UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

                |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934.

                  For the fiscal year ended: December 31, 1998

                                       OR

              | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

           For the transition period from _____________to_____________

                         Commission File Number 0-22469

                            LAFAYETTE BANCORPORATION
             (Exact name of registrant as specified in its charter)
                   INDIANA                     35-1605492
        (State or other jurisdiction          (I.R.S. Employer
        of incorporation or organization)    Identification No.)

                 133 North 4th Street, Lafayette, Indiana 47902
               (Address of Principal Executive Offices) (Zip Code)

               Registrant's telephone number, including area code:
                                 (765) 423-7100

          Securities registered pursuant to Section 12 (b) of the Act:

   Title of each class                Name of each exchange on which registered

         NONE                                           Not Applicable

          Securities registered pursuant to Section 12 (g) of the Act:

                           Common Shares, No Par Value
                                (Title of Class)

<PAGE>ii

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                                     YES [X]     NO [   ]

The  aggregate  market  value of the voting stock held by  nonaffiliates  of the
Registrant  (assuming solely for purposes of this calculation that all directors
and executive  officers of the Registrant are affiliates) valued at the price of
the last trade price of $40.27  reported on the OTC  Bulletin  Board as of March
16, 1999, was approximately $94,006,690.

As of March 16, 1999,  there were outstanding  2,385,219  common shares,  no par
value, of the registrant.

DOCUMENTS INCORPORATED BY REFERENCE

         (1)  Portions  of  the  Annual  Report  to  Shareholders  of  Lafayette
Bancorporation  for 1998,  to the extent  stated  herein,  are  incorporated  by
reference into Parts I and II.

         (2) Portions of the Proxy Statement of Lafayette Bancorporation for the
Annual  Meeting of its  Shareholders  to be held April 12,  1999,  to the extent
stated herein, are incorporated by reference into Part III.

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of  Regulation  S-K (section  229.405 of this chapter) is not contained
herein,  and will not be contained,  to the best of registrant's  knowledge,  in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. [ ]

<PAGE>1

                                     PART I

ITEM 1.  Business.

         General

         Lafayette  Bancorporation  (the "Corporation") is a registered one-bank
holding company that holds all the outstanding stock of Lafayette Bank and Trust
Company (the "Bank").  The  Corporation  was  incorporated  under Indiana law on
February  16,  1984,  at the  direction of the Board of Directors of the Bank to
facilitate the Bank's adoption of a one-bank holding company structure. The Bank
became a wholly-owned  subsidiary of the Corporation on April 30, 1985, pursuant
to a Plan of  Exchange  in  which  all the  outstanding  stock  of the  Bank was
exchanged for stock of the  Corporation.  Prior to its acquisition of the Bank's
stock, the Corporation  conducted no business or operations.  The  Corporation's
principal  executive  offices are  located at 133 North 4th  Street,  Lafayette,
Indiana 47902 and its telephone number is (765) 423-7100.

         As a bank  holding  company,  the  Corporation  engages  in  commercial
banking through its sole banking subsidiary, the Bank, and can engage in certain
non-banking activities closely related to banking and own certain other business
corporations that are not banks, subject to applicable laws and regulations. All
references  hereinafter  to the  activities  or  operations  of the  Corporation
reflect the Corporation's acting or operating through the Bank.

         On March 12, 1999, the Bank completed the acquisition of three branches
from Bank One Indiana,  National Association.  The three branches are located in
DeMotte,  Remington  and  Rensselaer,  in Jasper  County,  Indiana.  This branch
purchase  added   approximately   $117  million  in  deposits  and   represented
approximately  30% of the  deposits  in Jasper  County.  The branch  acquisition
expands  the  Bank's  market  area into an  additional  county  in  northwestern
Indiana.

         The Bank was chartered as an Indiana  state-chartered bank in 1899. The
Bank's  principal  executive  offices are also  located at 133 North 4th Street,
Lafayette, Indiana 47902 and its telephone number is (765) 423-7100. At December
31, 1998, the Bank was the largest bank  headquartered in Tippecanoe County with
total assets of $483,969,000 and total deposits of $395,546,000.

         Competition

         The banking business is highly  competitive.  The Corporation's  market
area consists  principally of Tippecanoe,  White and Jasper Counties in Indiana,
although the Bank also competes with other financial institutions in surrounding
counties in Indiana in obtaining  deposits and providing many types of financial
services.  The Corporation  competes with larger regional banks for the business
of companies located in the Corporation's market area.

<PAGE>2

         The Bank also  competes  with  savings  and loan  associations,  credit
unions,  production credit  associations and federal land banks and with finance
companies,  personal loan companies, money market funds and other non-depository
financial  intermediaries.  Many of these financial  institutions have resources
many  times  greater  than  those  of  the  Bank.  In  addition,  new  financial
intermediaries  such as  money-market  mutual funds and large  retailers are not
subject  to  the  same  regulations  and  laws  that  govern  the  operation  of
traditional depository institutions.

         Recent  changes  in  federal  and  state law have  resulted  in and are
expected to continue to result in increased competition. The reductions in legal
barriers to the  acquisition  of banks by  out-of-state  bank holding  companies
resulting from implementation of interstate banking legislation and other recent
and proposed changes are expected to continue to further  stimulate  competition
in the  markets  in which the Bank  operates,  although  it is not  possible  to
predict the extent or timing of such increased competition.

         Employees

         The Corporation has no compensated employees. At December 31, 1998, the
Bank employed 203 full-time  employees and 29 part-time  employees.  The Bank is
not a party to any collective bargaining agreements,  and employee relations are
considered to be good.

         Regulation and Supervision

         The Bank is  chartered  under the banking  laws of the State of Indiana
and is  subject  to the  supervision  of,  and is  regularly  examined  by,  the
Department  of  Financial  Institutions  (the  "DFI")  and the  Federal  Deposit
Insurance  Corporation  (the "FDIC").  The Corporation is a bank holding company
within  the  meaning  of the Bank  Holding  Company  Act (the "BHC  Act") and is
registered  as such  with,  and is subject to the  supervision  of, the  Federal
Reserve Board (the "FRB").  Certain  legislation and  regulations  affecting the
businesses of the Corporation and the Bank are discussed below.

         General.

         As a bank holding  company,  the Corporation is subject to the BHC Act.
The Corporation  reports to, registers with, and is examined by the FRB. The FRB
also has the authority to examine the Corporation's  subsidiaries which includes
the Bank.

         The FRB requires the Corporation to maintain certain levels of capital.
See  "Capital  Standards"  herein.  The  FRB  also  has  the  authority  to take
enforcement  action against any bank holding  company that commits any unsafe or
unsound practice,  violates certain laws, regulations,  or conditions imposed in
writing  by the  FRB.  See  "Prompt  Corrective  Action  and  Other  Enforcement
Mechanisms" herein.

