Exhibit 10.1


                             AMERICAN BANCORPORATION
                                SENIOR MANAGEMENT
                           INCENTIVE COMPENSATION PLAN

July 5, 1996



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I.       INTRODUCTION

         The  primary  purpose  of the  Incentive  Compensation  Plan for senior
         management at American  Bancorporation is to boost the profitability of
         the holding company and each subsidiary, and reward the individuals who
         are primarily responsible for increasing profitability.  Therefore, the
         Plan will provide for additional  compensation  to key employees  whose
         performance  contributes  to  improved  profitability.  The  Plan  will
         accomplish this by:

     o Utilizing motivational rewards, in the form of cash compensation, to spur
     better performance by participants;

     o Focusing the  attention of  participants  on  activities  which  increase
     overall profitability;

     o Providing a means for  participants  to receive  compensation  above base
     salary when performance goals are met; and

     o   Providing   fair   supplementary   compensation   in  relation  to  the
     participant's impact on overall objectives.

         In  addition  to the  primary  goal  of  improving  profitability,  the
         Incentive  Plan  can  help  accomplish   other  important   objectives,
         including:

     o Improving  short-term  financial  performance,  while promoting long-term
     objectives;

     o Fostering teamwork and cooperation among participants; and

     o Helping to retain and motivate members of the management team.

         This Plan document  identifies  the officers who will be  participants,
         outlines  procedures for  establishing  annual  performance  goals, and
         provides a formula for determining incentive awards. In addition,  this
         report includes  guidelines for the distribution of incentive awards to
         participants,   and  examples  to  illustrate  the   determination   of
         individual awards.

II.      PARTICIPANTS

         Incentive  Plan  participants  are key officers who have a  significant
         impact on overall performance. Initially, these officers will be:

         American Bancorporation

         o        President
         o        Chief Financial Officer



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         Wheeling National Bank

         o        President
         o        Chief Lending Officer

         American Mortgages, Inc.

         o        President

         Participants  may be added or deleted by the Board of  Directors,  upon
         recommendation   from  the  Chief   Executive   Officer   of   American
         Bancorporation.  Termination  of employment  of a participant  prior to
         year-end for reasons such as retirement,  disability or death typically
         will  result in the  distribution  of a  pro-rated  share of the annual
         reward.  However,  a  participant  who  voluntarily  terminates  or  is
         terminated  prior to year-end  for reasons  other than those  described
         above will not be eligible for incentive awards.

         New Plan  participants  appointed during the Plan year will be eligible
         for incentive  awards  according to their  pro-rated base salary income
         for the period of participation. The decision to allow participation in
         the  Plan by new or  promoted  employees  will be made by the  Board of
         Directors,  upon  recommendation  by the  Chief  Executive  Officer  of
         American  Bancorporation.   This  recommendation  will  be  made  on  a
         case-by-case basis.

III.     ANNUAL GOAL-SETTING

         Each year,  the Board of Directors and the Chief  Executive  Officer of
         American  Bancorporation  will establish  performance  goals which will
         govern the  operation  and  distribution  of the  Incentive  Plan.  The
         goal-setting  process  will clearly  communicate  to  participants  the
         criteria for success and the methods to attain higher performance.

         A.       Net Income Performance Goals

                  Initially,  the Board of  Directors  and the  Chief  Financial
                  Officer of American  Bancorporation  will  establish Plan year
                  goals for  profitability,  as defined  by  holding  company or
                  subsidiary  net income.  The net income  goals will be used to
                  establish an award determination formula for each participant.

         B.       Loan Performance Goals

                  It may be  advisable  in the  future  to  establish  goals for
                  Lending Officer  participants  based on loan growth.  However,
                  such goals, if and when they are established, would be subject
                  to a Minimum Loan Quality  Threshold,  as set by the Board and
                  the Chief Executive Officer of American Bancorporation.




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IV.      INCENTIVE COMPENSATION CREATION

         A.       Performance Objectives

                  Prior  to the  beginning  of  the  Plan  year,  the  Board  of
                  Directors  and  the  Chief   Executive   Officer  of  American
                  Bancorporation will establish Bank performance goals according
                  to the process  listed above.  As initially  established,  the
                  performance criteria for participants shall be as follows:

                  American Bancorporation

     o President                        Targeted Net Income for
                             American Bancorporation

     o Chief Financial Officer          Targeted Net Income for
                             American Bancorporation

                  Wheeling National Bank

     o President                        Targeted  Net Income for
                        Wheeling National Bank (70%), and
                        Targeted Net Income for American
                              Bancorporation (30%)

     o Chief Lending Officer            Targeted Net Income for
                             Wheeling National Bank

                  American Mortgages, Inc.

     o President Targeted               Net Income for American Mortgages, Inc.




