EMPLOYMENT AGREEMENT

     THIS  AGREEMENT, made and entered into as of the 1st day  of
January,  1998  by  and  between MID  AMERICA  BANCORP,  INC.,  a
Kentucky corporation and MID AMERICA BANK OF LOUISVILLE  &  TRUST
COMPANY,  a  Kentucky Combined Bank and Trust Company,  (together
with their successors and assigns permitted under this Agreement,
the "Companies"), and WILLIAM J. HORNIG (the "Executive").

                      W I T N E S S E T H:

     WHEREAS, the Companies and the Executive are parties  to  an
Agreement  dated as of February 10, 1995, covering the employment
relationship of Executive with Companies, and

     WHEREAS,  the  Parties desire to cancel that  Agreement  and
replace  it in its entirety with this Employment Agreement  (this
"Agreement").

     NOW,  THEREFORE, in consideration of the premises and mutual
covenants  contained  herein  and for  other  good  and  valuable
consideration, the receipt of which is mutually acknowledged, the
Companies and the Executive (individually a "Party" and  together
the "Parties") agree as follows:

     1.   Definitions.

     (a)  "Affiliate"  of a person or other entity shall  mean  a
          person  or  other  entity that directly  or  indirectly
          controls, is controlled by, or is under common  control
          with the person or other entity specified.

     (b)  Except as provided otherwise in Section 8 hereof, "Base
          Salary" shall mean the salary provided for in Section 5
          below  or any increased salary granted to the Executive
          pursuant to Section 5.

     (c)  "Board" shall mean the Boards of Directors of the
          Companies.

     (d)  "Cause" shall mean:

          (i)  The Executive is convicted of a felony; or

          (ii) The  Executive is guilty of willful gross  neglect
               or  willful gross misconduct in carrying  out  his
               duties  under this Agreement, resulting, in either
               case,  in material economic harm to the Companies,
               unless  the Executive believed in good faith  that
               such  act  or nonact was in the best interests  of
               such Company.

     (e)  A  "Change of Control" shall mean the occurrence of any
          one of the following events:

          (i)  Any  "person,"  as such term is used  in  Sections
               3(a)(9) and 13(d)of the Securities Exchange Act of
               1923,  after the date hereof becomes a "beneficial
               owner,"  as  such  term  is  used  in  Rule  13d-3
               promulgated under that Act, of 20% or more of  the
               Voting Stock of the Companies;

          (ii) The   majority   of  either  Board   consists   of
               individuals other than Incumbent Directors,  which
               term means the members of the Board on the date of
               this  Agreement; provided that any person becoming
               a  director subsequent to such date whose election
               or   nomination  for  election  was  supported  by
               two-thirds of the directors who then comprised the
               Incumbent Directors shall be considered to  be  an
               Incumbent Director;

          (iii)The  Companies adopt any plan of liquidation
               providing   for  the  distribution   of   all   or
               substantially all of its assets;

          (iv) All or substantially all of the assets or business
               of  the  Companies is disposed of  pursuant  to  a
               merger, consolidation or other transaction (unless
               the shareholders of such Company immediately prior
               to such merger, consolidation or other transaction
               beneficially  own,  directly  or  indirectly,   in
               substantially  the same proportion as  they  owned
               the  Voting  Stock  of such Company,  all  of  the
               Voting  Stock or other ownership interests of  the
               entity  or entities, if any, that succeed  to  the
               business of such Company); or

          (v)  The Companies combine with another company and  is
               the  surviving corporation but, immediately  after
               the  combination, the shareholders of such Company
               immediately   prior   to  the  combination   hold,
               directly or indirectly, 50% or less of the  Voting
               Stock   of  the  combined  company  (there   being
               excluded  from the number of shares held  by  such
               shareholders, but not from the Voting Stock of the
               combined   company,   any   shares   received   by
               Affiliates  of such other company in exchange  for
               stock of such other company).