<PAGE>3

         Under the BHC Act, a company  generally  must obtain the prior approval
of the FRB  before it  exercises  a  controlling  influence  over,  or  acquires
directly or indirectly,  more than 5% of the voting shares or substantially  all
of the assets of any bank or bank holding  company.  Thus,  the  Corporation  is
required to obtain the prior  approval of the FRB before it acquires,  merges or
consolidates  with any bank,  or bank holding  company.  Any company  seeking to
acquire,  merge or consolidate  with the  Corporation  also would be required to
obtain the FRB's approval.

         The  Corporation  is  generally  prohibited  under  the  BHC  Act  from
acquiring  ownership  or  control  of more than 5% of the  voting  shares of any
company that is not a bank or bank holding company and from engaging directly or
indirectly  in  activities  other than  banking,  managing  banks,  or providing
services to affiliates of the holding company. A bank holding company,  with the
approval  of the FRB,  may engage or  acquire  the  voting  shares of  companies
engaged,  in activities  that the FRB has determined to be so closely related to
banking or managing or controlling banks as to be a proper incident  thereto.  A
bank  holding  company must  demonstrate  that the benefits to the public of the
proposed  activity will outweigh the possible  adverse  effects  associated with
such activity.

         The FRB generally  prohibits a bank holding  company from  declaring or
paying a cash  dividend  which  would  impose  undue  pressure on the capital of
subsidiary banks or would be funded only through borrowing or other arrangements
that might adversely affect a bank holding  company's  financial  position.  The
FRB's  policy is that a bank  holding  company  should not continue its existing
rate of cash  dividends on its common stock unless its net income is  sufficient
to fully fund each  dividend  and its  prospective  rate of  earnings  retention
appears  consistent with its capital needs,  asset quality and overall financial
condition.

         Transactions   between  the  Corporation,   the  Bank  and  any  future
subsidiaries of the  Corporation are subject to a number of other  restrictions.
FRB policies  forbid the payment by bank  subsidiaries  of management fees which
are  unreasonable  in amount or exceed  the fair  market  value of the  services
rendered  (or, if no market  exists,  actual  costs plus a  reasonable  profit).
Additionally,  a bank holding company and its  subsidiaries  are prohibited from
engaging in certain  tie-in  arrangements  in  connection  with the extension of
credit, sale or lease of property, or furnishing of services. Subject to certain
limitations,  depository institution  subsidiaries of bank holding companies may
extend credit to, invest in the securities of,  purchase assets from, or issue a
guarantee,  acceptance, or letter of credit on behalf of, an affiliate, provided
that the aggregate of such  transactions  with  affiliates may not exceed 10% of
the capital  stock and surplus of the  institution,  and the  aggregate  of such
transactions  with all  affiliates  may not exceed 20% of the capital  stock and
surplus of such  institution.  The  Corporation  may only borrow from depository
institution subsidiaries if the loan is secured by marketable obligations with a
value of a designated amount in excess of the loan. Further, the Corporation may
not sell a low-quality asset to a depository institution subsidiary.

<PAGE>4

         Capital Standards.

         The FRB,  FDIC and  other  federal  banking  agencies  have  risk-based
capital  adequacy  guidelines  intended to provide a measure of capital adequacy
that  reflects  the  degree of risk  associated  with a  banking  organization's
operations for both  transactions  reported on the balance sheet as assets,  and
transactions,  such as letters of credit and  recourse  arrangements,  which are
reported as  off-balance  sheet items.  Under these  guidelines,  nominal dollar
amounts of assets and credit  equivalent  amounts of off-balance sheet items are
multiplied by one of several risk  adjustment  percentages,  which range from 0%
for assets with low credit risk, such as certain U.S. government securities,  to
100% for assets with  relatively  higher credit risk, such as business loans. On
March 2, 1999,  the four  federal  banking  agencies  published  in the  Federal
Register uniform final rules that amended the leverage capital standards to make
them  more  uniform  and  streamlined  and  amended  the  risk-based   standards
applicable to three types of assets.  The new standards will become effective on
April 1,  1999,  and are not  anticipated  to have a  significant  effect on the
Corporation.

         A banking  organization's  risk-based  capital  ratios are  obtained by
dividing  its  qualifying  capital  by  its  total   risk-adjusted   assets  and
off-balance  sheet  items.  The  regulators  measure  risk-adjusted  assets  and
off-balance sheet items against both total qualifying capital (the sum of Tier 1
capital  and  limited  amounts  of Tier 2 capital)  and Tier 1  capital.  Tier 1
capital consists of common stock,  retained  earnings,  noncumulative  perpetual
preferred stock and minority interests in certain subsidiaries,  less most other
intangible  assets.  Tier 2  capital  may  consist  of a  limited  amount of the
allowance   for  loan   losses  and   certain   other   instruments   with  some
characteristics  of equity.  The  inclusion  of  elements  of Tier 2 capital are
subject to certain other  requirements  and  limitations of the federal  banking
agencies.  Since December 31, 1992, the federal banking agencies have required a
minimum  ratio  of  qualifying  total  capital  to   risk-adjusted   assets  and
off-balance  sheet  items  of 8%,  and a  minimum  ratio  of Tier 1  capital  to
risk-adjusted assets and off-balance sheet items of 4%.

         In addition to the risk-based  guidelines,  federal banking  regulators
require banking  organizations to maintain a minimum amount of Tier 1 capital to
total  assets,  referred to as the leverage  ratio.  For a banking  organization
rated in the highest of the five  categories  used by regulators to rate banking
organizations,  the minimum  leverage ratio of Tier 1 capital to total assets is
3%;  all other  institutions  are  required  to have a minimum  ration of 4%. In
addition to these uniform risk-based capital guidelines and leverage ratios that
apply across the industry,  the regulators have the discretion to set individual
minimum capital  requirements for specific  institutions at rates  significantly
above the minimum guidelines and ratios.

         As of December 31, 1998,  the  Corporation  was in compliance  with the
risk-based  capital  guidelines.  For a detailed  discussion  of the  regulatory
capital  requirements  and the  Corporation's  and Bank's  compliance with those
requirements,  see "Capital Adequacy" in Management's Discussion and Analysis of
Financial  Condition  and  Results  of  Operations  and  Note  14  of  Notes  to
Consolidated Financial Statements.

<PAGE>5

         The  Federal  Deposit  Insurance  Corporation  Improvement  Act of 1991
("FDICIA")  required  the federal  financial  institution  agencies to prescribe
standards  for assessing  interest rate risk,  which is the exposure of a bank's
earnings  and capital  arising from adverse  movements  in interest  rates.  The
banking  agencies  issued a joint policy  statement on interest rate risk in May
1996 that describes prudent methods for monitoring such risk that rely primarily
on the  maintenance  of adequate  internal risk  measurement  systems and active
oversight of risk  management  activities  by the Board of Directors  and senior
management.

