8-A12B

                 Form 8-A SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

              FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES 
                    PURSUANT TO SECTION 12(b) OR (g) OF THE 
                      SECURITIES EXCHANGE ACT OF 1934

                            MID-AMERICA BANCORP
            (Exact name of registrant as specified in its charter)

         KENTUCKY                                        61-10112933 
     (State of incorporation                        (I.R.S. Employer or 
     organization)                                  Identification No.)

     500 WEST BROADWAY, LOUISVILLE, KENTUCKY           40202 
     (Address of principal executive offices )       (Zip Code) 

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

     Title of each class                     Name of each exchange on 
     to be registered                         which each class is to 
                                            be registered

     MID-AMERICA BANCORP PREFERRED 
       SHARE PURCHASE RIGHTS                 AMERICAN STOCK EXCHANGE 

     If this form relates to the registration of a class of 
securities pursuant to Section 12(b) of the Exchange Act and is 
effective pursuant to General Instruction A.(c), check the 
following box. |X| 

     If this form relates to the registration of a class of 
securities pursuant to Section 12(g) of the Exchange Act and is 
effective pursuant to General Instruction A.(d), check the 
following box. |_| 

     Securities Act registration statement file number to which 
this form relates: N/A 

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

                                    NONE
                           Title of each class


Item 1.         DESCRIPTION OF REGISTRANT'S SECURITIES TO BE 
                REGISTERED. 

                PREFERRED SHARE PURCHASE RIGHTS 

        On February 23, 1998, the Board of Directors declared a 
dividend distribution of one right (a "Right") for each 
outstanding share of Common Stock to shareholders of record at the 
close of business on March 13, 1998 (the "Record Date").  Each 
Right entitles the registered holder to purchase from the Company 
a unit consisting of one-hundredth of a share (a "Unit") of 1998A 
Junior Participating Preferred Stock (the "Participating 
Preferred") at a purchase price of $75.00 per Unit (the "Purchase 
Price"), subject to adjustment.  The description and terms of the 
Rights are set forth in a Rights Agreement dated as of February 
23, 1998 (the "Rights Agreement") between the Company and Mid-
America Bank of Louisville and Trust Company (now known as Bank of 
Louisville), as Rights Agent. 

        Initially, the Rights attach to all the Common Stock 
certificates representing shares then outstanding, and no separate 
Rights Certificates are distributed.  The Rights will separate 
from the Common Stock and a Distribution Date will occur upon the 
earlier of (i) 10 business days following a public announcement 
that a person or group of affiliated or associated persons (an 
"Acquiring Person") has acquired, or obtained the right to 
acquire, beneficial ownership of 15% or more of the outstanding 
shares of the Common Stock (the "Stock Acquisition Date") or (ii) 
10 business days following the commencement of a tender offer or 
exchange offer that would result in a person or group beneficially 
owning 15% or more of such outstanding shares of the Common Stock.   
In addition to the Rights dividend on shares outstanding on the 
Record Date, the Rights Agreement provides for the automatic 
issuance of a Right with respect to each share of the Common Stock 
issued after the Record Date but before the earlier of the 
Distribution Date or the date on which the Rights expire.

        The definition of "Acquiring Person" excludes any shareholder 
who beneficially owns 15% or more of the shares of Common Stock 
outstanding on the date the Rights Agreement was adopted (an 
"Excluded Shareholder").  An Excluded Shareholder may become an 
Acquiring Person only at such times as the Excluded Shareholder 
becomes the beneficial owner of 24% or more of the shares of the 
Common Stock outstanding as a result of the Excluded Shareholder 
acquiring additional shares of Common Stock (other than 
acquisitions as a result of the death of a parent or spouse or 
pursuant to an employee benefit plan, a stock split, or a stock 
dividend).  As of the date the Rights Agreement was adopted and 
the date of this registration Bertram W. Klein, Chairman of the 
Company, is the only Excluded Shareholder.

        The Rights are not exercisable until the Distribution Date 
and will expire at the close of business on March 13, 2008, unless 
earlier redeemed by the Company as described below. Until a Right 
becomes exercisable and is actually exercised (as described in 
succeeding paragraphs), the holder thereof, as such, will have no 
voting, dividend or other rights as a shareholder of Company.