                  The net income criterion is defined below:

Targeted Net  Income  (TNI) = Net  income  of  American  Bancorporation  or each
     subsidiary  after taxes,  as determined by the Board of Directors and Chief
     Executive Officer of AmericanBancorporation for the Plan year.


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                  The  current  award  formulas  do not base any  awards on loan
                  growth.  However, it may be advisable to add loan growth as an
                  award  component in the future for loan officer  participants.
                  The criteria for such an award would be as follows:

Targeted  Loan  Growth  (TLG)  =  Increase  in the  size of the  loan  portfolio
     identified  by the  Board of  Directors  and  Chief  Executive  Officer  of
     American Bancorporation as the target for the Plan year.

                           Minimum Loan
Quality Threshold = The minimally acceptable level of loan quality which permits
     a funding of the Loan Growth Award component of the Participant's Incentive
     Plan.

                  The  targeted  performance  goals  will be  based  on (1) past
                  performance,  (2) expectations of performance for the upcoming
                  Plan year, and (3) results of institutions of similar size and
                  orientation.

                  Net Income Objectives

                  Three thresholds will be set based on the Targeted Net Income.

                           1.       Minimum Net Income
                           2.       Targeted Net Income
                           3.       Maximum Net Income

                  For purposed of  illustration,  the Minimum Net Income will be
                  90% of  Targeted  Net Income and the  Maximum  will be 110% of
                  Targeted Net Income.

                  The  performance  thresholds  should  be  high  enough  to  be
                  challenging.   However,   to  be   effective,   they  must  be
                  realistically attainable.

         B.       Incentive Award Formula

                  The  difference  between actual and targeted net income values
                  will  determine  incentive  awards.  If the  minimum  targeted
                  threshold  for net income is reached or exceeded,  awards will
                  be made.  Incentive  awards will be linked in a formula to the
                  participant's  total base salary.  Minimum and maximum awards,
                  as a percentage of the participant's  base salary,  will be as
                  follows:


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                                                 Minimum                 Maximum
                                                 Award                     Award

                  American Bancorporation

     President                                     6%                       30%

     Chief Financial Officer                       4%                       20%

                  Wheeling National Bank

     President                                     5%                       25%

     Chief Lending Officer                         4%                       20%

                  American Mortgages, Inc.

     President                                     4%                       20%


                  For example,  the following formula would be used to determine
                  the  award  for  the  President  of  American  Bancorporation,
                  assuming that actual net income  performance falls between 90%
                  of TNI and 110% of TNI.

Award=[.24x(Actual NI - 90% of TNI) + .06]    x   Base Salary
            ------------------------
            110% of TNI - 90% of TNI


                  If the actual net income  performance  falls below 90% of TNI,
                  there  will be no  incentive  award.  If the actual net income
                  performance  exceeds  110% of TNI, the award will be funded at
                  the maximum 30% of base salary.

                  For the President of Wheeling National Bank, the formula would
                  be based upon a blend of the actual net income performance for
                  both  Wheeling  National  Bank  and  American  Bancorporation.
                  Similarly, for the President of American Mortgages,  Inc., the
                  formula  would be based  upon a blend of the actual net income
                  performance  for both  American  Mortgages,  Inc. and American
                  Bancorporation.








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V.       INCENTIVE DISTRIBUTION

         A.       Safeguards

                  No  incentive  awards will be paid if American  Bancorporation
                  does not attain 90% of Targeted Net Income.

         B.       Payment of Awards

                  Incentive  awards will be  distributed  as soon as practicable
                  after year-end financial statements are completed.

VI.      PLAN COMMUNICATION

         To insure the  effectiveness  of the Plan as an incentive  for improved
         performance,  participants  must fully  understand its  mechanics,  and
         receive  periodic  feedback  on  their  standing  relative  to the Plan
         targets. To accomplish this:

         o        The Plan's purpose, methods for determining the award pool and
                  process for distributing  individual  awards will be discussed
                  with  participants  at the inception of the Plan, and reviewed
                  with them any time there is a change to the Plan;

         o        This document will be available for review by Plan
                  Participants; and

         o        Quarterly performance results will be formally communicated on
                  a regular basis throughout the Plan year to everyone involved.