     (f)  "Constructive Termination Without Cause" shall  mean  a
          termination  of  the  Executive's  employment  at   his
          initiative as provided in Section 8(d) below  following
          the  occurrence, without the Executive's prior  written
          consent, of one or more of the following events (except
          in consequence of a prior termination):

          (i)  A  reduction in the Executive's then current  Base
               Salary or the termination or material reduction of
               any employee benefit or perquisite enjoyed by him;

          (ii) The  failure to elect or reelect the Executive  to
               any  of the positions described in Section 4 below
               or removal of him from any such position;

          (iii)A material diminution in the Executive's
               duties  or  the  assignment to  the  Executive  of
               duties which are materially inconsistent with  his
               duties  or which materially impair the Executive's
               ability   to   function  as  the  Executive   Vice
               President and Chief Executive Officer or any other
               office to which he may be elected or appointed:

          (iv) The    failure   to   continue   the   Executive's
               participation  in any incentive compensation  plan
               unless  a  plan providing a substantially  similar
               opportunity is substituted;

          (v)  The  relocation of a Companies' principal  office,
               or the Executive's own office location as assigned
               to  him by the Companies, to a location outside of
               the metropolitan area of Louisville, Kentucky; or

          (vi) The   failure  of  the  Companies  to  obtain  the
               assumption in writing of its obligation to perform
               this   Agreement  by  any  successor  to  all   or
               substantially  all of the assets of  such  Company
               within 45 days after a merger, consolidation, sale
               or similar transaction.

     (g)  "Disability"  shall mean the Executive's  inability  to
          substantially  perform his duties and  responsibilities
          under  this  Agreement for a period of 180  consecutive
          days.

     (h)  "Term of Employment" shall mean the period specified in
          Section 3 below.

     2.   Cancellation of Old Agreement.

     The  Agreement  between  the  Parties  entered  into  as  of
February  10,  1995,  is  hereby  revoked  and  canceled  in  its
entirety.

     3.   Term of Employment.

     The employment of the Executive will continue for thirty-six
months  from the date hereof or until the earlier termination  of
his  employment  in accordance with the terms of this  Agreement.
Thereafter, if not so terminated, employment shall be renewed for
successive   thirty-six  month  periods  or  until  the   earlier
termination in accordance with the terms of this Agreement.

     4.   Position. Duties and Responsibilities.

     (a)  During  the  term  of Employment, the  Executive  shall
          continue to be employed as Executive Vice President  of
          the   Companies  with  duties  commensurate  with  that
          position.  The  Executive, in carrying out  his  duties
          under   this  Agreement,  shall  report  to  the  Chief
          Executive Officer.

     (b)  Anything   herein   to  the  contrary  notwithstanding,
          nothing  shall preclude the Executive from (i)  serving
          on  the  boards of directors of a reasonable number  of
          other corporations (except Executive will not serve  on
          the  board of any other financial institution)  or  the
          boards  of  a  reasonable number of trade  associations
          and/or  charitable  organizations,  (ii)  engaging   in
          charitable activities and community affairs, and  (iii)
          managing his personal investments and affairs, provided
          that  such activities do not materially interfere  with
          the    proper    performance   of   his   duties    and
          responsibilities  as  the  Companies'  Executive   Vice
          President  or  any  other office to  which  he  may  be
          elected or appointed.

     5.   Base Salary.

     The  Executive  shall  be  paid an annualized  Base  Salary,
payable in accordance with the regular payroll practices  of  the
Companies, of $123,200. The Base Salary shall be reviewed no less
frequently  than annually for increase at the sole discretion  of
the   Board   and  its  Nominating  and  Executive   Compensation
Committee.

