Comparative Summary

<TABLE>
<CAPTION>

Dollars In Thousands, Except Per Share Amounts                 1996        1995        1994
                                                           -----------------------------------
<S>                                                        <C>         <C>         <C>
AT YEAR END
 Total assets                                              $1,420,933  $1,313,987  $1,213,990
 Total deposits                                               825,257     784,957     732,620
 Loans, net of unearned income                                804,182     748,565     699,396
 Total shareholders' equity                                   140,638     132,950     125,052

FOR THE YEAR
 Net income                                                   $15,029      $8,066     $12,612
 Cash dividends declared                                       $6,491      $5,741      $5,559
 Weighted average shares outstanding                            9,565       9,487       9,443


PER SHARE DATA
 Book value                                                    $14.92      $14.19      $13.39
 Market value                                                   19.00       17.50       16.00
 Cash dividends declared                                         0.69        0.61        0.59
 Net income                                                      1.57        0.85        1.34

SELECTED RATIOS
 Return on average total assets                                  1.14%       0.69%       1.11%
 Return on average shareholders' equity                         11.13        6.26       10.36
 Cash dividend payout ratio                                     43.95       71.76       44.03
 Average shareholders' equity to average total assets           10.28       10.99       10.71
 Allowance for loan losses to loans, net of unearned income      1.14        1.25        1.01


</TABLE>

<PAGE>


               MANAGEMENT'S DISCUSSION and ANALYSIS

                                OF

          FINANCIAL CONDITION and RESULTS OF OPERATIONS


     This discussion analyzes the results of operations and
financial condition for Mid-America Bancorp and subsidiaries (the
Company), including its primary subsidiary, Mid-America Bank of
Louisville and Trust Company (the Bank).  It should be read in
conjunction with the consolidated financial statements and related
notes presented on pages 25 to 44. 

1996 COMPARED TO 1995

     Net income for 1996 was $15,029,000 or $1.57 per share
compared with $8,066,000 or $.85 per share for 1995. For 1996,
return on average total assets (ROA) was 1.14% and return on
average equity (ROE) was 11.13%, compared with 1995 when the ROA
was .69% and ROE was 6.26%.   

     The principal factors that contributed to the increase in net
income in 1996 compared to 1995 included the following:
     
          *Increased net interest income on a tax-equivalent basis 
          of $4,964,000 resulting primarily from increases in
          earning assets.  The impact of lower interest rates in
          1996 than in 1995 did not have a negative impact on net
          interest income.
     
          *A decrease in the provision for loan losses of
          $5,633,000.  In 1995 there was a significant provision
          for loan losses related to a group of non-performing real
          estate development loans to one borrower.

          *Securities gains of $129,000 in 1996, compared to
          securities losses of $665,000 in 1995.

          *A $1.8 million gain on the sale of part of the money
          order agent base of Mid-America Money Order Company, a
          wholly-owned subsidiary of the Company.                
          
          *An increase in non-interest income, excluding securities
          transactions and the money order gain, of approximately
          6%.

          *An increase in salaries and benefits of 16% arising       
          primarily from staffing changes in the fourth quarter of 
          1995, annual salary increases effective in April 1996 
          that averaged 4% and increases in certain benefit costs.

          *An increase in other operating expenses, excluding  
          salaries and benefits and expenses in 1995 related to the
          aforementioned group of problem real estate loans, of 
          less than 1%.

The discussion that follows explains in more detail the factors
affecting 1996 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. 
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.  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 17.

     In 1996, net interest income on a tax equivalent basis
increased $4,964,000 or 10% to $54,377,000.  Net interest income
was favorably impacted by increases in average earning assets.  The
impact of lower interest rates in 1996 than in 1995 did not have a
negative impact on net interest income.  The securities portfolio's
yield increased as interest rates on securities purchased in 1996
exceeded the rates on matured and sold securities, which mitigated
the effect of lower rates on the loan portfolio.  The  average
yield on earning assets decreased from 8.45% in 1995 to 8.25% in
1996, which was accompanied by a decrease in the average rate on
interest bearing liabilities from 4.84% in 1995 to 4.80% in 1996. 
The net interest spread was 3.45% in 1996 compared to 3.61% in
1995.  The net yield on earning assets decreased in 1996 to 4.39%
compared to 4.54% in 1995.  The net yield on earning assets in 1996
was negatively impacted by an increase of approximately $104
million on an average basis in securities sold under agreements to
repurchase (repurchase agreements) that are not considered a core
funding source and, accordingly, have been matched primarily with
lower yielding short-term assets.  The average prime rate in 1996
was 8.27% compared to 8.83% in 1995.

     Average earning assets increased approximately $153 million or
14% in 1996 to $1.240 billion.  The increase was centered in loans,
which increased approximately $60 million or 8.5% to $768 million
and short-term assets (federal funds sold and securities purchased
under agreements to resell) which increased $85 million to $144
million.  Also there was a minor increase in the average securities
portfolio of approximately $7 million.  The Company has been able
to employ the growth in core funding sources in loans, as loan
demand was strong.  Non-core funding growth, previously discussed,
contributed to the growth in short-term assets. 

     In addition to the $104 million increase in repurchase
agreements, the growth in average earning assets was supported by
a $24 million increase in average interest bearing deposits and a
$21 million increase in average non-interest bearing sources of
funds, primarily money orders and similar payment instruments
outstanding, demand deposits, and shareholders' equity.  Average
advances from the Federal Home Loan Bank decreased approximately $6
million as there were no new advances in 1996.  Repurchase
agreements, a short-term higher yielding collateralized instrument
used by individual and corporate customers with large amounts of
investable funds, averaged $253 million during 1996, and continue
to be a significant funding source.  Average non-interest bearing
deposits, other liabilities and capital were 25% of average earning
assets in 1996 compared to 27% in 1995.

     The changes in interest income attributable to volume and rate
changes are summarized in the table on page 18.

PROVISION FOR LOAN LOSSES AND ALLOWANCE FOR LOAN LOSSES

     The provision for loan losses was $414,000 in 1996 compared to
$6,047,000 for 1995.  During 1996, the Company had net charge-offs
of $565,000, compared to $3,774,000 in 1995, and a significant
decrease in the level of non-performing loans.  The level of non-
performing loans at December 31, 1996, .54% of total loans, is
consistent with the Company's historical levels prior to 1995.  
During 1995 the Company recorded a provision for loan losses of
$5.7 million attributed primarily to losses associated with a group
of loans totaling approximately $14.8 million to a Louisville-based
real estate development firm.  These loans were classified by
management in 1995 as impaired and non-accrual and adjusted to fair
value based on appraisals of the underlying real estate collateral. 
During 1995, charge-offs related to these loans aggregated $2.9
million.  The allowance for loan losses related to this problem
real estate loan situation and related loans at the end of 1995 of
$1.9 million was established to cover a subordinated unsecured loan
to the developer and an unsecured loan to an airline charter
service controlled by the real estate developer.  During 1996,
favorable developments lead to the pay-off of the subordinated loan
and the airline charter service loan became fully collateralized;
accordingly, at December 31, 1996 there is not a specific
allocation of the allowance for loan losses related to this problem
loan situation from 1995.  See "Non-Performing Assets".
     
     The allowance for loan losses is maintained at a level
sufficient to absorb estimated probable credit losses in the loan
portfolio, considering non-performing 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
experience and such other factors which, in management's judgement,
deserve current recognition.  At December 31, 1996, the allowance
for loan losses was 1.14% of loans outstanding compared to 1.25% at
the end of 1995.  

     During 1996, the growth in the loan portfolio was primarily in
the commercial and financial loan category which increased $41
million or 12% from December 31, 1995 to December 31, 1996.  While
these loans are generally larger, the Company limits its risk
exposure for these, as well as other categories of loans, by
following conservative underwriting practices.  The Company's
aggregate net losses for this category of loans over the last 5
years have been approximately $1.2 million.  Mortgage and other
retail loan products also increased in 1996, while not adding any
appreciable risk to the loan portfolio.  These loans are generally
on a secured basis and delinquencies and losses continue to be
minimal.  Real estate construction and development loans have
declined since last year, while the underlying loan composition in
this category remains diversified between residential and
commercial properties. 

     The table on page 10 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                                               1996           1995           1994
                                                          ---------------------------------------------
<S>                                                           <C>            <C>            <C>
Balance, January 1                                                $9,318         $7,045         $6,578
Provision for loan losses                                            414          6,047            712
Net loan charge-offs                                                (565)        (3,774)          (245)

                                                          ---------------------------------------------
Balance, December 31                                              $9,167         $9,318         $7,045
                                                          =============================================


Average loans                                                   $767,755       $707,898       $679,100
Loans at year-end                                                804,182        748,565        699,396
Non-performing loans at year-end                                   4,349         15,143          3,511
Impaired loans at year end (1)                                     3,424         14,328          -
Provision for loan losses to average loans                          0.05%          0.85%          0.10%
Net charge-offs to average loans                                    0.07           0.53           0.04
Allowance for loan losses to average loans                          1.19           1.32           1.04
Allowance for loan losses to year-end loans                         1.14           1.25           1.01

(1) Impaired loan designation not required prior to 1995.

</TABLE>

NON-INTEREST INCOME

     Non-interest income increased $3.3 million or 30% in 1996
compared to 1995.  The substantial increase in 1996 is partially
attributed to a $1.8 million gain related to the sale of part of
the money order business of Mid-America Money Order Company (MOC). 
Western Union Financial Services, Inc., exercised a contractual
option to purchase part of the money order business from MOC.  The
purchase of this business by Western Union involved approximately
one-third of MOC's agent base and volume.  However, the Company
does not expect the profit level of MOC to decline in the same
proportion as the lost volume because this portion of the agent
base accounted for the lowest profit margin segment in the MOC
portfolio and the sale will permit some cost reductions.  In
addition to this transaction, the Company had securities gains in
1996 aggregating $129,000 compared to securities losses of $665,000
in 1995.  Excluding the money order gain and securities gains and
losses from each period, non-interest income increased
approximately 6% in 1996, compared to 1995.

     Service charges on deposits, the largest component of non-interest
income, were $4.6 million in 1996, an increase of 1.6%
over 1995.  During 1996, the Company was able to slightly increase
its number of transaction accounts, however there was a shift to
packaged and fixed fee accounts which generally generate lower fees
per account.  During 1996, the Company redesigned its consumer
transaction account product base and increased the level of regular
advertising for these products.  These efforts have reversed the
Company's experience in recent past years, where the number of
transaction accounts had been declining.

     Trust income increased $182,000 or 19% in 1996 when compared
to 1995.  The 26% growth in personal and corporate trust revenues
caused the overall increase in trust income, as the stock transfer
portion of trust income of $282,000 was relatively unchanged from
1995.  The increase in personal and corporate trust revenues is
attributed to on-going business development efforts and a Bank-wide
referral incentive program.

     Money order fees were $3.8 million in 1996, a 2% decline
compared to 1995.  The decline is attributed to the previously
discussed agent base sale to Western Union.  Aside from this sale,
MOC continued to expand its remaining agent base (9%) and increase
items issued (10%) in 1996.  MOC provides the Company with a unique
source of non-interest income, as well as a non-interest bearing
source of funds, which averaged approximately $62 million for 1996. 
MOC had net income, excluding the gain on the agent base sale, of
$1,240,000 in 1996, compared to $826,000 in 1995.