         Prompt Corrective Action and Other Enforcement Mechanisms.

         FDICIA requires each federal  banking agency to take prompt  corrective
action to resolve the problems of insured depository institutions, including but
not  limited  to those  that fall  below one or more of the  prescribed  minimum
capital  ratios.  The law requires  each federal  banking  agency to  promulgate
regulations   defining  the  following  five  categories  in  which  an  insured
depository institution will be placed, based on the level of its capital ratios:
well-capitalized,   adequately  capitalized,   undercapitalized,   significantly
undercapitalized and critically undercapitalized.

         The  federal   banking   agencies  have  issued   uniform   regulations
implementing  the prompt  corrective  action  provisions  of FDICIA.  An insured
depository  institution generally will be classified in the following categories
based on capital measures indicated below:

         "Well-Capitalized":

                  Total  risk-based  capital of 10% or more;  Tier 1  risk-based
                  ratio capital of 6% or more; and Leverage ratio of 5% or more.

         "Adequately Capitalized":

                  Total  risk-based  capital of at least 8%;  Tier 1  risk-based
                  capital of at least 4%; and Leverage ratio of at least 4%.

         "Undercapitalized":

                  Total  risk-based  capital  less  than 8%;  Tier 1  risk-based
                  capital less than 4%; or Leverage ratio less than 4%.

<PAGE>6

         "Significantly Undercapitalized":

                  Total  risk-based  capital  less  than 6%;  Tier 1  risk-based
                  capital less than 3%; or Leverage ratio less than 3%.

         "Critically Undercapitalized":

                  Tangible equity to total assets less than 2%.

         An institution  that,  based upon its capital levels,  is classified as
well-capitalized,  adequately capitalized, or undercapitalized may be treated as
though it were in the next lower  capital  category if the  appropriate  federal
banking agency,  after notice and  opportunity  for hearing,  determines that an
unsafe or unsound  condition  or an unsafe or  unsound  practice  warrants  such
treatment.  At each successive  lower capital  category,  an insured  depository
institution  is subject to more  restrictions.  The  federal  banking  agencies,
however,  may not treat an institution as "critically  undercapitalized"  unless
its capital ratio actually warrants such treatment.

         If an insured depository  institution is  undercapitalized,  it will be
closely  monitored by the appropriate  federal banking agency.  Undercapitalized
institutions must submit an acceptable capital restoration plan with a guarantee
of performance issued by the holding company. Further restrictions and sanctions
are  required  to  be  imposed  on  insured  depository  institutions  that  are
critically  undercapitalized.  The most important additional measure is that the
appropriate  federal banking agency is required to either appoint a receiver for
the institution  within 90 days or obtain the concurrence of the FDIC in another
form of action.

         In  addition  to  measures  taken  under the prompt  corrective  action
provisions,  commercial  banking  organizations  may  be  subject  to  potential
enforcement actions by the federal regulators for unsafe or unsound practices in
conducting  their  businesses or for violations of any law, rule,  regulation or
any condition imposed in writing by the agency or any written agreement with the
agency.  Enforcement  actions may include the  imposition  of a  conservator  or
receiver,  the  issuance  of a  cease-and-desist  order  that can be  judicially
enforced,  the termination of insurance of deposits (in the case of a depository
institution),   the  imposition  of  civil  money  penalties,  the  issuance  of
directives to increase capital,  the issuance of formal and informal agreements,
the issuance of removal and  prohibition  orders against  institution-affiliated
parties and the enforcement of such actions  through  injunctions or restraining
orders  based  upon a prima  facie  showing by the  agency  that such  relief is
appropriate. Additionally, a holding company's inability to serve as a source of
strength to its subsidiary  banking  organizations  could serve as an additional
basis for a regulatory action against the holding company.

<PAGE>7

         As of December 31, 1998, the Bank was classified as  "well-capitalized"
under the above  guidelines.  As discussed in the "Capital  Adequacy" section of
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations in the Annual Report to Shareholders and Note 18 to the Corporation's
Financial   Statements,   which  are  incorporated  herein  by  reference,   the
acquisition of the three branches from Bank One Indiana,  National  Association,
which was completed on March 12, 1999,  will reduce  consolidated  and bank-only
capital levels.  In March 1999, the Corporation  borrowed funds to contribute to
the Bank to  maintain  the  Bank's  well-capitalized  status.  While  management
expects the Bank to remain  well-capitalized  following the consummation of this
transaction,  the  Corporation's  capital levels may temporarily  drop below the
minimum  required level for capital adequacy  purposes.  Management will monitor
the  Corporation's  consolidated  capital  level  and  anticipates  the  minimum
required level for capital adequacy  purposes to be met by the Corporation prior
to December 31, 1999. See Items 7 and 8 below.

         Safety and Soundness Standards.

         FDICIA also implemented  certain specific  restrictions on transactions
and required the regulators to adopt overall safety and soundness  standards for
depository  institutions  related to internal  control,  loan  underwriting  and
documentation,  and asset growth. Among other things, FDICIA limits the interest
rates paid on deposits  by  undercapitalized  institutions,  the use of brokered
deposits and the aggregate extension of credit by a depository institution to an
executive  officer,  director,  principal  stockholder or related interest,  and
reduces  deposit  insurance  coverage for deposits  offered by  undercapitalized
institutions for deposits by certain employee benefits accounts.

         The FDICIA also required the agencies to establish safety and soundness
standards for insured  financial  institutions  covering (1) internal  controls,
information  systems and internal audit  systems;  (2) loan  documentation;  (3)
credit  underwriting;   (4)  interest  rate  exposure;  (5)  asset  growth;  (6)
compensation,   fees  and  benefits;  (7)  asset  quality,  earnings  and  stock
valuation;  and (8) excessive compensation for executive officers,  directors or
principal shareholders which could lead to material financial loss.
The agencies have adopted guidelines covering most of these items.

         Restrictions on Dividends and Other Distributions.

         The  power  of  the  board  of  directors  of  an  insured   depository
institution  to declare a cash  dividend or other  distribution  with respect to
capital is subject to  statutory  and  regulatory  restrictions  which limit the
amount available for such  distribution  depending upon the earnings,  financial
condition  and  cash  needs  of the  institution,  as well as  general  business
conditions.   FDICIA  prohibits  insured  depository  institutions  from  paying
management fees to any controlling  persons or, with certain limited exceptions,
making capital distributions,  including dividends,  if, after such transaction,
the institution would be undercapitalized.