     6.   Employee Benefit Programs.

     During  the  Term  of  Employment, the  Executive  shall  be
entitled  to  participate in all employee incentive, pension  and
welfare  benefit  plans  and  programs  made  available  to   the
Companies' senior level executives or to its employees generally,
as  such  plans or programs may be in effect from time  to  time,
including  without limitation, annual stock option  grant,  ESOP,
bonus,  pension,  profit sharing, savings  and  other  retirement
plans  or  programs, medical, dental, hospitalization, short-term
and  long-term  disability and life insurance  plans,  accidental
death  and  dismemberment protection, travel accident  insurance,
and  any  other pension or retirement plans or programs  and  any
other  employee  incentive compensation  plan,  employee  welfare
benefit  plans or programs that may be sponsored by the Companies
from time to time, including any plans that supplement the above-
listed types of plans or programs, whether funded or unfunded.

     7.   Reimbursement of Business and Other Expenses.

     The Executive is authorized to incur reasonable expenses  in
carrying out his duties and responsibilities under this agreement
and  the  Companies shall promptly reimburse him for all business
expenses incurred in connection with carrying out the business of
the  Companies, subject to documentation in accordance  with  the
Companies' policy.

     8.   Termination of Employment.

     (a)  Termination  for  Cause.  In the  event  the  Companies
          terminate  the  Executive's employment  for  Cause,  he
          shall be entitled to:

          (i)  The   Base   Salary  through  the  date   of   the
               termination of his employment for Cause;

          (ii) Any incentive awards earned (but not yet paid);

          (iii)Any  pension  benefit that  may  become  due
               pursuant to Section 6 above, determined as of  the
               date of such termination;

          (iv) Other  or  additional benefits in accordance  with
               applicable  plans or programs of the Companies  to
               the date of termination.

     (b)  Termination   Without   Cause.   If   the   Executive's
          employment is terminated without Cause other  than  due
          to  Disability  or  death, or there is  a  Constructive
          Termination  without  Cause,  the  Executive  shall  be
          entitled to:

          (i)  The Base Salary through the date of termination of
               the Executive's employment;

          (ii) The  Base Salary, at the annualized rate in effect
               on  the  date  of  termination of the  Executive's
               employment  for  thirty-six months following  such
               termination,  paid in installments  in  accordance
               with  the  regular pay practices of the Companies;
               provided  that  at  the  Executive's  option   the
               Companies shall pay him the present value of  such
               salary  continuation payments in a lump sum (using
               as  the discount rate the Applicable Federal  Rate
               for  short  term Treasury obligations as published
               by  the Internal Revenue Service for the month  in
               which  such  termination occurs). For purposes  of
               this  subsection (ii)  Base  Salary shall  include
               an  annual bonus calculated by taking the  average
               of  the  bonuses of the three years preceding  the
               year of termination;

          (iii)The  balance of any incentive awards  earned
               (but not yet paid);

          (iv) The  right to exercise any stock option  in  full,
               whether  or not such right is exercisable pursuant
               to the terms of the grant.

          (v)  Any  pension benefit that may become due  pursuant
               to Section 6 above;

          (vi) Continued  accrual  of credited  service  for  the
               purpose  of  the  pension benefit  provided  under
               Section 6 for thirty-six months;

          (vii)Continued  participation  in  all  medical,
               dental,   hospitalization   and   life   insurance
               coverage  and in other employee benefit  plans  or
               programs in which he was participating on the date
               of  the  termination of his employment  until  the
               earlier of:

               (A)  The  end  of  the period during which  he  is
                    receiving salary continuation payments (or in
                    respect of which a lump-sum severance payment
                    is made);

               (B)  The date, or dates, he receives equivalent coverage and
                    benefits under the plans and programs of a subsequent
                    employer (such coverages and benefits to be determined on
                    a coverage-by-coverage, or benefit-by-benefit, basis);

               provided  that (x) if the Executive  is  precluded
               from  continuing his participation in any employee
               benefit plan or program as provided in this clause
               (vii)  of  this Section 8(b), he shall be provided
               with  the  after-tax economic  equivalent  of  the
               benefit  provided  under the plan  or  program  in
               which  he is unable to participate for the  period
               specified  in  this clause (vii) of  this  Section
               8(b),  (y) the economic equivalent of any  benefit
               foregone  shall  be deemed to be the  lowest  cost
               that  would  be  incurred  by  the  Executive   in
               obtaining  such benefit himself on  an  individual
               basis,  and (z) payment of such after-tax economic
               equivalent shall be made quarterly in advance; and

