EMPLOYMENT AGREEMENT

THIS AGREEMENT, made and entered into as of the 1st day of 
June, 1998 by and between MIDAMERICA BANCORP, INC., a Kentucky 
corporation and BANK OF LOUISVILLE, a Kentucky Combined Bank and 
Trust Company, (together with their successors and assigns 
permitted under this Agreement, the "Companies), and STEVEN A. 
SMALL (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 March 1, 1996, 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, 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 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 
                Financial 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 March 1, 
1996, is hereby revoked and canceled in its entirety. 

3.      Term of Employment.     

        The employment of the Executive will continue to the last day 
of the month in which the Executive turns 55 years of age or until 
the earlier termination of his employment 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 and 
        Chief Financial Officer of the Companies with executive 
        duties commensurate with that position, including S.E.C. 
        reporting, internal financial reporting, financial 
        reporting to the Board of Directors, interest rate risk 
        management, deposit pricing, loan review, internal audit, 
        investment management, budgeting and forecasting, and 
        various operations functions. The Executive, in carrying 
        out his duties under this Agreement, shall report to the 
        Chairman of the Board.

(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 and Chief Financial 
        Officer 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 $184,000.00. 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 the unexpired term of this 
                Employment Agreement 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 highest bonus 
                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 vested or 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 above until his attainment of age 55;

        (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 the Executive has completed less than 
        fifteen (15) years of service at the time of such 
        termination, the Executive will be entitled to a 
        supplemental pension benefit paid directly by the 
        Companies (and not as a part of the Pension Plan of the 
        Companies) equal to the benefit otherwise payable under 
        said Pension Plan based upon the completion of fifteen 
        (15) years of service, minus any amounts payable pursuant 
        to the said Pension Plan. This supplemental pension 
        benefit is an unfunded liability of the Companies, the 
        successors and assigns, and not part of any established 
        Plan of the Companies.  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, in addition to the 
        benefits provided for in Section 8(b), a lump 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 pursuant to Section 8(b) above, 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) Effect of Internal Revenue Code Provisions on Payments 
        Following Change in Control. In the event that the 
        termination of the Executive's employment is covered by 
        Section 8(c) hereof, and all or any part of the payments 
        or benefits made or provided to the Executive under such 
        Section 8(c) above and any other plans and programs of 
        the Companies are 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, (1) the 
        obligation of the Companies to make such payments and 
        provide such benefits to the Executive shall not be 
        altered or diminished in any way, whether such payments 
        or benefits are deductible by Companies or not, and (2) 
        the Companies shall pay to Executive an amount sufficient 
        to cover any excise tax levied against Executive in 
        respect of such payments or benefits.

    (f) Upon termination pursuant to Section 8(b) or (c), 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 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.      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 10(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.

10.     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.

11.     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.

12.     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.

13.     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.


14.     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.

15.     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.

16.     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:                            MidAmerica Bancorp, Inc.
                                                P.O. Box 1101
                                                Louisville, KY 40201-1101
                                Attention:      Bertram W. Klein

If to the Executive:                            STEVEN A. SMALL   
                                                7210 Leafland Place
                                                Prospect, KY 40059

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



                                                MIDAMERICA BANCORP, INC.      


                                                By:/s/  Bertram W. Klein

                                                Title:Chairman


                                                BANK OF LOUISVILLE 



                                                By:/s/  R. K. Guillaume

                                                Title:Chief Executive Officer



                                                /s/   Steven A. Small
                                                STEVEN A. SMALL