON DIVIDENDS AND CASH AND OTHER REGULATORY MATTERS

Under the Federal Reserve Act, prior approval of the Federal banking
authorities is required if dividends declared by the Company's banking
subsidiary in any year exceed its net profits for that year, as defined,
combined with retained net profits, as defined, for the two preceding
years.  As of January 1, 2000, the aggregate amount of retained earnings
available for distribution to the Company by subsidiaries without prior
approval was approximately $39 million.  In addition to restrictions
on the payment of dividends, the Federal Reserve and the Commonwealth of
Kentucky place certain cash reserve requirements on deposits.  The reserve
requirements, which were $13.8 million at December 31, 1999, are met by
holding a percentage of deposits in vault cash or maintaining a balance
directly with the Federal Reserve.  The Company was in compliance with all
cash reserve requirements at December 31, 1999.

The Company and the Bank are subject to various regulatory capital
requirements administered by the federal banking agencies.  Failure to meet
minimum capital requirements can initiate certain mandatory, and possibly
additional discretionary, actions by regulators that, if undertaken, could
have a direct material impact on the Company's and the Bank's financial
statements. Under capital adequacy guidelines and the regulatory framework
for prompt corrective action, the Company and the Bank must meet specific
capital guidelines that involve quantitative measures of the Company's and
the Bank's assets, liabilities, and certain off-balance sheet items as
calculated under regulatory accounting practices.  The Company's and the
Bank's capital amounts and classification are also subject to qualitative
judgments by the regulators about components, risk weightings, and other
factors.

Quantitative measures established by regulation to ensure capital adequacy
require the Company and the Bank to maintain minimum amounts and ratios of
total and Tier I Capital (as defined in the regulations) to risk-weighted
assets (as defined), and of Tier I Capital (as defined) to average assets
(as defined).  Management believes, as of December 31, 1999, that the
Company and the Bank meet all capital adequacy requirements to which they
are subject.

As of December 31, 1999, the most recent notification from the Federal
Reserve Bank categorized the Bank as well capitalized under the regulatory
framework for prompt corrective action.  To be  categorized as well
capitalized, the Bank must maintain minimum total risk-based, Tier I
risk-based, and Tier I leverage ratios as set forth in the following table.
There are no conditions or events since that notification that management
believes have changed the institution's category.

The Company's and the Bank's actual capital amounts and ratios are presented
in the following table.

<TABLE>
<CAPTION>
Dollars In Thousands                                                   To Be Well
                                                                   Capitalized Under
                                                  For Capital      Prompt Corrective
                                  Actual       Adequacy Purposes   Action Provisions
                            ------------------ ------------------  ------------------
                              Amount    Ratio    Amount    Ratio     Amount    Ratio
                            ---------- ------- ---------- -------  ---------- -------
<S>                         <C>        <C>     <C>        <C>      <C>        <C>
As of December 31, 1999:

   Total Capital
   (to Risk Weighted Assets)
      Consolidated           $189,640    15.2%   $99,775   > 8.0 %  $124,719   >10.0 %
      Bank                   $163,355    13.5%   $96,725   > 8.0 %  $120,906   >10.0 %

   Tier I Capital
   (to Risk Weighted Assets)
      Consolidated           $179,786    14.4%   $49,888   > 4.0 %   $74,831   > 6.0 %
      Bank                   $153,546    12.7%   $48,362   > 4.0 %   $72,544   > 6.0 %

   Tier I Capital
   (to Average Assets)
      Consolidated           $179,786    11.5%   $62,705   > 4.0 %   $78,382   > 5.0 %
      Bank                   $153,546    10.2%   $59,977   > 4.0 %   $74,971   > 5.0 %

As of December 31, 1998:

   Total Capital
   (to Risk Weighted Assets)
      Consolidated           $174,374    15.0%   $92,883   > 8.0 %  $116,104   >10.0 %
      Bank                   $144,624    12.7%   $90,883   > 8.0 %  $113,603   >10.0 %