        Following any Stock Acquisition Date, (i) each holder of a 
Right other than an Acquiring Person (or certain related parties) 
will have the right to receive, upon exercise, Common Stock (or, 
in certain circumstances, cash, property or other securities of 
the Company) having a value equal to two times the exercise price 
of the Right, and (ii) all rights that are, or (under certain 
circumstances specified in the Rights Agreement) were, 
beneficially owned by any Acquiring Person will be null and void. 

        For example, at an exercise price of $75 per Right, each 
Right not owned by an Acquiring Person (or by certain related 
parties) following a Stock Acquisition Date would entitle its 
holder to purchase $150 worth of Common Stock based on the current 
market price (as defined in the Agreement) of the Common Stock for 
$75.  Assuming that the current market price of Common Stock is 
$30 per share, the holder of each valid Right would be entitled to 
purchase 5 shares of Common Stock for $75.

        If, at any time following the Stock Acquisition Date, (i) the 
Company is acquired in a merger or other business combination 
transaction in which the Company is not the surviving corporation 
(other than a merger which follows an offer described in the 
second preceding paragraph), or (ii) 50% or more of the Company's 
assets or earning power is sold or transferred, each holder of a 
Right (except Rights that previously have been voided as set forth 
above) shall thereafter have the right to receive, upon exercise, 
common stock of the acquiring company having a value equal to two 
times the exercise price of the Right.

        The Company may redeem all (but no fewer than all) of the 
Rights at a price of $.01 per Right (payable in cash, Common Stock 
or other consideration deemed appropriate by the Board of 
Directors).  The decision to redeem requires the concurrence of a 
majority of the Continuing Directors. The term "Continuing 
Directors" means any member of the Board of Directors who was also 
a member of the Board before the date an Acquiring Person became 
such, and any person who is subsequently elected to the Board if 
such person is recommended or approved by a majority of the 
Continuing Directors, but does not include an Acquiring Person or 
an affiliate or associate of an Acquiring Person or any 
representative of the foregoing entities.

        Rights agreements generally provide a significant deterrent 
to attempts to acquire control of a corporation without the 
approval of the board of directors.  The Rights would cause 
substantial dilution to a person or group that attempts to acquire 
control without Board approval unless the offer is conditioned 
upon the redemption of the Rights.  The Rights, however, should 
not affect any prospective offeror willing to make an offer for 
all outstanding shares of the Common Stock at a fair price and 
otherwise in the best interest of the Company and its shareholders 
as determined by the Board of Directors or affect any prospective 
offeror willing to negotiate with the Board of Directors.  The 
Rights should not interfere with any merger or other business 
combination approved by the Board of Directors since the Board of 
Directors may, at its option, redeem all but not less than all of 
the then outstanding Rights or amend the Rights Agreement so as 
not to apply to a negotiated transaction.

        As of February 18, 1999, approximately 11,824,225 
shares of Company Common Stock were issued and outstanding. Each 
outstanding share of Company Common Stock as of March 26, 1999 
has received one Right. As long as the Rights are attached to 
the Company Common Stock, the Company will issue one Right for 
each share of Company Common Stock issued between the Record 
Date and the Distribution Date.  As of March 26, 1999, no shares 
of Preferred Stock were issued and outstanding. A total of 
120,000 shares of Preferred Stock have been reserved for 
issuance upon exercise of the Rights, subject to adjustment. The 
Rights Agreement, which sets forth the terms and conditions of the 
Rights, is incorporated herein by reference.  See "Incorporation 
of Certain Documents by Reference."  The foregoing description of 
the Rights does not purport to be complete and is qualified in its 
entirety by reference to the Rights Agreement.

ITEM 2.         EXHIBITS. 

                The following exhibits are attached to and filed as a 
          part of this registration statement: 

     1.      Form of Rights Certificate (attached as Exhibit B to 
             Rights Agreement) 

     2.      Rights Agreement, dated February 23,1998, between Mid-
             America Bancorp and Mid-America Bank of Louisville 
             n/k/a Bank of Louisville

     3.      Amended and Restated Articles of Incorporation


                                 SIGNATURES

     Pursuant to the requirements of Section 12 of the 
Securities Exchange Act of 1934, the registrant has duly caused 
this registration statement to be signed on its behalf by the 
undersigned, thereunto duly authorized. 