     Other non-interest income, excluding the money order gain,
increased $550,000.  The increase is attributed to income on the
Company's new debit card product of $167,000, increased ATM fees of
$108,000 resulting from a new surcharge fee from non-customer usage
of the Company's 39 machine ATM network, and $234,000 of gains on
the disposition of other real estate owned.  

     Net securities gains of $129,000, included gross securities
losses of $1,112,000 and gross securities gains of $1,241,000.  In
connection with the Company's efforts to extend maturities, 
increase yields, and change the composition of its securities
portfolio, numerous sales and reinvestment transactions were
undertaken during 1996.

OTHER OPERATING EXPENSES

     Other operating expenses increased $2,733,000 or 6.5% to
$44,577,000 from $41,844,000 in 1995.  This increase was primarily
associated with increases in personnel costs, expenses related to
an increased level of advertising, and expenses related to a bank-
wide consulting project directed at improved productivity, fee
revenue maximization and expense reductions.  Excluding the
increase in salaries and benefits and 1995 expenses related to the
aforementioned problem real estate loans, the aggregate of the
other components of other operating expenses increased only
$172,000 or less than 1%.

     Salaries and benefits increased $3,561,000 or 16% to
$25,850,000.   The increase in salaries and benefits in 1996 is
related to several factors as follows:
     
          *Annual salary increases that averaged 4% were effective
          in April 1996.

          *The addition of a Vice-Chairman and Chief Executive
          Officer and several senior commercial and real estate
          lending officers in the fourth quarter of 1995, whereas
          a full year salary impacted 1996 compared to a quarter or
          less impact in 1995.
     
          *An increase in average full-time equivalent employees
          (FTE) from 648 during 1995 to 658 in 1996.  Even though
          average FTE increased, the Company has reduced FTE from
          a high in July 1996 of 677 FTE to 630 FTE at the end of
          1996.  The decrease in FTE relates to the Company's
          efforts to increase productivity, increase efficiency and
          reduce costs.  Most of the decrease has been accomplished
          through attrition, however some positions were eliminated
          with a related severance cost of approximately $325,000.
     
          *The implementation of a new performance bonus program
          available to senior officers (vice president and above)
          that increased benefits in 1996 compared to 1995.  No
          bonus expense existed in 1995 due to the decline in net
          income in 1995.
     
          *An increase in pension costs attributed to the increased
          salary base and a lower discount rate for actuarial
          calculations.

     Occupancy, and furniture and equipment expenses both reflected
minor decreases in 1996 compared to 1995.  Occupancy expense of
$2.9 million declined $14,000 and furniture and equipment expenses
of $4.7 million declined $184,000 in 1996 compared to 1995. 
Management monitors and controls the level of capital expenditures
and this control limits the level of increase in depreciation and
maintenance from year to year.  Each capital project is subject to
rigorous cost/benefit analysis.  In 1996, a portion of the decrease
in furniture and equipment expenses was related to depreciation and
maintenance of the money order machines that were sold to Western
Union.

     The other expenses category of other operating expenses
includes advertising and marketing, operating supplies,
professional fees, taxes other than income taxes, deposit insurance
and other expenses.  Other operating expenses decreased $630,000 
in 1996 compared to 1995.  Excluding 1995 expenses related to the
aforementioned group of problem real estate loans, other expenses 
increased $370,000 or 3.5% in 1996.  Advertising and marketing
expenses of $1,262,000 increased $558,000 or 79% in 1996 compared
to 1995, as the Company increased its level of regular advertising
for loan and deposit product promotions in 1996.  The Company plans
to continue this increased level of advertising and promotion in
its efforts to increase retail market share.  Operating supplies
expenses declined in 1996 partially as a result of the installation
of a new inventory and requisitioning system that controlled usage
and order levels and a paper and forms reduction program made
possible by utilization of a new document imaging system. 
Additionally, supplies expenses at MOC declined $186,000 as a
result of the lower agent base subsequent to the Western Union
transaction.  Professional fees increased $659,000 in 1996 compared
to 1995, with legal fees declining $386,000 as the level of legal
fees associated with the group of problem real estate loans
previously discussed declined after the bankruptcy settlement in
early 1996.  Professional fees were also impacted by $870,000 of
expenses related to the previously mentioned consulting project and
a separate consulting project related to the Company's teller
automation program scheduled for implementation in the first half
of 1997.  Bank, property and other taxes increased $251,000 or 18%
as a result of the change in the basis for the Kentucky bank tax
which increased the related expenses approximately $200,000.
Deposit insurance costs declined $835,000 in 1996 compared to 1995,
as the FDIC decreased the rate of deposit insurance during the last
half of 1995.  Other expenses, which decreased approximately
$784,000 in 1996 compared to 1995, included a decreased level of
funding for the Company's charitable trust ($187,000), increased
travel and entertainment ($65,000) and the absence of expenses in
1995 related to certain legal matters ($500,000).

INCOME TAXES

     The effective tax rates were 32.7%, 29.5%, and 31.3%, for
1996, 1995, and 1994, respectively.  The difference between the
statutory and the effective tax rates was principally attributable
to the tax-exempt status of interest income on obligations of
states and political subdivisions and certain loans.  These tax
free sources of income were a smaller proportion of the increased
level of income before tax in 1996 and caused the higher effective
tax rate.

BALANCE SHEET

     Total assets were $1.421 billion at December 31, 1996,
compared with $1.314 billion one year ago.  Total assets averaged
$1.314 billion during 1996, an increase of approximately $143
million, or 12% over 1995.  Average earning assets increased
approximately $153 million or 14% to $1.240 billion in 1996. 
Increased loan volume and securities purchased under agreements to
resell accounted for a substantial portion of the increase in
earning assets.

SECURITIES

     The Company's securities portfolio includes obligations of the
U.S. Government and its agencies, collateralized mortgage
obligations (CMOs), 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, 1996, securities available for sale totaled
approximately $336 million.  These securities had unrealized
holding losses during 1996 of approximately $2.5 million that
resulted in a decrease in shareholders' equity of approximately
$1.6 million on a net of tax basis.   During 1996, the Company
restructured the composition of its securities portfolio to extend
the average life and increase the yield of the portfolio.  This
activity was coordinated with overall balance sheet management
issues and was further designed to minimize the impact of interest
rate changes on the securities portfolio.  In connection with this
activity, U.S. Treasury and Agency securities were decreased
approximately $68 million, while obligations of state and political
subdivision, and CMOs increased approximately $30 million and $86
million, respectively.  The CMOs in the portfolio aggregate
approximately $101 million and have an estimated weighted average
life of 3.6 years.  The cash flows for the CMOs are relatively
predictable and stable.

     Securities classified as held to maturity were $75 million at
December 31, 1996 and had net unrealized gains of $196,000.  These
securities, with a weighted average life of .28 years, were
purchased with the intent to hold to maturity.

     The securities portfolio is utilized for pledging requirements
on certain borrowings and public and fiduciary deposits, and
provides liquidity from scheduled maturities.

LOANS

     Total loans and leases, net of unearned income, were $804
million at December 31, 1996, an increase of approximately $56
million or 7% compared to December 31, 1995.  Average loans
increased approximately $60 million or 8%, to $768 million in 1996
from $708 million in 1995.

      Real estate mortgage loans were approximately $295 million at
December 31, 1996, up approximately 4% from a year ago.  The
Company has been a market leader in home equity financing which
contributes to this concentration in the loan portfolio.  Real
estate mortgages are principally in the metropolitan Louisville,
Kentucky area.  This market has not experienced significant
inflation or deflation in real estate prices.

     Commercial and financial loans increased $41 million to
approximately $387 million, as the Company continues to emphasize
lending to businesses in the community.  The significant categories
of commercial and financial borrowers are health services,
religious organizations, bank holding companies, wholesalers of
durable goods, and permanent financing on commercial real estate.

     During 1996, construction and development loans decreased
approximately $6 million to approximately $56 million.  Excluding
the impact of the previously discussed group of problem real estate
loans that were transferred to other real estate during 1996, this
category of loans increased approximately $6 million during 1996 as
demand for this type of financing in the Company's market remained
strong.  These loans are principally for the development of
residential housing tracts, office buildings and shopping centers. 

     Consumer loans increased approximately $9 million or
approximately 16% in 1996 to $67 million.  The Company emphasized
consumer lending in 1996 with a new marketing approach, increased
advertising, and competitively priced products.

     The Company has no foreign loans and lends principally within
its metropolitan area.

NON-PERFORMING ASSETS

     Non-performing assets include non-accrual loans, loans 90 days
or more past due and other real estate held for sale.  At December
31, 1996, non-performing assets totaled $13,926,000 compared with
$16,228,000 at December 31, 1995.  Information with respect to non-
performing loans and assets is presented in the table above.

     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.  At December 31, 1996, there were
loans of approximately $11.7 million for which payments were
current or less than 90 days past due where borrowers are currently
experiencing financial difficulties.  These loans are subject to
management review and are considered in determining the adequacy of
the allowance for loan losses.

     In 1996, the level of non-performing loans decreased from
$15.1 million at the end of 1995 to approximately $4.3 million at
the end of 1996.  Of these non-performing loans at December 31,
1996, $3.4 million are classified as impaired.  In April 1996, the
Company obtained from bankruptcy court, title to properties related
to $11.9 million of non-performing loans at December 31, 1995.  The
carrying value of these properties and other properties acquired
from the bankruptcy court and transferred to other real estate
owned was approximately $15.2 million.  At December 31, 1996, the
carrying value of these properties has been reduced to $9.4 million
as a result of property sales.  The Company has a contract for
additional property sales expected to close in March 1997 that will
further reduce the carrying value by approximately $500,000.  Also,
the Company has a sales contract for a portion of these properties
with a carrying value of approximately $1.5 million, that is
contingent on zoning changes which are not expected to be resolved
until the middle of 1997.  These properties had previously been
adjusted to fair value based on appraisals and current contracts
support appraised values.  Management intends to continue to
provide for the orderly development and marketing of these
properties in a manner designed to maximize the value thereof to
the Company.

     Management has carefully evaluated its risk, including
consideration of underlying collateral values based on current
market conditions, with respect to non-accrual loans, loans past
due 90 days or more, and potential problem loans. 

     Other real estate held for sale increased to $9.6 million at
December 31, 1996.  During 1996, other real estate acquired in
settlement of loans aggregated $12.5 million, including the $11.9
million discussed above, and sales of other real estate aggregated
$7.7 million.

<TABLE>
<CAPTION>

NON-PERFORMING ASSETS

Dollars In Thousands                                                    December 31
                                                  -------------------------------------------------------
                                                       1996       1995       1994       1993       1992
                                                     --------   --------   --------   --------   --------
<S>                                                <C>        <C>        <C>        <C>        <C>
Loans accounted for on a non-accrual basis            $3,424    $14,301     $2,705     $2,695     $4,453
Loans contractually past due ninety days or more
  as to interest or principal payments                   925        842        806      1,177      1,376
                                                     --------   --------   --------   --------   --------
    Total non-performing loans                         4,349     15,143      3,511      3,872      5,829
Other real estate held for sale                        9,577      1,085      2,385      2,970      3,561
                                                     --------   --------   --------   --------   --------
    Total non-performing assets                      $13,926    $16,228     $5,896     $6,842     $9,390
                                                     ========   ========   ========   ========   ========
Non-performing loans to total loans                     0.54%      2.02%      0.50%      0.59%      1.00%
Non-performing assets to total assets                   0.98       1.24       0.49       0.59       0.90
Allowance for loan losses to non-performing loans     210.78      61.53     200.66     169.89     103.28

</TABLE>

At December 31, 1996, loans classified as impaired aggregated $3,424,000 and
included all non-accrual loans.  At December 31, 1995, impaired loans
aggregated $14,328,000.