<PAGE>8

         An FRB policy statement provides that a bank holding company should not
declare or pay a cash dividend to its  stockholders  if the dividend would place
undue pressure on the capital of its  subsidiary  banks or if the dividend could
be funded only through  additional  borrowings or other  arrangements that might
adversely   affect  the  financial   position  of  the  bank  holding   company.
Specifically,  a bank holding  company  should not continue its existing rate of
cash  dividends on its common stock unless its net income is sufficient to fully
fund  each  consistent  with its  capital  needs,  asset  quality,  and  overall
financial condition.  Further, the Corporation is expected to act as a source of
financial  strength for the Bank and to commit  resources to support the Bank in
circumstances when it might not do so absent such policy.

         The Corporation's ability to pay dividends depends in large part on the
ability of the Bank to pay dividends to the Corporation. The ability of the Bank
to pay  dividends is subject to  restrictions  set forth in the Indiana  banking
laws and regulations of the FDIC.

         Under  Indiana law, the Bank may declare a dividend in an amount deemed
expedient by the Board of Directors of the Bank. Any such dividend, however, may
not (i) impair the capital stock of the Bank,  (ii) be in an amount greater than
the  remainder of undivided  profits then on hand after  deducting  losses,  bad
debts, depreciation, and all other expenses, or (iii) constitute a withdrawal of
any portion of the capital stock of the Bank. In addition,  the Bank must obtain
the prior  approval of the DFI for the  payment of any  dividend if the total of
all  dividends  declared by the Bank during the  calendar  year,  including  the
proposed  dividend  would  exceed the sum of (i) the total of the net profits of
the Bank and (ii) the  retained  net  profits of the Bank for the  previous  two
years.  The amount of "net  profits" is determined  by  subtracting  all current
operating expenses,  actual losses, and all federal,  state and local taxes from
all  earnings  from  current   operations  plus  actual   recoveries  on  loans,
investments and other assets.

         Additionally,   under  FDICIA,  the  Bank  may  not  make  any  capital
distribution,   including  the  payment  of  dividends,  if  after  making  such
distribution  the  Bank  would be in any of the  "under-capitalized"  categories
under the FDIC's Prompt Corrective Action regulations.

         Also, under the Financial Institution's  Supervisory Act, the FDIC also
has the authority to prohibit the Bank from engaging in business practices which
the FDIC considers to be unsafe or unsound.  It is possible,  depending upon the
financial  condition of the Bank and other  factors,  that the FDIC could assert
that the payment of dividends or other payments in some  circumstances  might be
such an unsafe or unsound practice and thereby prohibit such payment.

         FDIC Insurance Assessments.

         The  FDIC has  established  several  mechanisms  to  increase  funds to
protect  deposits  insured by the Bank  Insurance  Fund  ("BIF") and the Savings
Association Insurance Fund ("SAIF"), both of which are administered by the FDIC.
The Bank's  deposits are insured  through BIF except for those deposits the Bank
acquired  from  the  Resolution  Trust  Corporation  in  December,   1990.  This
acquisition  consisted of two branches of the former  Hometown  Federal  Savings
Bank in Delphi, Indiana, and these deposits remain insured through SAIF.

<PAGE>9

         As required by FDICIA,  the FDIC has  adopted a  risk-based  assessment
system  for  deposit   insurance   premiums.   Under  this  system,   depository
institutions  are charged  anywhere  from zero to $.27 for every $100 in insured
domestic deposits,  based on such  institutions'  capital levels and supervisory
subgroup  assignment.  The FDIC's  rules set forth  which  supervisory  subgroup
assignments  are  made  by  the  FDIC,  the  assessment   classification  review
procedure,   provide   for   the   assignment   of  new   institutions   to  the
"well-capitalized"  assessment  group,  set forth when an institution is to make
timely adjustments as appropriate,  and set forth the basis, and report data, on
which capital group  assignments are made for insured branches of foreign banks,
and  expressly  address the  treatment  of certain  lifeline  accounts for which
special assessment treatment is given.

         The BIF  reached  its  required  1.25  reserve  ratio in  1995,  and in
response the FDIC reduced  deposit  insurance  assessment  rates on  BIF-insured
deposits to historic low levels. Legislation enacted in September, 1996 included
provisions  for the  recapitalization  of the SAIF.  The  legislation  imposed a
one-time  assessment  in the  amount of 65.7  basis  points on all  SAIF-insured
deposits held as of March 31, 1996. The Bank paid an assessment in the amount of
$31,000 on the small portion of its deposits that are SAIF-insured.  As a result
of the  payment  of the  special  assessment  and the  adoption  of  regulations
implementing the legislation,  rates for deposits insured through SAIF have been
brought  into  parity  with  BIF  rates.  The BIF  and  SAIF  deposit  insurance
assessment rates currently in effect range from zero to $.27 per $100 of insured
deposits,  with the healthiest financial  institutions,  including the Bank, not
being required to pay any deposit insurance premiums.

         Interstate Banking and Branching.

         On September 29, 1994, the Riegle-Neal Interstate Banking and Branching
Efficiency  Act of  1994  (the  "Interstate  Act")  was  signed  into  law.  The
Interstate Act effectively permits nationwide banking. As of September 30, 1995,
the Interstate Act provides that adequately  capitalized and adequately  managed
bank  holding   companies  may  acquire  banks  in  any  state,  even  in  those
jurisdictions   that  had  previously   barred   acquisitions   by  out-of-state
institutions, subject to deposit concentration limits. The deposit concentration
limits provide that regulatory  approval by the Federal Reserve Board may not be
granted for a proposed  interstate  acquisition  if after the  acquisition,  the
acquiror  on a  consolidated  basis  would  control  more  than 10% of the total
deposits  nationwide  or would  control  more than 30% of  deposits in the state
where the acquiring  institution  is located.  The deposit  concentration  state
limit does not apply for initial acquisitions in a state and, in every case, may
be waived by the state regulatory authority. Interstate acquisitions are subject
to compliance with the Community Reinvestment Act ("CRA").  States are permitted
to  impose  age  requirements  not to  exceed  five  years on  target  banks for
interstate acquisitions.

         Branching between states may be accomplished either by merging separate
banks located in different  states into one legal entity,  or by establishing de
novo branches in another state.  Interstate  branching by consolidation of banks
was  permitted  beginning  in  June  1,  1998,  except  in  states  that  passed
legislation  prior to that date  "opting-out"  of  interstate  branching.  Banks
located in states that opted out of interstate  branching may not participate in
interstate   branching.   The  laws  of  the  host  state  regarding   community
reinvestment,  fair lending,  consumer  protection  (including usury limits) and
establishment of branches apply to the interstate branches.