          (viii)Immediate   vesting   of   the   Companies
               contribution to his Employee Stock Option Plan

          (ix) Other  or  additional benefits in accordance  with
               applicable plans and programs of the Companies  to
               the date of termination.

      (c) Termination   of  Employment  Following  a  Change   in
          Control.   If  following  a  Change  in  Control,   the
          Executive's employment is terminated without  Cause  or
          there is a Constructive Termination Without Cause,  the
          Executive  shall  be  entitled  to  the  payments   and
          benefits  provided in Section 8(b), provided  that  the
          salary  continuation payments shall be paid in  a  lump
          sum without any discount. Also, immediately following a
          Change   in  Control,  all  amounts,  entitlements   or
          benefits  in  which he is not yet vested  shall  become
          fully  vested. In addition, if Executive  continues  in
          the  employ of the Companies for a period of two  years
          following the effective date of the Change of  Control,
          he may then voluntarily terminate his employment and in
          such  a  case would receive a sum equal to three  times
          Base   Salary.   A  voluntary  termination  under  this
          Section  8(c)  shall be effective upon  30  days  prior
          notice  to  the  Companies and shall not  be  deemed  a
          breach  of this Agreement. For purposes of this Section
          8(c)   Base  Salary   shall  include  an  annual  bonus
          calculated  by taking the highest bonus  of  the  three
          years preceding the year of termination;

     (d)  Voluntary   Termination. In the event of a  termination
          of  employment  by the Executive on his own  initiative
          other than a termination due to death or Disability  or
          a Constructive Termination without Cause, the Executive
          shall have the same entitlements as provided in Section
          8(a) for a Termination for Cause.

     (e)  Limitation  Following a Change in Control. In the event
          that  the termination of the Executive's employment  is
          for  one of the reasons set forth in Section 8(b) above
          following a Change in Control, and the aggregate of all
          payments  or benefits made or provided to the Executive
          under such Section above and under all other plans  and
          programs of the Companies (the "Aggregate Payment")  is
          determined to constitute a Parachute Payment,  as  such
          term  is  defined in Section 280G(b)(2) of the Internal
          Revenue  Code of 1986, as amended, notwithstanding  any
          other provision of this Agreement to the contrary,  the
          aggregate  amount of payments or benefits paid  by  the
          Companies  to the Executive pursuant to this Agreement,
          the amount to be paid to the Executive and the time  of
          payment pursuant to this Section 8(e) shall be adjusted
          so  as  to make such payments fully deductible  by  the
          Companies. If the Parties are unable to agree  upon  an
          Auditor  to  calculate  such an  adjustment,  then  the
          Executive   and   Companies  shall  each   select   one
          accounting  firm  and  those two  firms  shall  jointly
          select the accounting firm to serve as the Auditor.

     (f)  Upon   termination  pursuant  to  Section   8(b),   the
          Executive  will  have  the  option  of  purchasing  his
          Company  car for the value of such car on the books  of
          the  Company  at the time of termination, adjusted  for
          value of the Executives  cash contribution, if any,  to
          the purchase of the car.

     (g)  No   Mitigation  -  No  Offset. In  the  event  of  any
          termination  of  employment under this Section  8,  the
          Executive  shall be under no obligation to  seek  other
          employment and there shall be no offset against amounts
          due  the  Executive under this Agreement on account  of
          any   remuneration  attributable  to   any   subsequent
          employment  that  he may obtain except as  specifically
          provided in this Section 8.