DEPOSITS

     Total deposits increased approximately $40 million to $825
million on December 31, 1996, compared to $785 million at December
31, 1995.  Deposits also increased on an average basis during 1996,
increasing approximately $27 million to $773 million.  During 1996,
the Company undertook several measures to increase its deposit
balances: Consumer checking products were redesigned, simplified
and repriced, commercial cash management services were enhanced and
expanded, new high rate/high minimum balance transaction and saving
account products were developed and product and rate advertising
campaigns were consistently used.  Average interest bearing
deposits for the year increased from $646 million to $670 million. 
During 1996, in addition to the inflow of new money for our
competitively priced time deposits, there was a continued shift of
interest bearing demand deposits to higher rate savings and time
deposits.  Average non-interest bearing deposits increased
approximately 4% to $103 million.  Large certificates of deposit on
an average basis increased approximately 5% to $65 million during
1996, from $62 million during 1995.  Included in large certificates
of deposit at December 31, 1996 and 1995, are retail brokered
certificates of deposit of approximately $10 million issued in June
1994. 

ADVANCES FROM THE FEDERAL HOME LOAN BANK 

     Federal Home Loan Bank advances decreased from $75 million at
the end of 1995 to $69 million at the end of 1996, as no new
advances were used during 1996.  Prior to 1995, the Company  used
this source of fixed rate funds to match its fixed rate mortgage
loan products when interest rates were at lower levels in the early
1990's.  

MONEY ORDERS AND SIMILAR PAYMENT INSTRUMENTS OUTSTANDING

     Money orders and similar payment instruments outstanding at
December 31, 1996 were $77 million, down approximately $3 million
compared to the end of 1995.  The sale of the program agent base to
Western Union caused this decline.  On an average basis, these
items increased approximately $6 million to $62 million in 1996
compared to 1995.  Money orders and similar payment instruments
outstanding continue to be a significant source of non-interest
bearing funds for the Company. 

INTEREST SENSITIVITY MANAGEMENT

     Interest rate risk at any time interval may be measured in
absolute dollars by examining the gap position, or difference
between interest-sensitive assets and liabilities.  A positive gap,
which arises when interest-sensitive assets exceed interest-
sensitive liabilities in designated time frames, will result in a
greater proportion of assets than liabilities repricing with
changes in market interest rates.  A positive gap is normally
advantageous when market rates are rising.  A negative gap, where
interest-sensitive liabilities exceed interest-sensitive assets, is
normally advantageous when market interest rates are declining. 
Asset/ liability management strategies attempt to control exposure
to these interest rate risks.

     The Company began using interest rate swap contracts as part
of its overall asset/liability management process during 1995. 
Interest rate swaps are agreements with a counterparty to exchange
periodic interest payments that are calculated on a notional
principal amount.  At December 31, 1996, the Company had interest
rate swap contracts with notional amounts totaling $150 million,
with a weighted average maturity of 3.2 years.  Under these
contracts the Company pays the floating prime rate, 8.25% at
December 31, 1996, and receives a weighted average fixed rate of
8.56%.

     The interest sensitivity of the Company's earning assets and
interest bearing liabilities at December 31, 1996 is shown on the
table on page 19. This gap table reflects the rate sensitive
position at the end of the year and is not necessarily reflective
of positions throughout the year.  The carrying amount of interest
sensitive assets and liabilities and the notional amounts of
interest rate swaps are presented in the periods in which they next
reprice to market rates or mature.  Variable rate assets and
liabilities are distributed based on the repricing frequency of the
instrument.  In managing interest sensitivity, the Company
determines the repricing characteristics of non-maturity deposits
based on historical responses to changes in market interest rates. 
Accordingly, the gap table presents 30% of interest bearing demand
and 20% of savings deposits in the 0 to 90 Days category with the
remainder in the over 5 Years category.  The cumulative negative
gap position in the less than one year category of (.24%) at
December 31, 1996, has been reduced from a positive gap of 6.76% at
the end of last year as management has used on-and off-balance-
sheet management strategies to reduce the Company's exposure to
interest rate changes.

     Gap alone does not accurately quantify the effects of changes
in interest rates on interest income, since changes in interest
rates do not occur simultaneously or equally to all assets or
liabilities in a category.  Management supplements traditional gap
analyses with computer simulation modeling to estimate the
financial impact of rate changes.

SHAREHOLDERS' EQUITY

     Shareholders' equity increased $7.7 million to $140,638,000 at
December 31, 1996.  Average shareholders' equity increased $6
million to $135 million and was 10.3% of average total assets for
1996.  The Company's primary source of capital is net income, net
of dividends paid.  Shareholders' equity was impacted by the
depreciation of securities available for sale, which reduced
shareholders' equity during 1996 by $1.6 million.

     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, 1996
and 1995, the Company's capital ratios exceeded required minimums
and placed the Company in the "Well Capitalized" category.  Refer
to Note M to the consolidated financial statements for regulatory
capital information.

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 base and the
ability to attract large deposits and repurchase agreements. The
Company's short-term investments, which include federal funds sold,
securities purchased under agreements to resell and securities
maturing within one year, are approximately 20% of total assets. 
Short-term investments are approximately 81% of non-core
liabilities, which consist of federal funds purchased, securities
sold under agreements to repurchase 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, averaged
approximately 8.9% during 1996.  In the opinion of management,
incremental funding sources are sufficient to meet known or
reasonably anticipated funding requirements.  

     During 1996, financing and operating activities adequately
supported the investing activities of the Company.  Investing
activities, primarily loans to customers and securities
transactions, have been funded by increased deposits, securities
sold under agreements to repurchase and operating activities,
including net income and increases in money orders and similar
payment instruments outstanding.

     The liquidity of the holding company is impacted primarily by
the ability of its principal subsidiary, the Bank, to pay
dividends.  During 1996, the Bank paid $19.3 million of dividends
to the holding company.  Dividends above historical levels were
paid to the holding company in 1996 to minimize state based bank
taxes in the future.  Certain regulatory restrictions limit the
amount of dividends the Bank may pay.  Additional information about
these restrictions is in Note M to the consolidated financial
statements.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

     During 1996, The Financial Accounting Standards Board issued
FASB Statement No. 125, "Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities."  The
Statement provides consistent standards for distinguishing
transfers of assets that are sales from transfers that are secured
borrowings.  The Statement requires that liabilities incurred by
transferors as part of a transfer be measured at fair value and
that any retained interest in transferred assets be measured by
allocating the previous carrying amount between the assets sold and
retained interest based upon their relative fair values at the date
of the transfer.  The Statement also requires that debtors
reclassify financial assets pledged as collateral and that secured
parties recognize those assets and their obligations to return them
in certain circumstances in which the secured party has taken
control of those assets.

     Certain provisions of Statement No. 125 have been deferred for
one year, to after December 31, 1997, by the issuance of FASB
Statement No. 127, "Deferral of the Effective Dates for Certain
Provisions of FASB Statement No. 125."  Management believes the
potential effects of FASB Statement No. 125 will not be significant
to its financial position or results of operations.  

1995 COMPARED TO 1994

     Net income for 1995 was $8,066,000 or $.85 per share compared
with $12,612,000 or $1.34 per share for 1994.  The decrease in 1995
was attributed primarily to an increase in the provision for loan
losses from $712,000 in 1994 to $6,047,000 in 1995.  This increased
provision for loan losses related primarily to a group of non-
performing loans to a Louisville-based real estate development
firm.  For 1995, return on average total assets (ROA) was .69% and
return on average equity (ROE) was 6.26%, compared with 1994 when
the ROA was 1.11% and ROE was 10.36%.  

NET INTEREST INCOME

     In 1995, net interest income on a tax equivalent basis
increased $3,358,000 to $49,413,000.  Net interest income was
favorably impacted by increases in average earning assets and
higher average interest rates.  The  average yield on earning
assets increased from 7.60% in 1994 to 8.45% in 1995, with a
similar increase in the average rate on interest bearing
liabilities from 3.94% in 1994 to 4.84% in 1995.  The shift to
higher interest rates, interacting with the timing of repricing and
the shift in composition of earning assets and interest bearing
liabilities during the year, resulted in a net interest spread of
3.61% in 1995 compared to 3.66% in 1994.  The net yield on earning
assets increased in 1995 to 4.54% compared to 4.34% in 1994.  The
average prime rate in 1995 was 8.83% compared to 7.14% in 1994.

     Average earning assets increased approximately $28 million or
3% in 1995 to $1.087 billion.  The increase was centered in loans,
which increased approximately $29 million or 4% to $708 million. 
Also there was a slight increase in the average securities
portfolio of approximately $6 million.  Changes in the composition
and amounts of earning assets arose in part from management's
response to the interest rate environment in 1995, where such
changes were necessary to maintain a proper match among assets and
liabilities, while increasing the yield on investable funds.

     The growth in average earning assets was supported by a $6.6
million increase in average interest bearing deposits and increases
in non-interest bearing sources of funds, primarily money orders
and similar payment instruments outstanding and demand deposits, of
$28 million.  Average advances from the Federal Home Loan Bank
decreased approximately $4 million as no new advances were taken in
1995.  Repurchase agreements decreased 2% in 1995, while continuing
to be a significant funding source.  Non-interest bearing deposits,
other liabilities and capital were 27% of earning assets in 1995
compared to 24.5% in 1994.

     The changes in interest income attributable to volume and rate
changes are summarized in the table on page 18.

PROVISION FOR LOAN LOSSES AND ALLOWANCE FOR LOAN LOSSES

     The provision for loan losses was $6,047,000 in 1995 compared
to $712,000 for 1994.  During 1995, the Company had net charge-offs
of $3,774,000, compared to $245,000 in 1994, and an increase in the
level of non-performing loans.  During the third quarter of 1995,
the Company recorded a provision for loan losses of $5.7 million
attributed primarily to losses associated with the aforementioned
group of loans totaling approximately $14.8 million to a
Louisville-based real estate development firm.  These loans were
classified by management as impaired and non-accrual and adjusted
to fair value based on appraisals of the underlying real estate
collateral.  During 1995, charge-offs related to these loans
aggregated $2.9 million. 

     At December 31, 1995, the allowance for loan losses was 1.25%
of loans outstanding compared to 1.01% at the end of 1994.  

NON-INTEREST INCOME

     Non-interest income decreased $408,000 or 3.5% in 1995
compared to 1994.   Money order fees were $3.9 million, an increase
of $524,000 or 15.7% compared to 1994.  During 1995, the agent base
of MOC increased 16% to 3306 agent sites, which contributed to the
27% increase in items issued.  MOC had net income of $826,000 in
1995, compared to $562,000 in 1994, with such increase attributed
to increased fee revenue and increased interest income. 

     Service charges on deposits were $4.5 million in 1995, down
1.4% from 1994.  During 1995, the Company had an increase in the
number of transaction and savings accounts, however most of the
increase related to packaged and fixed fee accounts which generally
generate lower fees per account.