<PAGE>10

         De novo branching by an out-of-state  bank is not permitted  unless the
host state expressly permits de novo branching by banks from  out-of-state.  The
establishment  of an  initial  de novo  branch in a state is subject to the same
conditions  as apply to initial  acquisition  of a bank in the host state  other
than the deposit concentration limits.  Effective March 14, 1996, Indiana "opted
in" to the interstate branching provision of the Interstate Act.

         Community Reinvestment Act.

         In October, 1994, the federal financial institution regulatory agencies
proposed  a  comprehensive  revision  of  their  regulations   implementing  the
Community  Reinvestment  Act  ("CRA"),  enacted  in 1977 to  promote  lending by
financial institutions to individuals and businesses located in low and moderate
income areas. In May, 1995, the proposed CRA regulations were published in final
form  effective  as of July 1, 1995.  The revised CRA  regulations  emphasize an
assessment of actual  performance  rather than of the  procedures  followed by a
bank, to evaluate  compliance with the CRA. Overall CRA compliance  continues to
be  rated  across  a  four-point   scale  from   "outstanding"  to  "substantial
noncompliance," and continues to be a factor in review of applications to merge,
establish  new branches or form bank holding  companies.  In addition,  any bank
rated in  "substantial  noncompliance"  with the revised CRA  regulations may be
subject  to  enforcement  proceedings.  Different  evaluation  methods  are used
depending on the asset size of the bank.

         The "lending, investments and service test method" is applicable to all
banks with more than $250 million in assets  which are not  wholesale or limited
purpose banks and do not elect to be evaluated by the "strategic plan assessment
method" which is discussed below. Central to this method is the requirement that
such  banks  collect  and report to their  primary  federal  banking  regulators
detailed  information  regarding  home  mortgage,  small  business  and farm and
community  development  loans which is then used to evaluate CRA compliance.  At
the bank's option, data regarding consumer loans and any other loan distribution
it may choose to provide also may be collected and reported.

         Using such data,  a bank will be  evaluated  regarding  its (i) lending
performance  according  to  the  geographic   distribution  of  its  loans,  the
characteristics  of its  borrowers,  the number and  complexity of its community
development loans, the innovativeness or flexibility of its lending practices to
meet low and moderate income credit needs and, at the bank's  election,  lending
by affiliates  or through  consortia or  third-parties  in which the bank has an
investment  interest;  (ii)  investment  performance  by  measure  of the bank's
"qualified  investments,"  that is, the extent to which the bank's  investments,
deposits,  membership  shares in a credit union, or grants  primarily to benefit
low or moderate  income  individuals  and small  businesses  and farms,  address
affordable  housing or other needs not met by the private market,  or assist any
minority or women-owned depository institution by donating, selling on favorable
terms or  provisioning  on a rent-free basis any branch of the bank located in a
predominately minority neighborhood; and (iii) service performance by evaluating
the  demographic  distribution  of the bank's  branches and ATMs,  its record of
opening and closing  them,  the  availability  of  alternative  retail  delivery
systems  (such as  telephone  banking,  banking  by mail or at work,  and mobile
facilities)  in low and  moderate  income  geographies  and to low and  moderate
income individuals, and (given the characteristics of the bank's service area(s)
and its  capacity  and  constraints)  the  extent  to which  the  bank  provides
"community  development  services"  (services  which  primarily  benefit low and
moderate income  individuals or small farms and businesses or address affordable
housing  needs  not met by the  private  market)  and their  innovativeness  and
responsiveness.

<PAGE>11

         Any bank may request to be evaluated by the "strategic  plan assessment
method" by submitting a strategic plan for review and approval. Such a plan must
involve public  participation in its preparation,  and contain  measurable goals
for meeting low and moderate  income credit needs through  lending,  investments
and provision of services.  Such plans  generally will be evaluated by measuring
strategic plan goals against standards similar to those which will be applied in
evaluating  a bank  according  to the  "lending,  investments  and service  test
method."

         The federal financial  institution  regulatory  agencies issued a final
rule effective as of January 1, 1996, to make certain  technical  corrections to
the revised  CRA  regulations.  Among  other  matters,  the rule  clarifies  the
transition  from the former CRA  regulations  to the revised CRA  regulations by
confirming that when an institution  either  voluntarily or mandatorily  becomes
subject to the performance tests and standards of the revised  regulations,  the
institution must comply with all of the requirements of the revised  regulations
and is no longer subject to the provisions of the former CRA regulations.

         Inter-Corporate Borrowings.

         Bank holding  companies  are also  restricted as to the extent to which
they and their  subsidiaries  can borrow or  otherwise  obtain  credit  from one
another or engage in certain other transactions. The "covered transactions" that
an insured  depository  institution and its subsidiaries are permitted to engage
in with their nondepository affiliates are limited to the following amounts: (1)
in the  case  of any  one  such  affiliate,  the  aggregate  amount  of  covered
transactions of the insured depository  institution and its subsidiaries  cannot
exceed  10% of the  capital  stock and the  surplus  of the  insured  depository
institution;  and (ii) in the case of all  affiliates,  the aggregate  amount of
covered transactions of the insured depository  institution and its subsidiaries
cannot  exceed 20% of the capital  stock and  surplus of the insured  depository
institution.   In  addition,   extensions  of  credit  that  constitute  covered
transactions must be collateralized in prescribed amounts.

         "Covered  transactions"  are  defined  by  statute to include a loan or
extension  of credit to the  affiliate,  a purchase of  securities  issued by an
affiliate, a purchase of assets from the affiliate (unless otherwise exempted by
the Federal Reserve Board), the acceptance of securities issued by the affiliate
as collateral for a loan and the issuance of a guarantee,  acceptance, or letter
of credit for the benefit of an affiliate.  Further,  a bank holding company and
its subsidiaries are prohibited from engaging in certain tie-in  arrangements in
connection with any extension of credit, lease or sale of property or furnishing
of services.

<PAGE>12

         Impact of Monetary Policies.

         Banking is a business which depends on interest rate differentials.  In
general,  the difference between the interest paid by a bank on its deposits and
other borrowings, and the interest rate earned by banks on loans, securities and
other  interest-earning  assets  comprises the major source of banks'  earnings.
Thus,  the earnings and growth of banks are subject to the influence of economic
conditions  generally,  both domestic and foreign,  and also to the monetary and
fiscal policies of the United States and its agencies, particularly the FRB. The
FRB implements  national monetary policy,  such as seeking to curb inflation and
combat  recession,  by its  open-market  dealings  in United  States  government
securities,   by  adjusting  the  required   level  of  reserves  for  financial
institutions  subject to reserve  requirements  and through  adjustments  to the
discount  rate  applicable  to borrowings by banks which are members of the FRB.
The  actions  of the FRB in these  areas  influence  the  growth of bank  loans,
investments and deposits and also affect  interest rates.  The nature and timing
of any  future  changes in such  policies  and their  impact on the  Corporation
cannot be  predicted.  In addition,  adverse  economic  conditions  could make a
higher  provision  for loan losses a prudent  course and could cause higher loan
loss charge-offs, thus adversely affecting the Bank's net earnings.