   Tier I Capital
   (to Risk Weighted Assets)
      Consolidated           $165,364    14.2%   $46,442   > 4.0 %   $69,662   > 6.0 %
      Bank                   $135,667    11.9%   $45,441   > 4.0 %   $68,162   > 6.0 %

   Tier I Capital
   (to Average Assets)
      Consolidated           $165,364    11.5%   $57,552   > 4.0 %   $71,939   > 5.0 %
      Bank                   $135,667     9.6%   $56,718   > 4.0 %   $70,898   > 5.0 %

</TABLE>
<PAGE>

N. NET INCOME PER SHARE AND COMMON STOCK DIVIDENDS

The following are the numerators and denominators for the basic and diluted
net income per share computations:

<TABLE>
<CAPTION>

In Thousands, Except Per Share Amounts
                                   1999                                 1998                                 1997
                    ----------------------------------   ----------------------------------   ----------------------------------
                    Net Income    Shares     Per Share   Net Income    Shares     Per Share   Net Income    Shares     Per Share
                    (Numerator) (Denominator)  Amount    (Numerator) (Denominator)  Amount    (Numerator) (Denominator)  Amount

<S>                 <C>         <C>          <C>         <C>         <C>          <C>         <C>         <C>          <C>
Basic EPS            $22,375      10,616        $2.11     $20,213      10,521        $1.92     $17,915      10,396        $1.73
                                             =========                            =========                            =========

Effect of dilutive
  stock options          ---         153                      ---         217                      ---         181
                    ---------   ---------                ---------   ---------                ---------   ---------

Diluted EPS          $22,375      10,769        $2.08     $20,213      10,738        $1.88     $17,915      10,577        $1.70
                    =========   =========    =========   =========   =========    =========   =========   =========    =========
</TABLE>


The following table sets forth the Company's stock dividends to common
shareholders:

<TABLE>
<CAPTION>

Declaration                     Record                   Payable                  Stock Dividend
Date                            Date                     Date                     Percentage
----------                      ----------               ----------               ----------
<S>                             <C>                      <C>                      <C>
November 15, 1999               December 3, 1999         December 17, 1999             3.0
November 16, 1998               December 2, 1998         December 18, 1998             3.0
November 17, 1997               December 1, 1997         December 12, 1997             3.0


</TABLE>

Per share information in the consolidated financial statements reflects the
adjusted number of shares resulting from these stock dividends.
<PAGE>

O. COMMITMENTS AND CONTINGENCIES

In the normal course of business, in order to meet the financing needs of
customers, the Company has outstanding commitments and contingent liabilities.
At December 31, 1999, the Company had $336 million of commitments to extend
credit (of which $132 million relates to floating rate home equity lines of
credit), which are not reflected in the consolidated financial statements.
The Company's exposure to credit loss in the event of nonperformance by the
other party to these commitments is represented by the contractual amount of
those instruments.

Commitments to extend credit are agreements to lend to a customer as long
as there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination
clauses and may require payment of a fee.  Since many of the commitments
are expected to expire without being drawn upon, the total commitment
amounts do not necessarily represent future cash requirements.  The Company
evaluates each customer's creditworthiness on a case-by-case basis.  The
amount of collateral obtained if deemed necessary by the Company upon
extension of credit is based on management's credit evaluation of the
counterparty.  Collateral held varies but may include accounts receivable,
inventory, property, plant and equipment, real estate and income-producing
commercial properties.

Standby letters of credit and financial guarantees written, aggregating $20.9
million at December 31, 1999, are conditional commitments issued by the Company
to guarantee the performance of a customer to a third party.  Those guarantees
are primarily issued to support public and private borrowing arrangements,
including commercial paper, bond financing and similar transactions.