     Total trust income declined 14.5% during 1995 when compared to
1994.  Personal and corporate trust revenues increased 7.8% in 1995
as business development activities started to yield new customers. 
The stock transfer portion of trust income declined 43% to $281,000
in 1995 due to a declining customer base and the absence of non-
recurring special project fees that were realized in 1994.  

     In December 1995, the Company realized a loss of $636,000 on
the sale of approximately $90 million of its available for sale
securities.  The proceeds from these sales were reinvested in
securities that extended the overall life and rate of return of the
securities portfolio.  Other sales during the year added net losses
of $29,000.  There were no other individually significant
components of other non-interest income and such components did not
fluctuate significantly between 1995 and 1994.

OTHER OPERATING EXPENSES

     Other operating expenses increased $4,252,000 or 11.3% to
$41,844,000 from $37,592,000 in 1994.  This increase was primarily
associated with increases in personnel costs, expenses related to
technology improvements and maintenance, facilities remodeling and
expansion, and the group of problem real estate loans previously
discussed.  

     Salaries and benefits increased $1,751,000 or 8.5% to
$22,289,000.  This increase was attributed to several factors,
including annual salary adjustments that were effective at the
beginning of the year, an increase in average FTE from 639 in 1994
to 648 in 1995, and the addition of several senior commercial and
real estate lending officers and a new Vice-Chairman and Chief
Executive Officer in the fourth quarter of 1995.  A decline in a
portion of salaries and benefits in 1995 of approximately $350,000
related to management bonuses in 1994 and the absence of such
bonuses in 1995.  Another factor influencing salaries and benefits
was an increase in health insurance costs of approximately $405,000
due to higher claim levels.


     Occupancy and furniture and equipment expenses both increased
in 1995 compared to 1994.  Occupancy expense, up $349,000 or 13.3%
in 1995, was impacted primarily by increased rent expense related
to expanded space at the Company's main office facility, and at the
money order company subsidiary's office location, and increased
amortization and maintenance expenses associated with leasehold
improvements at these locations.  Furniture and equipment expenses
increased $633,000 or 15% in 1995 compared to 1994 and reflected
increased depreciation and routine maintenance associated with
technology equipment additions/upgrades and additional money order
equipment.

     Other operating expenses increased $1.5 million or 14.9% in
1995 compared to 1994.  Printing and supplies expenses increased
$431,000 in 1995 compared to 1994, with approximately $300,000 of
the increase related to the money order company subsidiary forms
and other supplies usage that accompanied the sales volume
increase.  Professional fees increased $654,000 in 1995 compared to
1994, with $500,000 of the increase attributed to legal fees
associated with the problem real estate loan situation previously
discussed. Deposit insurance costs declined $794,000 in 1995
compared to 1994 as the FDIC decreased the rate of deposit
insurance during 1995.  Other expenses, which increased
approximately $1.3 million in 1995 compared to 1994, included
increased advertising and marketing expenses ($108,000), increased
donations ($336,000), money order company subsidiary collection
losses ($215,000) and expenses related to certain legal matters
($500,000).

<PAGE>

<TABLE>
<CAPTION>

AVERAGE BALANCES AND YIELDS/RATES TAX EQUIVALENT BASIS

Dollars In Thousands                                1996                          1995                          1994
                                        ----------------------------- ----------------------------- -----------------------------
                                        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                  $197,404  $12,066     6.13%   $259,137  $13,903     5.36%   $260,077  $11,301     4.32%
    States and political 
     subdivisions                           25,771    2,040     7.92      11,742      958     8.18       6,390      525     8.22
    Corporate and other                    104,688    6,414     6.14      49,653    3,076     6.18      47,713    2,808     5.87
   Federal funds sold                       31,294    1,700     5.43      40,177    2,389     5.95      32,155    1,409     4.38
   Securities purchased under
    agreements to resell                   113,110    6,059     5.36      18,740    1,105     5.90      33,767    1,345     3.98
   Loans, net of unearned income           767,755   74,077     9.65     707,898   70,433     9.95     679,100   63,260     9.32
                                        ----------- -------- -------- ----------- -------- -------- ----------- -------- --------
      Total earning assets               1,240,022  102,356     8.25%  1,087,347   91,864     8.45%  1,059,202   80,648     7.60%
NON-EARNING ASSETS:
   Allowance for loan losses                (9,250)                       (7,564)                       (6,649)
   Cash and due from banks                  30,708                        44,494                        47,814
   Other                                    52,858                        47,452                        36,198
                                        -----------                   -----------                   -----------
      Total assets                      $1,314,338                    $1,171,729                    $1,136,565
                                        ===========                   ===========                   ===========
INTEREST BEARING LIABILITIES:
   Deposits:
    Demand deposits                       $201,053    5,940     2.95%   $204,927    6,356     3.10%   $240,828    6,166     2.56%
    Savings deposits                        81,854    2,221     2.71      79,282    2,077     2.62      85,852    2,161     2.52
    Certificates of deposit
     $100,000 and over                      65,319    4,044     6.19      61,970    4,002     6.46      31,272    1,654     5.29
    Other time deposits                    321,550   18,457     5.74     300,001   16,810     5.60     281,621   13,515     4.80
                                        ----------- -------- -------- ----------- -------- -------- ----------- -------- --------
      Total interest bearing deposits      669,776   30,662     4.58     646,180   29,245     4.53     639,573   23,496     3.67
   Federal funds purchased and
    securities sold under
    agreements to repurchase               256,826   12,887     5.02     152,488    8,420     5.52     155,039    6,147     3.96
   Advances from the Federal Home
    Loan Bank                               72,303    4,430     6.13      78,526    4,786     6.09      82,373    4,950     6.01
                                        ----------- -------- -------- ----------- -------- -------- ----------- -------- --------
      Total interest bearing liabilities   998,905   47,979     4.80%    877,194   42,451     4.84%    876,985   34,593     3.94%

NON-INTEREST BEARING LIABILITIES:
   Demand deposits                         103,000                        99,207                        95,575
   Other                                    77,348                        66,540                        42,300
                                        -----------                   -----------                   -----------
      Total liabilities                  1,179,253                     1,042,941                     1,014,860
SHAREHOLDERS' EQUITY                       135,085                       128,788                       121,705
      Total liabilities and             -----------                   -----------                   -----------
       shareholders' equity             $1,314,338                    $1,171,729                    $1,136,565
                                        ===========                   ===========                   ===========
NET INTEREST INCOME                                 $54,377                       $49,413                       $46,055
                                                    ========                      ========                      ========
NET INTEREST SPREAD                                             3.45%                         3.61%                         3.66%
NET YIELD ON EARNING ASSETS                                     4.39%                         4.54%                         4.34%
                                                             ========                      ========                      ========
</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 1996 AND 1995 TAX EQUIVALENT BASIS

In Thousands                           Net Change    Due to      Due to    Net Change    Due to      Due to 
                                       1996/1995     Volume       Rate     1995/1994     Volume       Rate
                                      -----------------------------------------------------------------------
<S>                                     <C>         <C>         <C>         <C>         <C>         <C>
INCREASE (DECREASE)
Interest Income:
   Securities                             $2,583        $407      $2,176      $3,303        $304      $2,999
   Federal funds sold                       (689)       (496)       (193)        980         403         577
   Securities purchased under
    agreements to resell                   4,954       5,064        (110)       (240)       (737)        497
   Loans, net of unearned income           3,644       5,823      (2,179)      7,173       2,753       4,420
                                      -----------------------------------------------------------------------
      Total interest income               10,492      10,798        (306)     11,216       2,723       8,493

Interest Expense:
   Deposits:
    Demand deposits                         (416)       (118)       (298)        190      (1,000)      1,190
    Savings deposits                         144          68          76         (84)       (170)         86
    Certificates of deposit                                                                        
     $100,000 and over                        42         211        (169)      2,348       1,916         432
    Other time deposits                    1,647       1,229         418       3,295         923       2,372
   Federal funds purchased and 
    securities sold under 
    agreements to repurchase               4,467       5,297        (830)      2,273        (103)      2,376
   Advances from the Federal Home
    Loan Bank                               (356)       (381)         25        (164)       (233)         69
                                      -----------------------------------------------------------------------
      Total interest expense               5,528       6,306        (778)      7,858       1,333       6,525
                                      -----------------------------------------------------------------------
CHANGE IN NET INTEREST INCOME             $4,964      $4,492        $472      $3,358      $1,390      $1,968
                                      =======================================================================

</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>

INTEREST RATE SENSITIVITY ANALYSIS

Dollars In Thousands                                                                                  Non-interest
December 31, 1996                             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 of unearned income              $395,708     $14,189     $57,134    $177,326    $156,401      $3,424   $804,182
  Securities                                  102,488      31,028      35,661     183,862      58,634                411,673
  Federal funds sold                           20,200                                                                 20,200
  Securities purchased under
     agreements to resell                     110,000                                                                110,000
  Other assets                                                                                             74,878     74,878
                                           ----------- ----------- ----------- ----------- ----------- ----------- -----------
    Total assets                              628,396      45,217      92,795     361,188     215,035      78,302  1,420,933
                                           ----------- ----------- ----------- ----------- ----------- ----------- -----------
SOURCES OF FUNDS
  Deposits:
    Demand deposits                            60,104                                         140,237                200,341
    Savings deposits                           18,795                     730                  75,179                 94,704
    Time deposits                              69,193      77,406      97,715     145,238      12,957                402,509
  Securities sold under
    agreements to repurchase                  276,440       9,508                                                    285,948
  Federal funds purchased                       4,000                                                                  4,000
  Advances from the Federal Home
    Loan Bank                                   1,457       1,479       2,941      27,481      35,684                 69,042
  Other liabilities and non-interest
    bearing deposits                                                                                      223,751    223,751
  Shareholders' equity                                                                                    140,638    140,638
                                           ----------- ----------- ----------- ----------- ----------- ----------- -----------
    Total sources of funds                    429,989      88,393     101,386     172,719     264,057     364,389  1,420,933
                                           ----------- ----------- ----------- ----------- ----------- ----------- -----------
    Asset / liability gap                     198,407     (43,176)     (8,591)    188,469     (49,022)   (286,087)
                                           ----------- ----------- ----------- ----------- ----------- -----------
    Interest rate swap contracts affecting
       interest rate sensitivity             (150,000)
                                           ----------- ----------- ----------- ----------- ----------- -----------
    INTEREST SENSITIVITY GAP                   48,407     (43,176)     (8,591)    188,469     (49,022)   (286,087)
                                           ----------- ----------- ----------- ----------- ----------- -----------
    CUMULATIVE INTEREST SENSITIVITY GAP       $48,407      $5,231     ($3,360)   $185,109    $136,087
                                           =========== =========== =========== =========== =========== 
CUMULATIVE INTEREST SENSITIVITY GAP
  AS A PERCENT OF TOTAL ASSETS                   3.41%       0.37%      (0.24%)     13.03%       9.58%

RATE-SENSITIVE ASSETS TO RATE-
  SENSITIVE LIABILITIES                          1.11X       0.51X       0.92X       2.09X       0.81X