     (h)  Nature of Payments. Any amounts due under this Section 8 are
          in the nature of severance payments considered to be reasonable
          by the Companies and are not in the nature of a penalty.

     9.   Conditional Future Payment.  In the event that Executive
          retires from the employment of the Companies and  there
          has been no event of Termination under Section 8 hereof
          (other  than  Voluntary Termination in connection  with
          retirement),  Executive  will  receive  the  following,
          payable in a lump sum:

          (a)  If Executive retires after attaining the age of 65 --
            $369,600.

          (b)  If Executive retires before age 65 and after attaining the
            age of 55 - The amount shown in Exhibit A hereof, applicable to
            his age upon retirement, or

          (c)  If Executive is totally and permanently disabled during the
            term of his employment hereunder - The amount shown in Exhibit A
            applicable to his age when first determined to be totally and
            permanently disabled.  If Executive is determined to be totally
            and permanently disabled prior to reaching age 55, he will be
            paid a sum equal to the amount then accrued on the books of the
            Companies for the purpose of providing for the payment schedule
            reflected in Exhibit A.

          (d)  In no event will Executive receive both a payment pursuant
            to this Section 9 and severance pay pursuant to Section 8 hereof.


     10.  Indemnification.

     (a)  The  Companies agree that if the Executive  is  made  a
          party,  or  is  threatened to be made a party,  to  any
          action,  suit  or proceeding, whether civil,  criminal,
          administrative  or  investigative (a "Proceeding"),  by
          reason  of  the  fact  that he is or  was  a  director,
          officer  or  employee of the Companies  or  is  or  was
          serving  at the request of the Companies as a director,
          officer,   member,   employee  or  agent   of   another
          corporation, partnership, joint venture, trust or other
          enterprise, including service with respect to  employee
          benefit  plans,  whether  or  not  the  basis  of  such
          Proceeding  is  the Executive's alleged  action  in  an
          official capacity while serving as a director, officer,
          member,  employee  or  agent, the  Executive  shall  be
          indemnified and held harmless by the Companies  to  the
          fullest   extent   permitted  or  authorized   by   the
          Companies' certificates of incorporation or bylaws  or,
          if  greater,  by  the  laws of the State  of  Kentucky,
          against   all   cost,  expense,  liability   and   loss
          (including,  without limitation, reasonable  attorney's
          fees,  judgments, fines, ERISA fines, excise  taxes  or
          penalties and amounts paid or to be paid in settlement)
          reasonably  incurred or suffered by  the  Executive  in
          connection  therewith,  and such indemnification  shall
          continue  as to the Executive even if he has ceased  to
          be  a  director,  member,  employee  or  agent  of  the
          Companies  or  other  entity and  shall  inure  to  the
          benefit   of  the  Executive's  heirs,  executors   and
          administrators.  The  Companies shall  advance  to  the
          Executive all reasonable costs and expenses incurred by
          him  in  connection with a Proceeding  within  20  days
          after receipt by the Companies of a written request for
          such advance. Such request shall include an undertaking
          by the Executive to repay the amount of such advance if
          it  shall  ultimately  be determined  that  he  is  not
          entitled  to  be  indemnified against  such  costs  and
          expenses.

     (b)  Neither  the  failure of the Companies  (including  its
          board  of  directors,  independent  legal  counsel   or
          stockholders) to have made a determination prior to the
          commencement  of any proceeding concerning  payment  of
          amounts  claimed  by the Executive under  Section  9(a)
          that indemnification of the Executive is proper because
          he  has met the applicable standard of conduct,  nor  a
          determination by the Companies (including its board  of
          directors,  independent legal counsel or  stockholders)
          that the Executive has not met such applicable standard
          of   conduct,  shall  create  a  presumption  that  the
          Executive  has  not  met  the  applicable  standard  of
          conduct.

     (c)  The   Companies  agree  to  continue  and  maintain   a
          directors'  and  officers' liability  insurance  policy
          covering  the  Executive to the extent  either  Company
          provides   such   coverage  for  its  other   executive
          officers.