         Pending Legislation.

         The United  States  Congress  considered  proposals  for  comprehensive
financial reform legislation during 1998, but none of the proposals was adopted.
The Senate and House Banking  Committees each approved financial reform bills in
March 1999. The Corporation and Bank can not predict  whether,  or in what form,
any  proposed  legislation  will be adopted or, if adopted,  the extent to which
such adoption would affect the business of the Corporation or Bank.

FORWARD-LOOKING STATEMENTS

       This  Form  10-K and  future  filings  made by the  Corporation  with the
Securities and Exchange Commission,  as well as other filings, reports and press
releases made or issued by the  Corporation  and the Bank,  and oral  statements
made  by  executive   officers  of  the   Corporation   and  Bank,  may  include
forward-looking   statements   relating  to  such  matters  as  (a)  assumptions
concerning  future  economic  and  business  conditions  and their effect on the
economy in general and on the markets in which the  Corporation  and the Bank do
business,  and (b)  expectations  for  increased  revenues  and earnings for the
Corporation and Bank through growth resulting from  acquisitions,  attraction of
new  deposit  and  loan  customers  and the  introduction  of new  products  and
services.  Such forward-looking  statements are based on assumptions rather than
historical or current facts and, therefore, are inherently uncertain and subject
to risk.

<PAGE>13

         The Corporation  notes that a variety of factors could cause the actual
results or experience to differ materially from the anticipated results or other
expectations described or implied by such forward-looking  statements. The risks
and uncertainties that may affect the operations,  performance,  development and
results of the Corporation's and Bank's business include the following:  (a) the
risk of adverse changes in business conditions in the banking industry generally
and in the  specific  markets  in which the Bank  operates;  (b)  changes in the
legislative and regulatory  environment  that negatively  impact the Corporation
and Bank through increased  operating expenses;  (c) increased  competition from
other financial and non-financial institutions;  (d) the impact of technological
advances;  and (e) other risks  detailed from time to time in the  Corporation's
filings with the Securities and Exchange Commission. The Corporation and Bank do
not undertake any obligation to update or revise any forward-looking  statements
subsequent to the date on which they are made.

ITEM 2.  Properties.

         The  Corporation,  through the Bank,  currently  operates from its main
office in downtown  Lafayette  and from 16 additional  locations in  Tippecanoe,
White and Jasper Counties in Indiana  (effective  March 29, 1999 the Bank closed
its branch location in Chalmers, Indiana).  Information about those locations is
set forth in the table below:

<TABLE>
<CAPTION>

======================================== ---------------------------------------- ==================================
                                                                                            ADDITIONAL
                                                                                               BANKING
                                                         LOCATION/                           FUNCTIONS
            NAME OF OFFICE                             TELEPHONE NO.                           OFFERED
======================================== ---------------------------------------- ==================================

<S>                                      <C>                                      <C>                                             
Downtown Main Office                     133 North 4th Street                     oTrust Department
                                         Lafayette, Indiana                       oMortgage Loan Department
                                         (765) 423-7100                           oCommercial Loan
                                                                                     Department
======================================== ---------------------------------------- ==================================
Downtown Motor Bank                      401 North 4th Street                     o24-Hour MAC Automatic
                                         Lafayette, Indiana                         Teller Machine
                                         (765) 423-7165
======================================== ---------------------------------------- ==================================
Elston Branch                            2862 U.S. 231 South                      o24-Hour MAC Automatic
                                         Lafayette, Indiana                         Teller Machine
                                         (765) 423-7166
======================================== ---------------------------------------- ==================================
Lafayette Square                         2504 Teal Road                           o24-Hour MAC Automatic
  Branch                                 Lafayette, Indiana                         Teller Machine
                                         (765) 423-7164
======================================== ---------------------------------------- ==================================
Market Square Branch                     2200 Elmwood Avenue                      oInstallment Loan Department
                                         Lafayette, Indiana                       o24-Hour MAC Automatic
                                         (765) 423-7163                             Teller Machine
======================================== ---------------------------------------- ==================================
Tippecanoe Court                         Pay Less Super Market                    o24-Hour MAC Automatic
Branch                                   2513 Maple Point Drive                      Teller Machine
                                         Lafayette, Indiana
                                         (765) 423-3821
======================================== ---------------------------------------- ==================================
West Lafayette Branch                    2329 N. Salisbury Street                 o24-Hour MAC  Automatic
                                         West Lafayette, Indiana                    Teller  Machine
                                         (765) 423-7162
======================================== ---------------------------------------- ==================================
<PAGE>14

26 East Branch                           3901 S.R. 26 East                        oInvestment Center
                                         Lafayette, Indiana                       oInsurance Department
                                         (765) 423-7167                           o24-Hour MAC Automatic
                                                                                    Teller  Machine
======================================== ---------------------------------------- ==================================
Elmwood Avenue                           Pay Less Super Market                    o24-Hour MAC Automatic
  Branch                                 1904 Elmwood Avenue                        Teller Machine
                                         Lafayette, Indiana
                                         (765) 423-3931
======================================== ---------------------------------------- ==================================
Valley Lakes Branch                      1803 E. 350 S.                           o24-Hour MAC Automatic
                                         Lafayette, Indiana                         Teller Machine
                                         (765) 423-3841
======================================== ---------------------------------------- ==================================
Brookston Branch                         S.R. 18 West and HWY 43                  o24-Hour MAC Automatic
                                         Brookston, Indiana                         Teller Machine
                                         (765) 563-6400
======================================== ---------------------------------------- ==================================
Monticello Branch                        116 East Washington St.                  o24-Hour MAC Automatic
                                         Monticello, Indiana                        Teller Machine
                                         (219) 583-5137
======================================== ---------------------------------------- ==================================
Reynolds Branch                          U.S. 24 West                             o24-Hour MAC Automatic
                                         Reynolds, Indiana                          Teller Machine
                                         (219) 984-5471
======================================== ---------------------------------------- ==================================
DeMotte Branch                           437 N. Halleck                           o24-Hour MAC Automatic
                                         DeMotte, Indiana 46310                     Teller Machine
                                         (219) 987-5812
======================================== ---------------------------------------- ==================================
Remington Branch                         101 E. Division Street                   o24-Hour MAC Automatic
                                         Remington, Indiana 47977                   Teller Machine
                                         (219) 866-2161
======================================== ---------------------------------------- ==================================
Rensselaer Branch                        200 W. Washington Street                 o24-Hour MAC Automatic
                                         Rensselaer, Indiana 47978                  Teller Machine
                                         (219) 866-7121
======================================== ======================================== ==================================
Rensselaer Motor Bank                    200 N. Van Rensselaer
                                         Rensselaer, Indiana 47978
                                         (219) 866-1455
======================================== ======================================== ==================================