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

SUMMARY OF FINANCIAL DATA

In Thousands, Except Per Share Amounts                      Years Ended December 31
                                       -----------------------------------------------------------------
                                            1996         1995         1994         1993        1992
                                       -----------------------------------------------------------------
<S>                                    <C>          <C>          <C>          <C>          <C>
Total interest income                      $100,785      $90,595      $79,652      $71,302      $70,487
Total interest expense                       47,979       42,451       34,593       30,752       35,299
                                       -----------------------------------------------------------------
Net interest income                          52,806       48,144       45,059       40,550       35,188
Provision for loan losses                       414        6,047          712          390          650
                                       -----------------------------------------------------------------
Net interest income after
  provision for loan losses                  52,392       42,097       44,347       40,160       34,538
Non-interest income                          14,527       11,191       11,599       10,942       11,357
Other operating expenses                     44,577       41,844       37,592       34,276       32,252
                                       -----------------------------------------------------------------
Income before income taxes                   22,342       11,444       18,354       16,826       13,643
Income tax expense                            7,313        3,378        5,742        5,253        4,122
                                       -----------------------------------------------------------------
Net income                                  $15,029       $8,066      $12,612      $11,573       $9,521
                                       =================================================================
Per common share:
  Net income:
     Primary                                  $1.58        $0.85        $1.34        $1.23        $1.04
     Fully Diluted                            $1.57        $0.85        $1.34        $1.23        $1.04
  Cash dividends declared                      0.69         0.61         0.59         0.58         0.49

<CAPTION>

                                                                  December 31
                                       -----------------------------------------------------------------
                                            1996         1995         1994         1993        1992
                                       -----------------------------------------------------------------
<S>                                    <C>          <C>          <C>          <C>          <C>
Loans, net of unearned income              $804,182     $748,565     $699,396     $657,568     $583,267
Total assets                              1,420,933    1,313,987    1,213,990    1,169,023    1,041,649
Total deposits                              825,257      784,957      732,620      729,449      689,377
Total shareholders' equity                  140,638      132,950      125,052      119,590      112,629

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

QUARTERLY FINANCIAL DATA

In Thousands, Except                  1996                              1995                             1994
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                $24,559 $25,023 $25,307 $25,896  $22,104 $22,787 $22,103 $23,601  $18,310 $19,507 $20,325 $21,510
Total interest 
  expense                11,728  11,942  11,908  12,401   10,458  10,676  10,484  10,833    7,881   8,351   8,931   9,430
Provision for
  loan losses              ---      104     303       7      102     127   5,718     100      100     102     150     360
Net interest income      ------  ------  ------  ------   ------  ------  ------  ------   ------  ------  ------  ------
  after provision for
  loan losses            12,831  12,977  13,096  13,488   11,544  11,984   5,901  12,668   10,329  11,054  11,244  11,720

Non-interest income       4,221   3,031   3,971   3,304    2,762   2,854   2,936   2,639    2,691   2,707   2,829   3,372
Other operating 
  expenses               10,684  10,433  11,789  11,671   10,208  10,187  11,260  10,189    9,284   9,594   9,624   9,090

                         ------  ------  ------  ------   ------  ------  ------  ------   ------  ------  ------  ------
Income (loss) before
  income taxes            6,368   5,575   5,278   5,121    4,098   4,651  (2,423)  5,118    3,736   4,167   4,449   6,002
Income taxes              2,051   1,868   1,800   1,593    1,278   1,440    (947)  1,607    1,089   1,279   1,371   2,003
                         ------  ------  ------  ------   ------  ------  ------  ------   ------  ------  ------  ------
Net income (loss)        $4,317  $3,707  $3,478  $3,527   $2,820  $3,211 ($1,476) $3,511   $2,647  $2,888  $3,078  $3,999
                         ======  ======  ======  ======   ======  ======  ======  ======   ======  ======  ======  ======
Per common share
 Net income (loss)
  Primary                 $0.45   $0.39   $0.37   $0.37    $0.30   $0.34  ($0.16)  $0.37    $0.28   $0.30   $0.33   $0.43
  Fully Diluted           $0.45   $0.39   $0.37   $0.37    $0.30   $0.34  ($0.16)  $0.37    $0.28   $0.30   $0.33   $0.43
                         ======  ======  ======  ======   ======  ======  ======  ======   ======  ======  ======  ======

</TABLE>

<PAGE>

MARKET FOR MID-AMERICA BANCORP'S STOCK AND
RELATED SECURITY HOLDER MATTERS


Mid-America Bancorp's common stock is traded on the American Stock
Exchange (AMEX) under the symbol MAB.  As of December 31, 1996, the total
number of holders of the Company's common stock was 1,016 and the
market price of the Company's common stock was $ 19.00

Mid-America Bank of Louisville and Trust Company is the stock transfer
agent, dividend disbursing agent, and registrar for the common stock of
Mid-America Bancorp.

The tables below represent the high and low market prices reported for
Mid-America Bancorp's common stock 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
                                          --------------------------
1996              Cash Dividends Declared     High         Low
--------------------------------------------------------------------
<S>               <C>                         <C>          <C>
1st Quarter       $ .145                        $18.63       $15.75
2nd Quarter         .165                         17.75        15.13
3rd Quarter         .165                         16.63        15.88
4th Quarter         .215                         19.13        16.25

<CAPTION>

                                                  Market Price
                                          --------------------------
1995              Cash Dividends Declared     High         Low
--------------------------------------------------------------------
<S>               <C>                         <C>          <C>
1st Quarter       $ .14                         $16.00       $14.75
2nd Quarter         .14                          16.38        14.63
3rd Quarter         .14                          18.00        14.88
4th Quarter         .19                          18.00        16.00

</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 according to generally accepted
accounting principles, which involve the use of estimates and judgements 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 Peat Marwick 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
Mid-America Bancorp:

We have audited the accompanying consolidated balance sheets of Mid-America
Bancorp and subsidiaries as of December 31, 1996 and 1995, and the related
consolidated statements of income, changes in shareholders' equity, and cash
flows for each of the years in the three-year period ended December 31, 1996. 
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
Mid-America Bancorp and subsidiaries as of December 31, 1996 and 1995, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1996, in conformity with generally
accepted accounting principles.

As discussed in Note A to the consolidated financial statements, the Company
adopted the provisions of the Financial Accounting Standards Board's Statement
of Financial Accounting Standards No. 115, "Accounting For Certain Investments
in Debt and Equity Securities", in 1994.



/s/KPMG Peat Marwick LLP


Louisville, Kentucky
January 24, 1997


<PAGE>

<TABLE>
<CAPTION>

CONSOLIDATED BALANCE SHEETS

In Thousands, Except Share and Per Share Amounts                                        December 31
                                                                                   ----------------------
                                                                                     1996          1995
                                                                                  ---------    ---------
<S>                                                                              <C>          <C>
ASSETS
Cash and due from banks                                                             $30,884      $50,962
Federal funds sold                                                                   20,200       38,200
Securities purchased under agreements to resell                                     110,000       75,000
Securities available for sale, amortized cost 
    of $333,681 (1996) and $287,470 (1995)                                          336,118      292,374
Securities held to maturity, market value of $75,751 (1996) and $69,766 (1995)       75,555       69,326
Loans, net of unearned income of $15,916 (1996) and $23,304 (1995)                  804,182      748,565
Allowance for loan losses                                                            (9,167)      (9,318)
                                                                                  ---------    ---------
  Loans, net                                                                        795,015      739,247
Premises and equipment                                                               21,451       20,265
Other assets                                                                         31,710       28,613
                                                                                  ---------    ---------
    Total assets                                                                 $1,420,933   $1,313,987
                                                                                  =========    =========
LIABILITIES
Deposits:
  Non-interest bearing                                                             $127,703     $132,931
  Interest bearing                                                                  697,554      652,026
                                                                                  ---------    ---------
  Total deposits                                                                    825,257      784,957

Securities sold under agreements to repurchase                                      285,948      227,166
Federal funds purchased                                                               4,000        3,050
Advances from the Federal Home Loan Bank                                             69,042       75,109
Money orders and similiar payment instruments outstanding                            76,533       79,409
Accrued expenses and other liabilities                                               19,515       11,346
                                                                                  ---------    ---------
    Total liabilities                                                             1,280,295    1,181,037


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-12,000,000 shares; issued and outstanding -
   9,425,803 shares (1996); 9,091,642 shares (1995)                                  26,144       25,218
Additional paid-in capital                                                          104,932       99,991
Retained earnings                                                                     8,093        4,554
Net unrealized securities gains, net of taxes                                         1,585        3,187
Pension liability adjustment, net of taxes                                             (116)        -  
                                                                                  ---------    ---------
    Total shareholders' equity                                                      140,638      132,950
                                                                                  ---------    ---------
    Total liabilities and shareholders' equity                                   $1,420,933   $1,313,987
                                                                                  =========    =========

See notes to consolidated financial statements.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF INCOME

In Thousands, Except Per Share Amounts                                       Years Ended December 31
                                                                  ----------------------------------------------
                                                                     1996              1995              1994
                                                                  ----------        ----------        ----------
<S>                                                              <C>               <C>               <C>
INTEREST INCOME
Interest and fees on loans                                          $73,220           $69,499           $62,448
Interest on securities:
  U.S. Treasury and agencies                                         12,066            13,903            11,301
  States and political subdivisions                                   1,326               623               341
  Corporate and other                                                 6,414             3,076             2,808
Interest on federal funds sold                                        1,700             2,389             1,409
Interest on securities purchased under agreements to resell           6,059             1,105             1,345
                                                                  ----------        ----------        ----------
    Total interest income                                           100,785            90,595            79,652
INTEREST EXPENSE
Interest on deposits                                                 30,662            29,245            23,496
Interest on federal funds purchased and
  securities sold under agreements to repurchase                     12,887             8,420             6,147
Interest on Federal Home Loan Bank advances                           4,430             4,786             4,950
                                                                  ----------        ----------        ----------
    Total interest expense                                           47,979            42,451            34,593
                                                                  ----------        ----------        ----------
NET INTEREST INCOME                                                  52,806            48,144            45,059
PROVISION FOR LOAN LOSSES                                               414             6,047               712
                                                                  ----------        ----------        ----------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES                  52,392            42,097            44,347
NON-INTEREST INCOME
Income from trust department                                          1,151               969             1,133
Service charges on deposit accounts                                   4,582             4,509             4,572
Money order fees                                                      3,782             3,857             3,333
Securities gains (losses), net                                          129              (665)               (4)
Other                                                                 4,883             2,521             2,565
                                                                  ----------        ----------        ----------
    Total non-interest income                                        14,527            11,191            11,599
OTHER OPERATING EXPENSES
Salaries and employee benefits                                       25,850            22,289            20,538
Occupancy expense                                                     2,957             2,971             2,622
Furniture and equipment expenses                                      4,675             4,859             4,226
Other                                                                11,095            11,725            10,206
                                                                  ----------        ----------        ----------
    Total other operating expenses                                   44,577            41,844            37,592
                                                                  ----------        ----------        ----------
INCOME BEFORE INCOME TAXES                                           22,342            11,444            18,354
INCOME TAX EXPENSE                                                    7,313             3,378             5,742
                                                                  ----------        ----------        ----------
NET INCOME                                                          $15,029            $8,066           $12,612
                                                                  ==========        ==========        ==========

Weighted average shares outstanding
     Primary                                                          9,499             9,444             9,443
     Fully Diluted                                                    9,565             9,487             9,443
                                                                  ==========        ==========        ==========

NET INCOME PER COMMON SHARE
     PRIMARY                                                          $1.58             $0.85             $1.34
     FULLY DILUTED                                                    $1.57             $0.85             $1.34
                                                                  ==========        ==========        ==========