At December 31, 1999, there were various pending legal actions in which claims
for damages were asserted.  In one such matter, the Bank is a defendant named
in a lawsuit filed on December 10, 1993, by Kentucky Central Life Insurance
Company (in Rehabilitation) involving certain real estate loans.  Management,
after discussion with legal counsel concerning the adequacy of the Company's
defenses, believes that this and other legal actions will not have a material
adverse effect upon the financial condition or results of operations of the
Bank or the Company.
<PAGE>

P. OTHER NON-INTEREST INCOME AND OPERATING EXPENSES

Significant components of other non-interest income and other
operating expenses are set forth below:

<TABLE>
<CAPTION>

In Thousands
Years Ended December 31
                                                1999        1998        1997
                                            -----------------------------------
     <S>                                    <C>         <C>         <C>
     Other non-interest income:
     Gain on sale of other real estate          $1,381      $1,172         $74
     Merchant and bank card fees                 1,729       1,317         977
     Settlement of money order processing
      agreement                                  1,800       ---         ---
     Money order processing fees                   402       1,302       ---
     Other                                       2,168       2,432       2,913
                                            ----------- ----------- -----------
                                                $7,480      $6,223      $3,964
                                            =========== =========== ===========

<CAPTION>

                                                1999        1998        1997
                                            -----------------------------------
     <S>                                    <C>         <C>         <C>
     Other operating expenses:
     Advertising and marketing                  $1,279      $2,187      $1,562
     Operating supplies                          1,580       1,584       2,121
     Legal and professional fees                 2,013       3,363       1,610
     Taxes-Bank, property and other              1,538       1,500       1,741
     Other                                       5,467       5,392       3,796
                                            ----------- ----------- -----------
                                               $11,877     $14,026     $10,830
                                            =========== =========== ===========

</TABLE>
<PAGE>

Q. RELATED PARTY TRANSACTIONS

Loans to directors, executive officers and principal holders of the Company's
common stock and associates of such persons are presented below:

<TABLE>
<CAPTION>

In Thousands
         <S>                                            <C>
         Balance, January 1, 1999                        $17,883
         New loans and advances on lines of credit         8,028
         Repayments                                       (5,180)
                                                        ---------
         Balance, December 31, 1999                      $20,852
                                                        =========

</TABLE>

The above transactions were made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for other
customers in the ordinary course of business.
<PAGE>

R. FINANCIAL INSTRUMENTS - INTEREST RATE SWAP CONTRACTS

The Company manages its exposure to market risk, in part, by
using interest rate swap contracts to modify the existing interest
rate characteristics of its floating rate loan portfolio.
The notional amount of the interest rate swap contracts
represents only an agreed-upon amount on which calculations of
interest payments to be exchanged are based, and is significantly
greater than the amount at risk.  Credit risk is measured as the
cost of replacing, at current market rates, contracts in an
unrealized gain position. Although the Company is exposed to
credit-related losses in the event of nonperformance by the
counterparty, based on management's assessment, as of
December 31, 1999, the counterparty was expected to meet its
obligations. In addition, the Company deals exclusively with
counterparties with high credit ratings, enters into bilateral
collateral arrangements and arranges master netting
agreements.  These agreements include legal rights of setoff that
provide for the net settlement of the subject contracts with the
same counterparty in the event of default.

At December 31, 1999, the Company had entered into interest
rate swap contracts with notional amounts totaling $94 million,
with a weighted average maturity of .76 years.  Under these
contracts the Company receives or pays the difference between
the floating prime rate and fixed rates stated in the contracts.
At December 31, 1999, the floating prime rate to be paid by the
Company was 8.50% and the weighted average fixed rate to be
received by the Company was 8.60%.  At December 31, 1998 the
Company had interest rate swap contracts of $114 million, with a
weighted average fixed rate to be received by the Company of 8.60%.
Interest rate swap contracts increased net interest income by
$688,000 in 1999, $264,000 in 1998 and $176,000 in 1997. At
December 31, 1999 and 1998, the aggregate fair value of
interest rate swap contracts, determined through market
quotes, was approximately ($.3)million and $1.6 million, respectively.
<PAGE>

