Exhibit 10(a)

                         MID-AMERICA BANCORP

                   NON-EMPLOYEE DIRECTORS DEFERRED
                          COMPENSATION PLAN

                              ARTICLE 1

                              Purposes

1.1 Purposes.  The purposes of this Non-Employee Directors
Deferred Compensation Plan ("Plan") of Mid-America Bancorp, a
Kentucky corporation ("Company"), are to encourage the Company's
non-employee directors to invest in the future of the Company
through ownership of an interest in the Company and to provide
flexibility to the Company in attracting and retaining
directors.


                              ARTICLE 2

                     Eligibility and Participation

2.1 Eligibility. Any director of the Company who is not an
employee of the Company or a subsidiary of the Company
("Director") is eligible to participate in the Plan.

2.2 Participation.  A Director shall become a participant in
the Plan ("Participant") by filing an Election Form in
accordance with the provisions of Section 5.1.a. A Participant
shall remain a Participant until such time as the Participant has
received all payments to which the Participant is entitled under
the terms of the Plan.


                              ARTICLE 3

                       Shares Subject to Plan

3.1 Number of Shares.  Subject to adjustment as provided in
Section 3.2, the number of shares of the Company's common stock
("Common Stock"), reserved for issuance under the Plan is 70,000
shares. Any Common Stock issued under the Plan may consist, in
whole or in part, of authorized and unissued shares or treasury
shares.

3.2 Adjustments.  In the event of a merger, reorganization,
consolidation, recapitalization, reclassification, split-up,
spin-off, separation, liquidation, stock dividend, stock split,
reverse stock split, share combination, share exchange, or other
change in the corporate structure of the Company affecting the
Common Stock, the  Committee, (as hereinafter defined) shall
substitute or adjust the total number and class of stock or
securities which may be issued under the Plan and which are
credited to a Participant's Deferred Stock Account as it determines
to be appropriate and equitable to prevent dilution or enlargement
of the rights of Participants.


                         ARTICLE 4

                      Administration

4.1 The Committee.  The Plan shall be administered by the
Planning & Management Committee of the Board of Directors of the
Company ("Board"), or by any other committee ("Committee")
appointed by the Board consisting of two or more directors of
the Company who are "disinterested persons" within the meaning
of Rule 16b-3 (or any successor provision) promulgated under the
Securities Exchange Act of 1934, as amended ("Exchange Act").

4.2 Authority of the Committee.  The Committee shall have sole
discretion to make all determinations which may be necessary or
advisable for the administration of the Plan. To the extent
permitted by law and Rule 16b-3 promulgated under the Exchange Act,
the Committee may delegate its authority as identified hereunder.
All determinations and decisions made by the Committee pursuant to
the provisions of the Plan, and all related orders or resolutions
of the Board, shall be final, conclusive and binding upon all
persons, including the Company, Participants and their estates and
beneficiaries.

4.3 Section 16 Compliance.  It is the intention of the Company
that the Plan and the administration of the Plan comply in all
respects with Section 16(b) of the Exchange Act and the rules
and regulations promulgated thereunder. If any Plan provision,
or any aspect of the administration of the Plan, is found not to
be in compliance with Section 16(b) of the Exchange Act, the
provision or administration shall be deemed null and void, and
in all events the Plan shall be construed in favor of its
meeting the requirements of Rule l6b-3 promulgated under the
Exchange Act.


                           ARTICLE 5

                       Deferral Election

5.1  Making of Election.

a.  Each Director may elect in writing, in the manner and on
the form ("Election Form")prescribed by the Committee, to defer
payment of all, but not less than all, of the fees which would
otherwise be paid to such Director by the Company for services
on the Board and committees thereof. An election shall be
effective with respect to amounts which would otherwise be paid
to the Participant beginning on or after the first day of the
calendar quarter following the making of the election; provided,
however, that in the case of those persons who are Directors on
the date hereof, the initial election shall become effective as
of July 1, 1994. Once an election has been made, it shall remain
in effect with respect to all future amounts which would
otherwise be paid to the Participant, as a Director until
changed by the filing of a new election in the manner provided
in Section 5. 1.b.

b. In the case of those persons who are Directors on the
date hereof, the initial election, if any, to participate in the
Plan shall be made by April 30, 1994. In the case of Directors
elected or reelected at an annual meeting of the Company, an
election or change in an existing election may only be made
within 30 days following the annual meeting. In the case of a
Director elected at other than an annual meeting, the initial
election to participate in the Plan may only be made within 30
days following the Director's election to the Board. At the time
of making any such election or change in an existing election,
the Participant shall further elect, in accordance with
procedures adopted by the Committee, (i) to have either 100% or
50% of the amount of such deferred fees be deemed invested in
Common Stock ("Share Election"), or (ii) to have either 100% or
50% of such deferred fees deemed invested with interest ("Cash
Election"); provided, however, that in no event shall a Share
Election be effective until six months after the date of the
Share Election, with the result that during such six-month
period, the Participant shall be deemed to have made a Cash
Election.

5.2 Participant Account.  A Participant Account shall be
established for each Participant. Deferred compensation will be
credited to the Participant's Participant Account as of the date
such compensation would otherwise be payable to the Participant. A
Participant Account shall include a Deferred Cash Account, if a
Cash Election has been made, and/or a Deferred Stock Account, if a
Share Election has been made.

5.3 Deferred Cash Account.  Each Deferred Cash Account shall
be credited with the amounts deferred on behalf of a Participant
plus annual interest thereon as provided in Section 7. 1.