See notes to consolidated financial statements.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY


                                               Years Ended December 31, 1996, 1995 and 1994
                                  -------------------------------------------------------------------------------------
                                        Common Stock     Additional            Net Unrealized  Pension    Total
In thousands,                     ---------------------- Paid-in    Retained   Securities      Liability  Shareholders'
Except Share and Per Share Amounts  Shares      Amount   Capital    Earnings   Gains (Losses)  Adjustment Equity
                                  -------------------------------------------------------------------------------------
<S>                               <C>         <C>        <C>        <C>        <C>           <C>          <C>
Balance, January 1, 1994           8,510,125    $23,607    $91,535     $4,448     $     -       $     -       $119,590
Net income                                                             12,612                                   12,612
Cash dividends declared,
  ($0.59 per share)                                                    (5,559)                                  (5,559)
Stock dividend declared              255,960        709      3,706     (4,415)                                    --- 
Stock options exercised,
   including related tax benefits     37,674        105        367                                                 472
Net unrealized securities losses                                                    (2,063)                     (2,063)
                                  -------------------------------------------------------------------------------------
Balance, December 31, 1994         8,803,759     24,421     95,608      7,086       (2,063)           -        125,052
Net income                                                              8,066                                    8,066
Cash dividends declared,
  ($0.61 per share)                                                    (5,741)                                  (5,741)
Stock dividend declared              264,330        732      4,125     (4,857)                                    --- 
Stock options exercised,
   including related tax benefits     23,553         65        258                                                 323
Net unrealized securities gains                                                      5,250                       5,250
                                  -------------------------------------------------------------------------------------
Balance, December 31, 1995         9,091,642     25,218     99,991      4,554        3,187            -        132,950
Net income                                                             15,029                                   15,029
Cash dividends declared,
  ($0.69  per share)                                                   (6,491)                                  (6,491)
Stock dividend declared              273,935        759      4,240     (4,999)                                    --- 
Stock options exercised,
  including related tax benefits      60,226        167        701                                                 868
Net unrealized securities losses                                                    (1,602)                     (1,602)
Pension liability adjustment                                                                       (116)          (116)
                                  -------------------------------------------------------------------------------------
Balance, December 31, 1996         9,425,803    $26,144   $104,932     $8,093       $1,585        ($116)      $140,638
                                  =====================================================================================

See notes to consolidated financial statements.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF CASH FLOWS

In Thousands                                                        Years Ended December 31
                                                              ------------------------------------
                                                                 1996         1995         1994
                                                              ----------   ----------   ----------
<S>                                                           <C>          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                      $15,029       $8,066      $12,612
Adjustments to reconcile net income to net cash
   provided by operating activities:
  Depreciation, amortization and accretion, net                   3,408        4,341        5,357
  Provision for loan losses                                         414        6,047          712
  FHLB stock dividend                                              (962)        (874)        (690)
  Loss (gain) on sales of securities                               (129)         665            4
  Gain on sale of money order agent base                         (1,797)      -            -
  Loss (gain) on sales of other real estate                        (234)           8          (93)
  Deferred taxes                                                    217         (957)         485
Decrease (increase) in interest receivable                          218         (874)      (2,193)
Decrease (increase) in other assets                               1,435       (7,077)      (1,642)
Increase (decrease) in money orders and similar payment
  instruments outstanding                                        (2,876)      31,591       11,841
Increase in accrued expenses and other liabilities                4,413        1,394          643
                                                              ----------   ----------   ----------
    Net cash provided by operating activities                    19,136       42,330       27,036

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of securities available for sale                   (182,245)    (153,272)     (30,977)
  Proceeds from maturities of securities available for sale      58,022       40,739       15,806
  Proceeds from sales of securities available for sale           82,726      105,003        3,000
  Purchases of securities held to maturity                      (63,403)    (145,837)     (72,621)
  Proceeds from maturities of securities held to maturity        57,325      144,048       67,935
  Proceeds from sale of money order agent base                    1,797       -            -
  Proceeds from sales of premises and equipment                     904          195          136
  Net purchases of premises and equipment                        (4,909)      (4,271)      (3,864)
  Proceeds from sales of other real estate                        7,924        1,688        1,289
  Net increase in customer loans                                (68,652)     (52,802)     (42,721)
                                                              ----------   ----------   ----------
    Net cash used in investing activities                      (110,511)     (64,509)     (62,017)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net increase in deposits                                       40,300       52,337        3,171
  Net increase in securities sold
    under agreements to repurchase                               58,782       14,065       29,813
  Net increase (decrease) in federal funds purchased                950       (2,750)      (6,700)
  Advances from the Federal Home Loan Bank                       -            -            11,646
  Repayment of advances from the Federal Home Loan Bank          (6,067)      (6,395)     (10,248)
  Stock options exercised                                           823          310          436
  Dividends paid                                                 (6,491)      (5,741)      (5,559)
                                                              ----------   ----------   ----------
    Net cash provided by financing activities                    88,297       51,826       22,559
                                                              ----------   ----------   ----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS             (3,078)      29,647      (12,422)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                  164,162      134,515      146,937
                                                              ----------   ----------   ----------
CASH AND CASH EQUIVALENTS AT END OF YEAR                       $161,084     $164,162     $134,515
                                                              ==========   ==========   ==========

See notes to consolidated financial statements.

</TABLE>

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Mid-America Bancorp is a bank and savings and loan holding company
whose primary subsidiary is Mid-America Bank of Louisville and
Trust Company (the Bank).  Other subsidiaries include Mid-America
Bank, FSB and Mid-America Money Order Company.  Mid-America
Bancorp is primarily engaged in commercial and personal banking
activities and trust services.  Although much less significant to
operations and financial condition, Mid-America Bancorp, through
its money order subsidiary, is engaged in the issuance and sale of
retail money orders and similar payment instruments throughout the
United States.  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 Mid-America 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 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.

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.

Effective January 1, 1995, the Company adopted FASB Statement No.
114, "Accounting by Creditors for Impairment of a Loan", as amended
by FASB Statement No. 118, "Accounting by Creditors for Impairment
of a Loan - Income Recognition and Disclosures".  Under these
standards, a loan is impaired when it is probable that the creditor
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.

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. 

Net Income Per Common Share -- Net income per common share is
determined by dividing net income by the weighted average number of
shares of common stock outstanding, adjusted for the effect of
stock options.

<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, federal funds sold,
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 1996, 1995 and 1994, cash paid for income taxes
amounted to $8,056,000, $5,046,000 and $3,769,000,
respectively, and cash paid for interest was $46,939,000
$41,183,000 and $34,253,000, respectively. Loans transferred
to other assets were $12,470,000 in 1996, $158,000 in 1995,
and $648,000 in 1994. Securities held to maturity transferred to
securities available for sale amounted to $146,022,000 
in 1995.  

<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.  At December 31, 1996, these agreements matured in less than 7
days.  Securities purchased under agreements to resell averaged $113,110,000
during 1996 with an average yield of 5.36% and averaged $18,740,000 during 
1995 with an average yield of 5.90%.  The maximum month-end balance
outstanding during 1996 and 1995 was $145 million and $75 million,
respectively.

<PAGE>

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

<TABLE>
<CAPTION>

In Thousands                                      December 31, 1996                       December 31, 1995
                                    --------------------------------------- ---------------------------------------
                                    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           $147,230    $1,240      $170  $148,300  $218,667    $4,220        $5  $222,882
Collateralized mortgage obligations  100,308       594       148   100,754    14,267       164        19    14,412
States and political subdivisions     40,697     1,022       115    41,604    10,841       465         5    11,301
Corporate obligations                 28,811        15         1    28,825    28,023       102        18    28,107
Equity securities                     16,635  --        --          16,635    15,672  --        --          15,672
                                    --------------------------------------- ---------------------------------------
                                    $333,681    $2,871      $434  $336,118  $287,470    $4,951       $47  $292,374
                                    ======================================= =======================================
</TABLE>

<TABLE>
<CAPTION>

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

In Thousands                                    December 31, 1996                       December 31, 1995
                                    --------------------------------------- ---------------------------------------
                                    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            $75,455      $217       $21   $75,651   $69,226      $464       $25   $69,665
Corporate obligations                    100  --        --             100       100         1  --             101
                                    --------------------------------------- ---------------------------------------
                                     $75,555      $217       $21   $75,751   $69,326      $465       $25   $69,766
                                    ======================================= =======================================
</TABLE>

In December 1995, a one-time reassessment of the Company's securities held
to maturity was undertaken, as permitted by the Financial Acoounting Standards
Board's special report related to implementation of FASB Statement No. 115.  In
connection with that reassessment, the Company transferred securities held to
maturity with an amortized cost of $146,022,000 to securities available for
sale in order to permit more responsiveness to changes in interest rates and
other balance sheet management factors.  At the date of transfer, December 1,
1995, the securities held to maturity had net unrealized gains of $2,422,000.

A summary of debt securities at December 31, 1996 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 estimated average life.  

<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                                      $59,493             $59,528   $69,961             $70,020
Due after one year through five years                    166,325             167,618     5,594               5,731
Due after five years through ten years                    33,636              33,920       --                  --
Due after ten years                                       57,592              58,417       --                  --
                                                        ----------------------------- -----------------------------
                                                        $317,046            $319,483   $75,555             $75,751
                                                        ============================= =============================
</TABLE>

Gross realized gains and losses on sales of available for sale 
and $690,000, respectively, in 1995, and  $9,000 and $13,000, respectively,
in 1994. Securities with a book value of $246,142,000 and $228,046,000 at 
December 31,1996 and 1995, 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
                                                    --------------------------
                                                        1996          1995
                                                    ------------  ------------
       <S>                                           <C>           <C>
       Commercial and financial                         $386,647      $345,167
       Real estate - construction and development         55,738        61,398
       Real estate - residential mortgages               294,746       284,074
       Consumer                                           67,051        57,926
                                                    ------------  ------------
                                                        $804,182      $748,565
                                                    ============  ============
</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, 1996 and 1995, the recorded investment in impaired loans,
recognized in conformity with FASB Statement No. 114, was $3.424 and
$14.328 million, respectively.  All impaired loans are on a nonaccrual
basis.  Included in impaired loans at December 31, 1996 is $1.439  
million of impaired loans for which the related allowance for loan losses
is $179,000, and $36,000 of impaired loans, that as a result of
charge-offs do not have an allowance for loan losses.  Included in
impaired loans at December 31, 1995 is $11.460 million of impaired
loans for which the related allowance for loan losses is $1.930 million,
and $2.868 million of impaired loans that as a result of charge-offs do
not have an allowance for loan losses.  The average recorded investment
in impaired loans during 1996 and 1995 was approximately $5.343 and
$6.989 million, respectively.  For the years ended December 31, 1996 and
1995, the Company recognized interest income on impaired loans of
$109,000 and $89,000, respectively, using the cash basis method of income
recognition.