VII.     PLAN REVIEW

         The Incentive Compensation Plan represents a new method of compensating
         American  Bancorporation's key officers.  Therefore, the implementation
         and ongoing  administration  of the Plan are entirely under the Board's
         authority,  and its  interpretation  is subject to the Board's sole and
         absolute  discretion.  The  Plan is not to be  construed  as a  binding
         contract,  and its  operation  is  subject  to the  current  and future
         objectives  of the Board of  Directors of American  Bancorporation.  In
         addition, to ensure that the Plan continues to meet its objectives, the
         Board of Directors may modify it at any time.

         Because the Plan is new and is complex,  special review  procedures are
         required during the first year. Therefore,  on a quarterly basis during
         the first Plan year, the Board will:

         o        Review the performance criteria to determine whether they
                  represent effective performance targets; and

         o        Review projections of distribution  percentages to ensure that
                  original distribution amounts,  relative to performance,  will
                  be available.

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         After the  completion  of the first Plan year,  the Board will annually
         review the operation of the Plan and, as necessary,  amend it to ensure
         that:

         o        The performance criteria continue to reflect performance goals

         o        The incentive computation formulas remain valid;

         o        Appropriate individuals are included as participants;

         o        The Plan's operation is consistent with overall budgetary,
                  capital and growth considerations; and

         o        Participant's  perceive  the  Plan as an  equitable  and  fair
                  mechanism for the determination of incentive compensation.


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                               SAMPLE CALCULATIONS

A.       INDIVIDUAL AWARD FOR PRESIDENT OF AMERICAN BANCORPORATION

         Given:

o        Net Income Thresholds:
         90% of Targeted Net Income                  =        $2,250,000
         Targeted Net Income                         =        $2,500,000
         110% of Targeted Net Income                 =        $2,750,000

o        President's Base Salary                     =                    $
o        Actual Net Income                           =           $2,600,000

Award = [.24 x   (Actual NI - 90% of TNI) + .06]   x   President's  Base
              ----------------------
                110% of TNI - 90% of TNI                     Salary

Award = [.24 x   ($2,600,000 - $2,250,000)+ .06]   x    $100,000
              -------------------------
                $2,750,000 - $2,250,000

         Award = .228 x $100,000

         Award = $22,800

         TOTAL AWARD FOR PRESIDENT = $22,800


B.       INDIVIDUAL AWARD FOR PRESIDENT OF WHEELING NATIONAL BANK

         Given:

    o        American Bancorporation Net Income Thresholds:
             90% of Targeted Net Income                  =           $2,250,000
             Targeted Net Income                         =           $2,500,000
             110% of Targeted Net Income                 =           $2,750,000

    o        Actual Net Income                           =           $2,600,000

    o        Wheeling National Bank Net Income Thresholds:
             90% of Targeted Net Income                  =           $1,575,000
             Targeted Net Income                         =           $1,750,000
             110% of Targeted Net Income                 =           $1,925,000


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    o        Actual Net Income                           =           $1,800,000
    o        President's Base Salary                     =         $     75,000

         American Bancorporation Component of Award:

 [.06 x (Actual ABNI - 90% of ABTNI)  + .015]     x    President's  Base
     110% of ABTNI - 90% of ABTNI                            Salary

  Award = [.06 x ($2,600,000 - $2,250,000) + .015]  x    $75,000
             -------------------------
             $2,750,000 - $2,250,000

         Award = .057 x $75,000

         Award (American Bancorporation Component) = $4,275

         Wheeling National Bank Component of Award:

   [.14 x (Actual WNBNI - 90% of WNBTNI) + .035]      x    President's  Base
         110% of WNBTNI - 90% of WNBTNI                         Salary

    Award = [.14 x ($1,800,000 - $1,575,000 + .035]   x    $75,000
                   ------------------------
                   $1,925,000 - $1,575,000

                  Award = .125 x $75,000

         Award (Wheeling National Bank Component)     = $9,375

                  TOTAL AWARD FOR PRESIDENT ($4,275 + $9,375) = $13,650




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