5.4 Deferred Stock Account.  Each Deferred Stock Account shall
be credited with 110 % of the amounts deferred to the Deferred
Stock Account on behalf of a Participant. Deferred Stock
Accounts shall also be credited as of the payment date for
dividends on Common Stock in an amount equal to the dividends
attributable to the number of shares of Common Stock credited to
the Participant's Deferred Stock Account as of the record date
set by the Board for the payment of dividends (the amounts
referred to in the first two sentences of this Section 5.4 are
hereinafter referred to as the "Cash Credits"). As of the last
day of March, June, September and December of each year, there
shall be credited to a Participant's Deferred Stock Account a
number of shares of Common Stock equal to that whole number
obtained by dividing (i) the amount of Cash Credits in the
Deferred Stock Account as of such date, by (ii) the fair market
value of the Common Stock (determined as provided in Section 6.
1) on such date. Any amount of the Deferred Stock Account in
excess of the number of shares of Common Stock credited to the
Deferred Stock Account shall be treated as a Cash Credit and
held in the Deferred Stock Account until the end of the
following quarterly crediting date.


                         ARTICLE 6

                    Fair Market Value

6.1 Fair Market Value.  For purposes of this Plan, the fair
market value of the Common Stock on any date shall be (i) if the
Common Stock is listed on a national or regional exchange, or on
the NASDAQ National Market System or a comparable market, the
closing price of the Common Stock on such date, or (ii) if (i)
above does not apply, the value determined by the Committee.


                         ARTICLE 7

                         Interest

7.1 Interest on Deferred Cash Account.  Interest will be
credited to each Deferred Cash Account at the announced prime rate
of Bank of Louisville as the same shall exist from time to time,
changing with each change in such announced prime rate. This
assumed interest shall be compounded annually and treated as earned
from the date deferred compensation is credited to the Deferred
Cash Account to the date of withdrawal.


                         ARTICLE 8

                Payment of Deferred Amounts

8.1  Limitation on Payment of Deferred Amounts. No payment may
be made from any Participant Account except as provided in this
Article 8.

8.2  Time for Payment of Deferred Amounts.

a. Payment of the amount in a Participant Account shall be
made upon the earlier to occur of (i) 60 days following the date
the Participant ceases to be a Director, (ii) the date selected
by the Participant at the time of making a Cash Election or
Share Election (which date may be different for the Cash
Election and the Stock Election) or (iii) 60 days following a
Change in Control (as defined in Section 8.2.b). Payment shall
be made in the form of a lump sum, with payment from a Deferred
Cash Account made in cash, and payment from a Deferred Stock
Account made in Common Stock (except for any Cash Credits
remaining in the Participant's Deferred Stock Account, which
shall be paid in cash).

b. For purposes of the Plan, a Change in Control shall
occur upon (i) the acquisition by any person after the date
hereof of beneficial ownership of 50% or more of the voting
power of the Company's outstanding voting stock, (ii) five or
more of the current members of the Board ceasing to be members
of the Board unless any replacement director was elected by a
vote of either at least 75% of the remaining directors, or of at
least 75% of the shares entitled to vote on such replacement, or
(iii) approval by the stockholders of the Company of (a) a
merger or consolidation of the Company with another corporation
if the stockholders of the Company immediately before such vote
will not, as a result of such merger or consolidation own more
than 50% of the voting stock of the corporation resulting from
such merger or consolidation, or (b) a complete liquidation of
the Company or sale of all, or substantially all, of the assets
of the Company. Notwithstanding the foregoing, a Change in
Control shall not occur solely because 50 % or more of the
voting stock of the Company is acquired by (i) a trust which is
part of an employee benefit plan maintained by the Company or
its subsidiaries, or (ii) a corporation which, immediately
following such acquisition, is owned directly or indirectly by
the stockholders of the Company in the same proportion as their
ownership of stock in the Company immediately prior to such
acquisition.


                          ARTICLE 9

                        Miscellaneous

9.1  Assignability.  No right to receive payments hereunder
shall be transferable or assignable by a Participant except by
will or by the laws of descent and distribution.

9.2 Amendment or Termination.  The Plan may be amended,
modified or terminated by the Board at any time or from time to
time. Notwithstanding the foregoing, without the approval of
stockholders of the Company (as may be required by Section 16 of
the Exchange Act and the rules promulgated thereunder, any national
securities exchange or system on which the Common Stock is then
listed or reported or a regulatory body having jurisdiction with
respect hereto), no such amendment, modification or termination may
(i) materially increase the benefits accruing to Participants under
the Plan, (ii) materially increase the total number of shares of
Common Stock which may be issued under the Plan, except as provided
in Section 3.2 or (iii) materially modify the eligibility
requirements for participation in the Plan. No amendment,
modification or termination shall, without the consent of a
Participant, adversely affect such Participant's existing rights
under the Plan.

9.3 Future Director Terms.  Nothing in the Plan, nor any
action taken under the Plan, shall be construed as giving any
Participant a right to continue as a Director or require the
Company to nominate or cause the nomination of a Participant for
a future term as a Director.

9.4 Participant's Rights Unsecured.  The right of any
Participant to receive payment of deferred amounts under the
provisions of the Plan shall be an unsecured claim against the
general assets of the Company. The maintenance of individual
Participant Accounts is for bookkeeping purposes only. The
Company is not obligated to acquire or set aside any particular
assets for the discharge of its obligations, nor shall any
Participant have any property rights in any particular assets held
by the Company, whether or not held for the purpose of funding the
Company's obligations hereunder.

9.5 Governing Law.  To the extent not preempted by Federal
law, this Plan shall be governed by, and construed in accordance
with, the laws of the Commonwealth of Kentucky without regard to
its conflict of laws rules.


IN WITNESS WHEREOF the Company has caused the Plan to be
executed by the Board this 21st day of February 1994.

                       MID-AMERICA BANCORP

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