At December 31, 1994, the Company had nonaccrual loans of
approximately $2.7 million. The Company recorded $47,000 of interest income
on these loans in 1994 and would have recorded $208,000 of interest income
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                       1996      1995      1994
                                         ------------------------------
          <S>                            <C>       <C>       <C>
          Balance, January 1                $9,318    $7,045    $6,578

          Loans charged-off                 (1,025)   (4,045)     (493)
          Recoveries                           460       271       248
                                         ------------------------------
          Net loans charged-off               (565)   (3,774)     (245)

          Provision for loan losses            414     6,047       712
                                         ------------------------------
          Balance, December 31              $9,167    $9,318    $7,045
                                         ==============================

</TABLE>

<PAGE>

G. PREMISES AND EQUIPMENT AND LEASE COMMITMENTS

A summary of premises and equipment follows:

<TABLE>
<CAPTION>

         In Thousands                                         December 31
                                                     ---------------------------
                                                         1996              1995
                                                     ---------------------------
        <S>                                          <C>               <C>
        Land                                            $4,643            $4,658
        Buildings and leasehold improvements            13,532            12,088
        Furniture and equipment                         21,460            20,213
                                                     ---------------------------
                                                        39,635            36,959
        Less accumulated depreciation and amortization  18,184            16,694
                                                     ---------------------------
                                                       $21,451           $20,265
                                                     ===========================

</TABLE>

At December 31, 1996, 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. 
Computer equipment leases are cancelable generally within a short period of
time and  without substantial penalties.

Rental expense, net of insignificant amounts of sublease rental income, was
$1,134,000, $1,183,000 and  $1,195,000 for 1996, 1995 and 1994, respectively.

Minimum rental commitments under noncancelable leases in future years are as
follows:

<TABLE>
<CAPTION>
 
    Year Ended December 31
    ---------------------------------------------------------------
    In Thousands
    <S>                                                   <C>
    1997                                                    $1,082
    1998                                                    $1,021
    1999                                                      $974
    2000                                                      $971
    2001                                                      $965
    Thereafter                                              $4,736
    ===============================================================
</TABLE>

<PAGE>

H. INCOME TAXES

The provision for income taxes consists of the following:

<TABLE>
<CAPTION>

         In Thousands                                                1996      1995      1994
                                                                  --------- --------- ---------
         <S>                                                      <C>       <C>       <C>
         Income taxes applicable to operations:
         Current:
           Federal                                                  $6,848    $4,280    $5,243
           State                                                       248        55        14
                                                                  --------- --------- ---------
                                                                     7,096     4,335     5,257

         Deferred                                                      217      (957)      485
                                                                  --------- --------- ---------
         Total applicable to operations                              7,313     3,378     5,742

         Charged (credited) to components of stockholders' equity:
           Net unrealized securities gains (losses)                   (863)    2,827    (1,110)
           Stock options exercised                                     (48)      (13)      (36)
           Pension liability adjustment                                (63)       --        --
                                                                  --------- --------- ---------
         Total income taxes                                         $6,339    $6,192    $4,596
                                                                  ========= ========= =========

</TABLE>

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

<TABLE>
<CAPTION>

                                                                     1996      1995      1994
                                                                  --------- --------- ---------
         <S>                                                      <C>       <C>       <C>
         Tax at federal statutory rate                                35.0%     35.0%     35.0%
         Tax exempt interest income                                   (4.6)     (7.3)     (3.6)
         Non-deductible expenses                                       1.5       2.7       1.4
         Other, net                                                    0.8      (0.9)     (1.5)
                                                                  --------- --------- ---------
                                                                      32.7%     29.5%     31.3%
                                                                  ========= ========= =========

</TABLE>

Other liabilities include deferred income taxes of $442,000 and $703,000
at December 31, 1996 and 1995, respectively.  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                                                         1996       1995
                                                                            --------- ---------
         <S>                                                                <C>       <C>
         Deferred tax liabilities:
            Lease accounting                                                  $1,290    $1,267
            Depreciation                                                       1,533     1,705
            Mark-to-market adjustments related to securities                     708     1,123
            Other                                                              1,295     1,031
                                                                            --------- ---------
           Total deferred tax liabilities                                      4,826     5,126
                                                                            --------- ---------
         Deferred tax assets:
            Allowance for loan losses                                          3,281     3,334
            Deferred compensation                                                245       263
            Other                                                                858       826
                                                                            --------- ---------
           Total deferred tax assets                                           4,384     4,423
                                                                            --------- ---------
         Net deferred tax liabilities                                           $442      $703
                                                                            ========= =========
</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,
1996 and 1995.

<PAGE>

I. DEPOSITS

Included in deposits are certificates of deposit and other time
deposits in denominations of $100,000 or more in the amounts of
$83,459,000 and $67,326,000 at December 31, 1996 and 1995, 
respectively. Also included are retail brokered certificates of 
deposit aggregating approximately $10 million at December 31, 1996 
and 1995.

At December 31, 1996, the scheduled maturities of certificates of
deposit are as follows:

In Thousands

 Year of  Maturity

         1997                       $240,464
         1998                         99,673
         1999                         25,593
         2000                         16,466
         2001                          7,376
         2002 and thereafter          12,937
                                    ---------
                                    $402,509
                                    =========
<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, 1996                                 December 31, 1995
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              $275,506     $276,460     $276,141     5.04%      $211,094     $213,857      $212,666      5.41%

31 to 90 Days
  U.S. Treasury and
  government agencies                   295          301          300     4.80         14,517       14,556        14,500      5.28

Over 90 Days but less than 180 Days
  U.S. Treasury and
  government agencies                10,204       10,213        9,507     5.33            --           --            --        --
                                ------------ ------------ ------------ ---------  ------------ ------------  ------------ ---------
                                   $286,005     $286,974     $285,948     5.05%      $225,611     $228,413      $227,166      5.40%
                                ============ ============ ============ =========  ============ ============  ============ =========
</TABLE>

                                                  1996         1995
                                             ------------ ------------
Average balance during the year                 $252,577     $148,758

Average interest rate during the year               5.01%        5.51%

Maximum month-end balance during the year       $320,174     $227,166

<PAGE>

K. ADVANCES FROM THE FEDERAL HOME LOAN BANK

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.  Certain
information with respect to outstanding advances from the FHLB is summarized
below:

<TABLE>
<CAPTION>

         Dollars In Thousands
                                            December 31, 1996
                                       --------------------------
                                                    Weighted
                                                    Average
                                                    Interest
         Year of Maturity              Amount       Rate
         --------------------------------------------------------
         <S>                           <C>          <C>
         1997                                 $404        4.80 %
         1998                                2,683        5.97
         2000                                  275        5.77
         2007 - 2011                        40,329        6.24
         2012 - 2015                         6,101        7.04
                                       ------------ -----------
                                           $69,042        6.14 %
                                       ============ ===========

</TABLE>

Scheduled principal repayments on advances from the FHLB are $5,877,000,
$8,178,000, $5,997,000, $6,566,000, and $6,740,000 for 1997 through 2001,
respectively, and $35,684,000 thereafter.

<PAGE>

L. EMPLOYEE BENEFIT PLANS

The Company has a defined benefit pension plan covering substantially all of
its employees.  The benefits are based on years of service and employee
compensation during the ten years of employment prior to retirement.  The
Company's funding policy is to contribute annually the amount greater than or
equal to the funding requirements of ERISA, but not in excess of the maximum
deductible limit.  Employer contributions are intended to provide not only
for benefits attributed to service to date, but also for those expected to be
earned in the future.

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

<TABLE>
<CAPTION>

           In Thousands                                                                            December 31
                                                                                             ----------------------
                                                                                                  1996       1995  
                                                                                             ----------------------
           <S>                                                                                 <C>        <C>
           Actuarial present value of benefit obligations:
             Accumulated benefit obligation, including vested benefits of
               $7,603 (1996) and $6,773 (1995)                                                   $8,117     $7,146
                                                                                             ======================
           Plan assets at market value, primarily debt and equity mutual funds                  $10,880    $10,884
           Projected benefit obligation for service rendered to date                             11,511     10,432
                                                                                             ----------------------
           Plan assets in excess of (less than) projected benefit obligation                       (631)       452
           Unrecognized net loss from past experience different                                       0          0
           Unrecognized prior service cost                                                           39        (55)
           Unrecognized net asset at January 1, 1986 being recognized over
             approximately 16 years                                                                (837)    (1,018)
                                                                                             ----------------------
           (Accrued) prepaid pension cost                                                         ($217)      $377
                                                                                             ======================

</TABLE>

Net pension expense for 1996, 1995 and 1994 included the following components:

<TABLE>
<CAPTION>

           In Thousands                                                                  Years ended December 31
                                                                                  ---------------------------------
                                                                                       1996       1995       1994  
                                                                                  ---------------------------------
           <S>                                                                       <C>        <C>        <C>
           Service cost-benefits earned during the period                              ($740)     ($472)     ($506)
           Interest cost on projected benefit obligation                                (819)      (715)      (655)
           Actual return on plan assets                                                  537      1,622       (297)
           Amortization and deferral - net                                               428       (604)     1,366
                                                                                  ---------------------------------
           Net pension expense                                                         ($594)     ($169)      ($92)
                                                                                  =================================

</TABLE>

A discount rate of 7.75 % in 1996 and 7.25 % in 1995 and a rate of increase
in future compensation levels of 5.00 % were used in determining the
actuarial present value of the projected benefit obligation. The expected
long-term rate of return on assets was 8.00 %.

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

The Company also sponsors an unfunded non-qualified excess benefit plan
covering certain executive officers.  The plan had an accrued unfunded
accumulated benefit obligation (ABO) of $1,157,000 at December 31, 1996 and
$833,000 at December 31, 1995. Expenses of the plan were approximately $173,000
in 1996, $186,000 in 1995 and $176,000 in 1994.  The provisions of FASB
Statement No. 87, require the recognition of an additional minimum liability,
representing the excess of the unfunded ABO over previously recorded pension
cost liabilities.  A  corresponding amount is recognized as an intangible asset
except to the extent the  additional liability exceeds prior service costs,
in which case the increase in the  liability is charged directly to
stockholders' equity, net of taxes.  As of December 31, 1996, $269,000  of
excess liability resulted in an intangible asset of $90,000 and a charge to
equity net of taxes, of $116,000.

The Company also offers a defined contribution employee stock ownership plan.
The Company's contribution to this plan was $560,000, $476,000, and $441,000
for 1996, 1995 and 1994, 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 its plans.  Accordingly, no
compensation expense has been recognized for these fixed stock option plans.
Had compensation cost for the Company's stock options granted in 1996 and 1995
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
                                                         ----------------------
                                                             1996       1995  
                                                         ----------------------
        <S>                                               <C>        <C>
        Net income                 As Reported              $15,029     $8,066
                                   Pro forma                 14,978      7,630

        Primary earnings           As Reported                $1.58      $0.85
          per share                Pro forma                   1.58       0.81

        Fully diluted              As Reported                $1.57      $0.85
          earnings per share       Pro forma                   1.57       0.80

</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 1996 and 1995, respectively: dividend yields
of 3.89% and 4.00%; expected volatility of 16% and 16%; risk-free interest
rates of 6.09% and 7.56%; and expected lives of 6.50 and 6.43 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 granted under the plans are exercisable one year
after date of the grant.  Options granted after 1996 are exercisable ratably
over a four year period.  Shares available for future grants were $1,024,541
at December 31, 1996.