     11.   Representation.  The Companies represent  and  warrant
that  they are fully authorized and empowered to enter into  this
Agreement  and  that the performance of their  obligations  under
this Agreement will not violate any agreement between it and  any
other person, form or organization.

     12.   Entire  Agreement. This Agreement contains the  entire
understanding  and agreement between the Parties  concerning  the
subject  matter  hereof  and  supersedes  all  prior  agreements,
understandings,   discussions,  negotiations  and   undertakings,
whether  written  or  oral,  between  the  Parties  with  respect
thereto.

     13.   Amendment  or Waiver.  No provision in this  Agreement
may  be amended unless such amendment is agreed to in writing and
signed  by  the  Executive  and  an  authorized  officer  of  the
Companies. No waiver by either Party of any breach by  the  other
Party  of  any condition or provision contained in this Agreement
to be performed by such other Party shall be deemed a waiver of a
similar or dissimilar condition or provision at the same  or  any
prior  or  subsequent time. Any waiver must  be  in  writing  and
signed  by  the  Executive  or  an  authorized  officer  of   the
Companies, as the case may be.

     14.   Severability.   In  the event that  any  provision  or
portion  of  this Agreement shall be determined to be invalid  or
unenforceable for any reason, in whole or in part, the  remaining
provisions  of  this  Agreement shall be unaffected  thereby  and
shall  remain  in  full force and effect to  the  fullest  extent
permitted by law.


     15.  Survivorship.  The respective rights and obligations of
the  Parties  hereunder  shall survive  any  termination  of  the
Executive's  employment to the extent necessary to  the  intended
preservation of such rights and obligations.

     16.  Resolution of Disputes.  Any disputes arising under  or
in  connection with this Agreement shall, at the election of  the
Executive  or  the Companies, be resolved by binding arbitration,
to  be  held  in  Kentucky  in  accordance  with  the  rules  and
procedures of the American Arbitration Association. Judgment upon
the  award  rendered by the arbitrator(s) may be entered  in  any
court  having  jurisdiction thereof. Costs of the arbitration  or
litigation,  including, without limitation,  attorneys'  fees  of
both  Parties, shall be borne by the Companies, provided that  if
the  arbitrator(s) determine that the claims or defenses  of  the
Executive  were  without any reasonable basis, each  Party  shall
bear his or its own costs.

     17.   Notices.   Any  notice given to a party  shall  be  in
writing  and  shall be deemed to have been given  when  delivered
personally  or  sent  by  certified or registered  mail,  postage
prepaid,  return receipt requested, duly addressed to  the  Party
concerned  at  the  address indicated below or  to  such  changed
address as such Party may subsequently give such notice of:

     If to the Companies:          Mid-America Bancorp, Inc.
                                   P.O. Box 1101
                                   Louisville, KY 40201-1101
                    Attention:     Bertram W. Klein

     If to the Executive:          WILLIAM J. HORNIG
                                   1710 Hawk Hill Road
                                   LaGrange, KY 40031

     IN  WITNESS  WHEREOF,  the undersigned  have  executed  this
Agreement as of the date first written above.



                                   MID-AMERICA BANCORP, INC.

                                By:/s/ Bertram W. Klein

                                Title:  Chairman of the Board


                                   MID-AMERICA BANK OF LOUISVILLE
                                   & TRUST COMPANY


                                By:/s/ Bertram W. Klein

                                Title:  Chairman of the Board



                               /s/  William J. Hornig
                               WILLIAM J. HORNIG











                            EXHIBIT A



                    Age At        Conditional
                  Retirement        Payment
                      65            $369,600
                      64            $363,834
                      63            $341,628
                      62            $320,199
                      61            $301,199
                      60            $282,816
                      59            $265,555
                      58            $249,348
                      57            $234,129
                      56            $219,840
                      55            $206,422