</TABLE>

         The Bank owns its main  office and all its branch  offices,  except the
Market  Square,  Tippecanoe  Court Pay Less,  Elmwood Pay Less and Valley  Lakes
branches,  all of which  are  leased.  The  West  Lafayette  and 26 East  branch
facilities are owned by the Bank; however,  both are subject to land leases. The
main office  facility,  which is used  predominantly  by the Corporation and the
Bank, contains  approximately  63,000 square feet. The remaining space is leased
to various unrelated business operations.  The other branches range in size from
nearly 11,425 square feet down to approximately 450 square feet. The Bank's Data
Center is  located at 320 North  Street in  Lafayette,  Indiana,  and houses the
Bank's  data  processing  operations  in  addition  to the  proof  and  checking
departments.

<PAGE>15

ITEM 3.  Legal Proceedings.

         There are no material  pending  legal  proceedings,  other than routine
litigation incidental to their business, to which the Corporation or the Bank is
a party or of which any of its property is subject.

ITEM 4.  Submission of Matters to a Vote of Security Holders.

   There was no matter  submitted during the fourth quarter of 1998 to a vote of
security holders, by solicitation of proxies or otherwise.

Special Item.   Executive Officers of the Registrant.

<TABLE>
<CAPTION>

------------------------------------------------- ----------- ------------------------------------------------------
                      Name                           Age                          Offices Held
------------------------------------------------- ----------- ------------------------------------------------------
<S>                                                   <C>     <C> 
Joseph A. Bonner                                      67      Chairman of the Board of the Corporation and the Bank
------------------------------------------------- ----------- ------------------------------------------------------
Robert J. Weeder                                      61      Chief Executive Officer and President of the
                                                              Corporation and the Bank
------------------------------------------------- ----------- ------------------------------------------------------
Robert J. Ralston                                     57      Executive Vice President/Senior Operations Officer
                                                              and Secretary/Treasurer of the Bank
------------------------------------------------- ----------- ------------------------------------------------------
Lawrence A. Anthrop                                   54      Senior Vice President and Senior Trust Officer of
                                                              the Bank
------------------------------------------------- ----------- ------------------------------------------------------
E. James Brisco                                       46      Senior Vice President and Manager, Mortgage Loan
                                                              Department of the Bank
------------------------------------------------- ----------- ------------------------------------------------------
Michelle D. Turnpaugh                                 33      Secretary/Treasurer of the Corporation and Assistant
                                                              Secretary of the Bank
------------------------------------------------- ----------- ------------------------------------------------------
Marvin S. Veatch                                      34      Controller of the Bank
------------------------------------------------- ----------- ------------------------------------------------------
Charles E. Wise                                       52      Senior Vice President and Manager of the Reynolds
                                                              and Monticello offices of the Bank
------------------------------------------------- ----------- ------------------------------------------------------
</TABLE>

     Officers  are elected  annually by the Board of  Directors  and serve for a
one-year  period and until  their  successors  are  elected.  No  officers  have
employment  contracts.  There are no  family  relationships  between  any of the
officers of the Corporation.

     Except  as  indicated  below,  each of the  officers  has  held the same or
similar position with the Corporation or the bank or the past five (5) years.

     Mr.  Bonner  retired as President  and Chief and  Executive  Officer of the
Corporation and the Bank effective January 31, 1997.

     Mr.  Weeder has served as President of the Bank since  August,  1996 and as
President of the Corporation since September,  1996. He assumed the positions of
Chief  Executive  Officer  of the  Corporation  and the Bank  upon Mr.  Bonner's
retirement in January, 1997.

     Mr.  Brisco  became  Senior Vice  President of the Bank in December,  1996,
prior to which time he had served as Vice  President  of the Bank.  Prior to his
employment by the Bank in April,  1995,  he was employed by  Huntington  Bank of
Indiana as Vice President, Secondary Market Operations.

     Mr. Ralston became Executive Vice President of the Bank in December,  1996,
and was appointed Secretary/Treasurer of the Bank in September, 1996.

     Ms.  Turnpaugh  was appointed  Secretary/Treasurer  of the  Corporation  in
September, 1996.

     Mr. Wise became Senior Vice President of the Bank in December, 1996.

<PAGE>16

                                     PART II

     The  information in Part II of this report is  incorporated by reference to
the indicated sections of the Registrant's Annual Report to Shareholders for the
fiscal year ended December 31, 1998. [Page numbers in EDGAR version are enclosed
in brackets.]

ITEM 5.  Market for Registrant's Common Equity and Related Stockholder Matters.

                                                       Annual Report to
                                                         Shareholders
                                                             Page

                          (a)       Market                     39 [13.62]
                          (b)       Holders                    39 [13.62]
                          (c)       Dividends                  39 [13.62]

<PAGE>17

ITEM 6.           Selected Financial Data.

                                                        Annual Report to
                                                           Shareholders
                                                               Page

                          Selected Financial Data               13 [13.3]

  ITEM 7.         Management's Discussion and Analysis of Financial Condition 
                  and Results of Operations.

                                                              Annual Report to
                                                                Shareholders
                                                                    Pages

                          Management's Discussion and
                          Analysis of Financial Condition
                          and Results of Operations                 12-25 
                                                                 [13.2-13.28]

ITEM 7A.          Quantitative and Qualitative Disclosures About Market Risk.

                                                              Annual Report to
                                                                Shareholders
                                                                    Page

                          Management's Discussion and
                          Analysis of Financial Condition
                          and Results of Operations -
                          Quantitative and Qualitative
                          Disclosures About Market Risk               22 [13.23]

ITEM 8.           Financial Statements and Supplementary Data.

                                                            Annual Report to
                                                              Shareholders
                                                                  Pages

                          Financial Statements and
                          Supplementary Data                      26-38
                                                               [13.29-13.61]
<PAGE>18

ITEM 9.      Changes in and  Disagreement  with  Accountants  on Accounting  and
             Financial Disclosure.

                  Not applicable.

                                    PART III

         Except as set forth below in "Directors  and Executive  Officers of the
Corporation,"  the  information  for  Items  10  through  13 of this  Report  is
incorporated  herein  by  reference  from  the  Corporation's  definitive  Proxy
Statement  for its Annual  Meeting of  Shareholders  to be held April 12,  1999,
which was filed with the Commission pursuant to Regulation 14A on March 9, 1999.