S. DISCLOSURES ABOUT SEGMENTS

The Company, through the branch network of its subsidiary banks, provides
a broad range of financial services to individuals and businesses in and
around Jefferson County, Kentucky.  These services include demand, time
and savings deposits; lending and lease financing; credit cards; ATMs;
cash management; and trust services.  While the Company's chief decision
makers monitor the revenue streams of the various banking products and
services, operations are managed and financial performance is evaluated
on a bank-wide basis.  Accordingly, all of the Company's banking operations
are considered by management to be aggregated in one reportable operating
segment.  The gift certificate subsidiary which commenced operations
November 1, 1997, is reported as a seperate business segment.  The other
catagory includes the aggregate of other activites, which individually
are not significant.  These activities include a captive data processing
subsidiary, an insurance subsidiary that sells insurance products on
loans made by the banks, and subsidiaries holding foreclosed real estate.

The measurement of the performance of the business segments
is based on the management stucture of the Company and is not
necessarily comparable with similar information for any other
financial institution.  The information presented is also not
necessarily indicative of the segments' financial condition and
results of operations if they were independent entities.

Selected financial information by business segment for
1999, 1998 and 1997 follows:

<TABLE>
<CAPTION>

In thousands
                                             1999        1998        1997
                                         ----------- ----------- -----------
    <S>                                  <C>         <C>         <C>
    Net interest income
       Banking                              $61,369     $56,310     $53,250
       Gift certificate subsidiary            2,824       2,236         366
       Other                                    767       1,146       3,903
                                         ----------- ----------- -----------
          Total                             $64,960     $59,692     $57,519
                                         =========== =========== ===========

    Non-interest income
       Banking                              $14,747     $13,952     $10,775
       Gift certificate subsidiary            2,323       1,155         240
       Other (a)(b)                           9,095      11,134       8,092
       Eliminations (a)                      (7,466)     (6,432)     (5,934)
                                         ----------- ----------- -----------
          Total                             $18,699     $19,809     $13,173
                                         =========== =========== ===========

    Net income
       Banking                              $19,324     $16,857     $16,350
       Gift certificate subsidiary            1,829         943         107
       Other                                  1,222       2,413       1,458
                                         ----------- ----------- -----------
          Total                             $22,375     $20,213     $17,915
                                         =========== =========== ===========

    Assets
       Banking                           $1,609,700  $1,507,101  $1,393,632
       Gift certificate subsidiary          131,179     101,568      77,462
       Other                                 16,334      21,880      58,616
       Eliminations                         (12,507)    (35,786)    (20,132)
                                         ----------- ----------- -----------
          Total                          $1,744,706  $1,594,763  $1,509,578
                                         =========== =========== ===========

    (a) Data processing revenues, for services provided to the banking
    segment and certain other operating areas by the data
    processing subsidiary, are eliminated in the consolidated statement
    of income.

    (b) In 1999 and 1998, other non-interest income includes
    the settlement of the money order processing agreement and
    a gain on the sale of the money order subsidiary, respectively.

</TABLE>
<PAGE>

T. SHAREHOLDER RIGHTS PLAN

On February 23, 1998, the Board of Directors of the Company adopted a
shareholder rights plan.  Pursuant to the Plan, the Board declared a
dividend distribution of one right for each outstanding share of the
Company's common stock.  Under certain conditions, each right entitles
the registered holder to purchase from the Company a unit consisting of
one-hundredth of a share of Junior Participating Preferred Stock at a
purchase price of $75.00 per unit, subject to adjustment.  The Company
can redeem  the rights for $0.01 per right at any time prior to their
becoming  exercisable.  The Rights expire on March 13, 2008, unless
earlier redeemed by the Company.

The rights become exercisable upon the earlier of (i) the tenth day
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the
right to acquire, beneficial ownership of 15% or more of the outstanding
shares of common stock of the Company or (ii) the tenth business day
following the commencement of the tender offer or exchange offer that
would result in a person or group beneficially owning 15% or more of such
outstanding shares of common stock of the Company.