A summary of the status of the Company's incentive stock option plans as of
December 31, 1996, 1995, and 1994 and changes during the years ended on those
dates is presented below:

<TABLE>
<CAPTION>


                                                          1996                  1995                  1994
                                                 ---------- ---------- ---------- ---------- ---------- ----------
                                                            Weighted              Weighted              Weighted
                                                            Average               Average               Average
                                                 Shares     Price      Shares     Price      Shares     Price
                                                 ------------------------------------------------------------------
           <S>                                   <C>        <C>        <C>        <C>        <C>        <C>
           Outstanding at January 1                 745,660   $14.42      612,374   $13.88      664,565   $13.73
             Granted                                 25,750    17.71      218,545    15.37          --
             Expired                                 (6,988)   15.98      (60,272)   13.20       (2,247)   11.41
             Exercised                              (59,575)   13.25      (24,987)   12.52      (49,944)   11.97
           Outstanding at December 31            -----------           -----------           -----------
                                                    704,847   $14.62      745,660   $14.42      612,374   $13.88
                                                 ===========           ===========           ===========

           Exercisable at December 31               679,097               527,115               612,374
                                                 ===========           ===========           ===========
           Weighted-average fair value
             of options granted                       $3.18                 $3.29
                                                 ===========           ===========

</TABLE>

The following table summarizes information about incentive stock options
outstanding at December 31, 1996:

<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>
         $  9.70 to 13.00     157,732  3.8 years   $11.10                 157,732   $11.10
           13.01 to 16.00     327,488  7.0 years    14.86                 327,488    14.86
           16.01 to 18.24     219,627  6.8 years    16.79                 193,877    16.67
                           -----------                                 -----------
         $  9.70 to 18.24     704,847  6.3 years    14.62                 679,097    14.50
                           ===========                                 ===========

</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.  

<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, 1997, the aggregate amount of retained earnings available for
distribution to the Company by all subsidiaries without prior approval was
approximately $3,721,000. 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
$9,217,000 at December 31, 1996, 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, 1996.

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 affect on the Company's and 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
judgements 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 (set
forth in the table below) 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, 1996, that the Company and the Bank meet all capital adequacy
requirements to which they are subject.

As of December 31, 1996, 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 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>
                                                                       To Be Well
                                                                   Capitalized Under
                                                  For Capital      Prompt Corrective
                                  Actual       Adequacy Purposes   Action Provisions
                            ------------------ ------------------  ------------------
Dollars In Thousands        Amount     Ratio   Amount     Ratio    Amount     Ratio
                            ---------- ------- ---------- -------  ---------- -------
As of December 31, 1996:
<S>                         <C>        <C>     <C>        <C>      <C>        <C>
   Total Capital
   (to Risk Weighted Assets)
      Consolidated           $148,246    15.6%   $76,022   > 8.0 %   $95,028   >10.0 %
      Bank                   $112,842    12.2%   $73,775   > 8.0 %   $92,219   >10.0 %

   Tier I Capital
   (to Risk Weighted Assets)
      Consolidated           $139,079    14.6%   $38,011   > 4.0 %   $57,017   > 6.0 %
      Bank                   $103,704    11.3%   $36,888   > 4.0 %   $55,332   > 6.0 %

   Tier I Capital
   (to Average Assets)
      Consolidated           $139,079    10.6%   $52,574   > 4.0 %   $65,717   > 5.0 %
      Bank                   $103,704     8.2%   $50,487   > 4.0 %   $63,108   > 5.0 %

As of December 31, 1995:

   Total Capital
   (to Risk Weighted Assets)
      Consolidated           $138,888    16.0%   $69,587   > 8.0 %   $86,984   >10.0 %
      Bank                   $119,188    14.3%   $66,887   > 8.0 %   $83,609   >10.0 %

   Tier I Capital
   (to Risk Weighted Assets)
      Consolidated           $129,570    14.9%   $34,793   > 4.0 %   $52,190   > 6.0 %
      Bank                   $109,886    13.1%   $33,444   > 4.0 %   $50,165   > 6.0 %

   Tier I Capital
   (to Average Assets)
      Consolidated           $129,570    11.1%   $46,869   > 4.0 %   $58,586   > 5.0 %
      Bank                   $109,886     9.7%   $45,141   > 4.0 %   $56,427   > 5.0 %

</TABLE>

<PAGE>

N. COMMON STOCK DIVIDENDS

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 18, 1996      December 3, 1996       December 13, 1996           3.0 %
November 20, 1995      December 4, 1995       December 15, 1995           3.0
November 21, 1994      December 12, 1994      December 29, 1994           3.0
</TABLE>

Per share information in the consolidated financial
statements reflects the adjusted number of shares.

<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, 1996, the Company had $299,671,000 of
commitments to extend credit (of which $112,312,000 relates to home equity
lines of credit), substantially all of which are at varible rates,
including standby  letters of credit of $10,921,000, 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 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, 1996, there were various pending legal actions in which claims
for damages were asserted.  In one such matter, the Bank is one of 13
defendants 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 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                               1996        1995        1994
                                                  -----------------------------------
           <S>                                    <C>         <C>         <C>
           Other non-interest income:
           Gain on sale of program agent base         $1,797      $  -        $  -
              of money order subsidiary
           Other                                       3,086       2,521       2,565
                                                  ----------- ----------- -----------
                                                      $4,883      $2,521      $2,565
                                                  =========== =========== ===========

</TABLE>

<TABLE>
<CAPTION>

           In Thousands                               1996        1995        1994
                                                  -----------------------------------
           <S>                                    <C>         <C>         <C>
           Other operating expenses:
           Advertising and marketing                  $1,262        $704        $596
           Operating supplies                          1,601       2,080       1,649
           Professional fees                           2,212       1,553         899
           Taxes-Bank, property and other              1,637       1,386       1,436
           Deposit insurance                              13         848       1,642
           Other                                       4,370       5,154       3,984
                                                  ----------- ----------- -----------
                                                     $11,095     $11,725     $10,206
                                                  =========== =========== ===========

</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, 1996                         $4,574
         New loans                                        13,234
         Repayments                                       (6,397)
         Additions for changes in related party group         30
                                                        ---------
         Balance, December 31, 1996                      $11,441
                                                        =========

</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. 

The Company purchases services from companies controlled by certain members of
the Board of Directors and in prior years leased certain office space from a
retired director.  Amounts paid were approximately $8,000, $15,000 and $629,000
for 1996, 1995 and 1994, respectively.

<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, 1996, 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, 1996, the Company had entered into interest
rate swap contracts with notional amounts totaling $150 million,
with a weighted average maturity of 3.2 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, 1996, the floating prime rate to be paid by the
Company was 8.25% and the weighted average fixed rate to be
received by the Company was 8.56%.  At December 31, 1995 the
Company had interest rate swap contracts of $100 million, with
a weighted average maturity of 3.8 years, and a weighted
average fixed rate to be received by the Company of 8.728%. 
Net receipts or payments under the contracts are recognized as
adjustments to interest income.  Interest rate swap contracts
increased net interest income by $450,000 in 1996 and $21,000 in
1995. At December 31, 1996 and 1995, the aggregate  fair value
of interest rate swap contracts, determined through market
quotes, was approximately ($1,019,000) and $2,444,000, respectively.

<PAGE>

S. 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, 1996    December 31, 1995
                                                        ----------------------------------------
                                                        Carrying  Fair       Carrying  Fair
                                                        Amount    Value      Amount    Value
                                                        ----------------------------------------
        <S>                                             <C>       <C>        <C>       <C>
        Financial assets:
           Cash and short-term investments              $161,084  $161,084   $164,162  $164,162
           Securities                                    411,673   411,869    361,700   362,140
           Loans, net of allowance for loan losses       795,015   797,082    739,247   744,835

        Financial liabilities:
           Deposits                                      825,257   829,946    784,957   791,720
           Short-term borrowings                         289,948   289,948    230,216   230,216
           Advances from the Federal Home Loan Bank       69,042    66,499     75,109    74,131
           Money orders and similiar payment
              instruments outstanding                     76,533    76,533     79,409    79,409
        Off-balance sheet financial instruments 
           Interest rate swaps                              ---     (1,019)      ---      2,444
</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 fixed-maturity 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.

Money Orders and Similiar Payment Instruments 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 judgements
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 judgement and therefore cannot be determined with precision. 
Changes in assumptions could significantly affect the estimates.

<PAGE>

T. CONDENSED FINANCIAL INFORMATION - PARENT COMPANY ONLY

<TABLE>
<CAPTION>

Condensed Balance Sheets

     In Thousands                                                             December 31
                                                                     --------------------------
                                                                          1996          1995
                                                                     --------------------------
     <S>                                                             <C>           <C>
     Assets:
     Cash on deposit with bank subsidiary                                $12,295        $2,501
     Investment in bank and thrift subsidiaries                          108,677       116,899
     Investment in other subsidiaries                                     16,203        13,785
     Other assets                                                          3,487           410
                                                                     ------------  ------------
         Total assets                                                   $140,662      $132,961
                                                                     ============  ============
     Liabilities and shareholders' equity:
     Other liabilities                                                       $24           $11
     Shareholders' equity                                                140,638       132,950
                                                                     ------------  ------------
         Total liabilities and shareholders' equity                     $140,662      $132,961
                                                                     ============  ============

</TABLE>

<TABLE>
<CAPTION>

Condensed Statements of Income

     In Thousands                                               Years Ended December 31
                                                       ----------------------------------------
                                                            1996          1995         1994
                                                       ------------  ------------  ------------
     <S>                                               <C>           <C>           <C>
     Cash dividends from bank subsidiary                   $19,300        $6,000        $5,800
     Interest income and other income                          300             2             1
     Other expenses                                           (117)         (210)         (217)
                                                       ------------  ------------  ------------

     Income before income taxes and equity
       in undistributed earnings of subsidiaries            19,483         5,792         5,584
     Applicable income tax (expense) benefit                  (168)           64            56
                                                       ------------  ------------  ------------

     Income before equity in undistributed earnings of
       subsidiaries                                         19,315         5,856         5,640

     Equity in undistributed earnings of subsidiaries       (4,286)        2,210         6,972
                                                       ------------  ------------  ------------
     Net income                                            $15,029        $8,066       $12,612
                                                       ============  ============  ============

</TABLE>

<TABLE>
<CAPTION>

Condensed Statements of Cash Flows

In Thousands                                                   Years Ended December 31
                                                      ---------------------------------------
                                                         1996           1995           1994
                                                      ---------------------------------------
<S>                                                   <C>            <C>            <C>
Cash flows from operating activities:
Net income                                             $15,029         $8,066        $12,612
Adjustment to reconcile net income to net cash
  provided by operating activities:
   Equity in undistributed earnings of subsidiaries      4,286         (2,210)        (6,972)
(Increase) decrease in other assets                     (3,077)          (328)           113
Increase (decrease) in other liabilities                    58           (731)           731
                                                      ---------      ---------      ---------
    Net cash provided by operating activities           16,296          4,797          6,484
                                                      ---------      ---------      ---------

Cash flows from investing activities:
  Investment in subsidiaries                              (200)         --          --
                                                      ---------      ---------      ---------

Cash flows used in financing activities:
  Dividends paid                                        (6,491)        (5,741)        (5,559)
  Stock options exercised                                  823            310            436
                                                      ----------     ----------     ---------
    Net cash used in financing activities               (5,668)        (5,431)        (5,123)
                                                      ----------     ---------      ---------
Net increase (decrease) in cash and cash equivalents    10,428           (634)         1,361
Cash and cash equivalents at beginning of year           1,867          2,501          1,140
                                                      ----------     ---------      ---------
Cash and cash equivalents at end of year               $12,295         $1,867         $2,501
                                                      ==========     =========      =========

</TABLE>