ITEM 10. Directors and Executive Officers of the Corporation.

         The information required by this item relating to Executive Officers is
found under the heading "Special Item.  Executive Officers of the Registrant" in
Part I of this  Report and the  information  required  by this item  relating to
Directors  is  included  under  the  caption  "Election  of  Directors"  in  the
Corporation's  definitive Proxy Statement for its Annual Meeting of Shareholders
to be held  April 12,  1999,  which has been filed  with the  Commission  and is
incorporated herein by reference in this Form 10-K.

ITEM 11. Executive Compensation.

         The  information  required by this item is  included  under the caption
"Executive Compensation" in the Corporation's definitive Proxy Statement for its
Annual Meeting of Shareholders  to be held April 12, 1999,  which has been filed
with the Commission and is incorporated by reference in this Form 10-K.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management.

         The  information  required by this item is  included  under the caption
"Election of Directors" in the Corporation's  definitive Proxy Statement for its
Annual Meeting of Shareholders  to be held April 12, 1999,  which has been filed
with the Commission and is incorporated by reference in this Form 10-K.

ITEM 13. Certain Business Relationships and Related Transactions.

         The  information  required by this item is  included  under the caption
"Certain   Business   Relationships   and  Transactions"  in  the  Corporation's
definitive  Proxy  Statement for its Annual Meeting of  Shareholders  to be held
April 12, 1999,  which has been filed with the Commission and is incorporated by
reference in this Form 10-K.

<PAGE>19

                                     PART IV

ITEM 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

         The documents listed below are either filed as a part of this Report or
incorporated  by  reference  from  the  Annual  Report  to  Shareholders  or the
Corporation's Registration Statement as indicated.

         (a)1.  Financial Statements.

                                                       Annual Report to
                                                         Shareholders
                                                             Page

         Report of Independent Auditors                       26 [13.31]

         Consolidated Balance Sheets as of
         December 31, 1998 and 1997                           27 [13.32]

         Consolidated Statements of Income for
           the years ended December 31, 1998,
           1997 and 1996                                      28 [13.33]

         Consolidated Statements of Changes
           in Shareholders' Equity for the years
           ended December 31, 1998, 1997 and 1996             29 [13.34]

         Consolidated Statements of Cash Flows
           for the years ended December 31,
           1998, 1997 and 1996                                30 [13.35]

         Notes to Consolidated Financial
           Statements                                       31-38 [13.38-13.61]

         All other schedules have been omitted because the required  information
is either  inapplicable or has been included in the  Corporation's  consolidated
financial statement or notes thereto.

         (a)2.  Schedules.

         All schedules  have been omitted  because the required  information  is
either  inapplicable  or has been  included  in the  Corporation's  consolidated
financial statements or notes thereto.

<PAGE>20

         (a)3.  Exhibits.

         The exhibits  filed as part of this Report on Form 10-K are  identified
in the Exhibit Index, which Exhibit Index specifically identifies those exhibits
that describe or evidence all  management  contracts and  compensatory  plans or
arrangements required to be filed as exhibits to this Report. Such Exhibit Index
is incorporated herein by reference.

         (b)      Reports on Form 8-K.

         During the quarter ended December 31, 1998, the  Corporation  filed one
Current Report on Form 8-K. The report,  dated October 21, 1998, was filed under
Item 5 and  announced the Bank's  agreement to acquire three  branches in Jasper
County, Indiana from Bank One Indiana, National Association.

                                   SIGNATURES

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
Registrant  caused this report to be signed on its behalf,  by the  undersigned,
thereunto duly authorized.

Dated: March 26, 1999                  LAFAYETTE BANCORPORATION


                                       By: /s/ Robert J. Weeder
                                           Robert J. Weeder, President


         In  accordance  with the  Exchange  Act,  this report was signed by the
following  persons on behalf of the  Registrant and in the capacities and on the
dates indicated.


Dated: March 26, 1999                    /s/ Robert J. Weeder
                                         Robert J. Weeder, President (Principal
                                         Executive Officer) and Director


Dated: March 26, 1999                    Marvin S. Veatch
                                         Marvin S. Veatch, Controller (Principal
                                         Accounting Officer and Principal 
                                         Financial Officer)


Dated: March ____ , 1999                 ______________________________________
                                         Richard A. Boehning, Director


Dated: March 26, 1999                    /s/ Joseph A. Bonner
                                         Joseph A. Bonner, Director


Dated: March ____ , 1999                 ______________________________________
                                         Wilbur L. Hancock, Director


Dated: March 26, 1999                    /s/ Roy D. Meeks
                                         Roy D. Meeks, Director

<PAGE>21

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

Exhibit                                                                                                    Page
Number                     Description                                                                    Number


<S>                        <C>                                                                            <C>
3.1                        Restated Articles of Incorporation of the Corporation
                           are incorporated by reference to Exhibit 3.1 to Registrant's
                           Form 10, which became effective on June 30, 1997

3.2                        Bylaws of the Corporation, as amended, are incorporated
                           by reference to Exhibit 3.2 to the Registrant's Form 10,
                           which became effective June 30, 1997

10.1*                      Lafayette Bancorporation Non-Qualified Stock Option Plan,
                           including schedule identifying material terms of options
                           granted to Directors and named executive officers, is
                           incorporated by reference to Exhibit 10.1 in the Registrant's
                           Form 10, which became effective on June 30, 1997

10.2*                      Lafayette Bancorporation Officers' Stock Appreciation
                           Rights Plan,  including schedule identifying material
                           terms of stock  appreciation  rights granted to named
                           executive  officers,  is incorporated by reference to
                           Exhibit  10.2  in the  Registrant's  Form  10,  which
                           became effective on June 30, 1997
10.3*                      Lafayette Bank and Trust Company Directors Deferred
                           Compensation Plan and Form of Agreement (1987), is
                           incorporated by reference to Exhibit 10.3 of Registrant's
                           Form 10, which became effective on June 30, 1997

10.4*                      Lafayette Bank and Trust Company Directors Deferred
                           Compensation Form of Agreement (1994), is incorporated
                           by reference to Exhibit 10.4 of Registrant's Form 10, which
                           became effective on June 30, 1997

10.5*                      Lafayette Bancorporation 1998 Nonqualified Stock Option Plan

10.6*                      Lafayette Bancorporation Director Emeritus Supplemental
                           Retirement Benefits Plan

13                         Registrant's 1998 Annual Report to Shareholders (includes
                           only portions incorporated by reference)

21                         Subsidiaries of Registrant

27                         Financial Data Schedule

<FN>

*    Indicates  Exhibits  that  describe or  evidence  management  contracts  or
     compensatory plans or arrangements required to be filed as Exhibits to this
     Form 10-K.
</FN>
</TABLE>