After an Acquiring Person acquires 15% or more of the common stock of the
Company, (i) each right not owned by an Acquiring Person will become a
right to receive, upon exercise, common stock of the Company having a
value equal to two times the exercise price of the right; and (ii) all
rights that are owned by any Acquiring Person will be null and void.

If the Company is acquired in a merger or other business combination
transaction in which the Company is not the surviving corporation or 50%
or more of the Company's assets or earning power is sold or transferred,
each holder of a right shall thereafter have the right to recieve, upon
exercise, common stock of the acquiring company having a value equal to
two times the exercise price of the right.
<PAGE>

U. DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair values of the Company's financial instruments are as follows:

<TABLE>
<CAPTION>

In Thousands
                                                          December 31, 1999      December 31, 1998
                                                        --------------------------------------------
                                                         Carrying     Fair      Carrying     Fair
                                                          Amount      Value      Amount      Value
                                                        --------------------------------------------
        <S>                                             <C>        <C>         <C>        <C>
        Financial assets:
           Cash and short-term investments                $41,478    $41,478     $74,644    $74,644
           Securities                                     590,541    590,524     469,765    469,780
           Loans, net of allowance for loan losses      1,054,095  1,045,375     996,011  1,012,572

        Financial liabilities:
           Deposits                                       997,899    996,166     953,924    958,752
           Short-term borrowings                          361,758    361,758     288,544    288,544
           Advances from the Federal Home Loan Bank        68,389     66,029      74,862     82,361
           Gift certificates outstanding                  123,354    123,354      95,127     95,127
        Off-balance sheet financial instruments
           Interest rate swaps                               ---        (311)       ---       1,599

</TABLE>

The following methods and assumptions were used to estimate the fair value
of each class of financial instruments:

Cash, Short-Term Investments, and Short-Term Borrowings--For those short-
term instruments, the carrying amount is a reasonable estimate of fair value.

Securities--For securities, fair value equals quoted market price, if
available.  If a quoted market price is not available, fair value is
estimated using quoted market prices for similar securities or dealer quotes.

Loans--The fair value of loans is estimated by discounting the future cash
flows using the current rates at which similar loans would be made to
borrowers with similar credit ratings and for the same remaining maturities,
reduced by the allowance for loan losses which represents the estimated
credit losses in the loan portfolio.

Deposits--The fair value of demand deposits, savings accounts, and money
market deposits is the amount payable on demand at the reporting date.  The
fair value of certificates of deposit is estimated using the
rates currently offered for deposits of similar remaining maturities.

Advances from the Federal Home Loan Bank--Rates currently available to the
Company for debt with similar terms and remaining maturities are used to
estimate fair value of existing debt.

Gift certificates and money orders outstanding--The fair value of
these instruments, payable upon demand, is carrying value.

Interest Rate Swaps--The fair value of interest rate swaps is the estimated
amount, based on market quotes, that the Company would receive or pay to
terminate the agreement at the reporting date, taking into account current
interest rates and the remaining term of the agreements.

Commitments--The fair value of commitments to extend credit is estimated
using the fees currently charged to enter into similar agreements, taking
into account the remaining terms of the agreements and the present
creditworthiness of the counterparties.  For fixed rate loan commitments,
fair value also considers the difference between current levels of interest
rates and the committed rates.  There are no significant fair value
adjustments for commitments.

Limitations--The fair value estimates are made at a discrete point in time
based on relevant market information about the financial instruments.
Because no market exists for a significant portion of the Company's
financial instruments, fair value estimates are based on judgments
regarding future expected loss experience, current economic conditions, risk
characteristics of various financial instruments, and other factors.  These
estimates are subjective in nature and involve uncertainties and matters of
significant judgment and therefore cannot be determined with precision.
Changes in assumptions could significantly affect the estimates.
<PAGE>

V. CONDENSED FINANCIAL INFORMATION - PARENT COMPANY ONLY

<TABLE>
<CAPTION>

Condensed Balance Sheets

In Thousands
December 31
                                                                          1999          1998
                                                                     --------------------------
     <S>                                                             <C>           <C>
     Assets:
     Cash on deposit with bank subsidiary                                   $722        $2,501
     Securities available for sale                                         5,998          ---
     Investment in bank and thrift subsidiaries                          155,967       139,937
     Investment in other subsidiaries                                     15,858        13,422
     Other assets                                                             53         1,292
                                                                     ------------  ------------
         Total assets                                                   $178,598      $167,508
                                                                     ============  ============
     Liabilities and shareholders' equity:
     Other liabilities                                                       $50           $72
     Shareholders' equity                                                178,548       167,436
                                                                     ------------  ------------
         Total liabilities and shareholders' equity                     $178,598      $167,508
                                                                     ============  ============

</TABLE>

<TABLE>
<CAPTION>

Condensed Statements of Income

In Thousands
Years Ended December 31
                                                            1999          1998          1997
                                                       ------------  ------------  ------------
     <S>                                               <C>           <C>           <C>
     Cash dividends from bank subsidiary                 $   ---       $   ---          $2,550
     Gain on sale of money order subsidiary                  ---           4,588          ---
     Settlement of money order processing agreement          1,800         ---            ---
     Interest income and other income                          516           892           697
     Other expenses                                           (809)       (1,159)         (233)
                                                       ------------  ------------  ------------

     Income before income taxes and equity
       in undistributed earnings of subsidiaries             1,507         4,321         3,014
     Applicable income tax expense                            (658)       (1,833)         (167)
                                                       ------------  ------------  ------------

     Income before equity in undistributed earnings of
       subsidiaries                                            849         2,488         2,847

     Equity in undistributed earnings of subsidiaries       21,526        17,725        15,068
                                                       ------------  ------------  ------------
     Net income                                            $22,375       $20,213       $17,915
                                                       ============  ============  ============

</TABLE>
<PAGE>

V. CONDENSED FINANCIAL INFORMATION - PARENT COMPANY ONLY (CONTINUED)

<TABLE>
<CAPTION>

Condensed Statements of Cash Flows

In Thousands
Years Ended December 31
                                                               1999       1998       1997
                                                            -------------------------------
     <S>                                                    <C>        <C>        <C>
     Cash flows from operating activities:
     Net income                                              $22,375    $20,213    $17,915
     Adjustments to reconcile net income to net cash
       provided by (used in) operating activities:
       Equity in undistributed earnings of subsidiaries      (21,526)   (17,725)   (15,068)
       Accretion on securities available for sale                (51)       ---        ---
       Gain on sale of money order subsidiary                    ---     (4,588)       ---
       Decrease in other assets                                1,355        780      2,008
       Increase (decrease) in other liabilities                  (22)        57         (9)
                                                            ---------  ---------  ---------
         Net cash provided by (used in) operating activities   2,131     (1,263)     4,846

     Cash flows from investing activities:
       Purchases of securities available for sale            (46,544)       ---        ---
       Proceeds from maturities of securities
         available for sale                                   40,597        ---        ---
       Investment in subsidiaries                               (250)      (125)    (5,000)
       Proceeds from sale of money order subsidiary              ---     14,630        ---
                                                            ---------  ---------  ---------
        Net cash provided by (used in) investing activities   (6,197)    14,505     (5,000)
                                                            ---------  ---------  ---------
     Cash flows used in financing activities:
       Dividends paid                                         (9,072)    (8,345)    (7,441)
       Stock options exercised                                 1,003        944      2,316
                                                            ---------  ---------- ---------
         Net cash used in financing activities                (8,069)    (7,401)    (5,125)
                                                            ---------  ---------  ---------
     Net increase (decrease) in cash and cash equivalents    (12,135)     5,841     (5,279)
     Cash and cash equivalents at beginning of year           12,857      7,016     12,295
                                                            ---------  ---------  ---------
     Cash and cash equivalents at end of year                   $722    $12,857     $7,016
                                                            =========  =========  =========

</TABLE>