                                       MID-AMERICA BANCORP

Date: March 26, 1999 

                                       By: /s/ Bertram W. Klein
                                           Bertram W. Klein
                                           Chairman of the Board

EX-4

                         MID-AMERICA BANCORP


                                 and


           MID-AMERICA BANK OF LOUISVILLE AND TRUST COMPANY


                             Rights Agent



                              __________



                           Rights Agreement


                    Dated as of February 23, 1998














                          TABLE OF CONTENTS


Section                                                           PAGE


1.  Certain Definitions. . . . . . . . . . . . . . . . . . . . . . . 1

2.  Appointment of Rights Agent. . . . . . . . . . . . . . . . . . . 5

3.  Issue of Rights Certificates . . . . . . . . . . . . . . . . . . 6

4.  Form of Rights Certificates. . . . . . . . . . . . . . . . . . . 7

5.  Countersignature and Registration. . . . . . . . . . . . . . . . 8

6.  Transfer, Split Up, Combination and Exchange of Rights
    Certificates; Mutilated, Destroyed,  Lost or Stolen Rights
    Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . 9

7.  Exercise of Rights; Purchase Price; Expiration Date of Rights. .10

8.  Cancellation and Destruction of Rights Certificates. . . . . . .11

9.  Reservation and Availability of Capital Stock. . . . . . . . . .12

10. Preferred Stock Record Date. . . . . . . . . . . . . . . . . . .13

11.  Adjustment of Purchase Price, Number and Kind of Shares
     or Number of Rights . . . . . . . . . . . . . . . . . . . . . .13

12.  Certificate of Adjusted Purchase Price or Number of Shares. . .21

13.  Consolidation, Merger or Sale or Transfer of Assets or Earning
     Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21

14.  Fractional Rights and Fractional Shares . . . . . . . . . . . .23

15.  Rights of Action. . . . . . . . . . . . . . . . . . . . . . . .24

16.  Agreement of Rights Holders . . . . . . . . . . . . . . . . . .24

17.  Rights Certificate Holder Not Deemed a Stockholder. . . . . . .25

18.  Concerning the Rights Agent . . . . . . . . . . . . . . . . . .25

19.  Merger or Consolidation or Change of Name of Rights Agent . . .26

20.  Duties of Rights Agent. . . . . . . . . . . . . . . . . . . . .26

21.  Change of Rights Agent. . . . . . . . . . . . . . . . . . . . .28

22.  Issuance of New Rights Certificates . . . . . . . . . . . . . .29

23.  Redemption and Termination. . . . . . . . . . . . . . . . . . .29

24.  Exchange. . . . . . . . . . . . . . . . . . . . . . . . . . . .30

25.  Notice of Certain Events. . . . . . . . . . . . . . . . . . . .31

26.  Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . .32

27.  Supplements and Amendments. . . . . . . . . . . . . . . . . . .32

28.  Successors. . . . . . . . . . . . . . . . . . . . . . . . . . .33

29.  Determinations and Actions by the Board of Directors, etc.. . .33

30.  Benefits of this Agreement. . . . . . . . . . . . . . . . . . .33

31.  Severability. . . . . . . . . . . . . . . . . . . . . . . . . .34

32.  Governing Law . . . . . . . . . . . . . . . . . . . . . . . . .34

33.  Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . .34

34.  Descriptive Headings. . . . . . . . . . . . . . . . . . . . . .34

Exhibit A -- Form of Certificate of Designation

Exhibit B -- Form of Rights Certificate

Exhibit C -- Form of Summary of Rights




                           RIGHTS AGREEMENT

          RIGHTS AGREEMENT, dated as of February 23, 1998 (the
"Agreement"), between Mid-America Bancorp, a Kentucky corporation (the
"Company"), and Mid-America Bank of Louisville and Trust  Company (the
"Rights Agent").

                         W I T N E S S E T H

          WHEREAS, on February 23, 1998 (the "Rights Dividend
Declaration Date"), the Board of Directors of the Company authorized
and declared a dividend distribution of one right for each share of
common stock of the Company (the "Common Stock") outstanding at the
close of business on March 13, 1998 (the "Record Date"), and has
authorized the issuance of one Right (as such number may hereinafter
be adjusted pursuant to the provisions of Section 11(p) hereof) for
each share of Common Stock of the Company issued between the Record
Date (whether originally issued or delivered from the Company's
treasury) and the earlier of the Distribution Date or the Expiration
Date, each Right initially representing the right to purchase one one-
hundredth of a share of Junior Participating Preferred Stock of the
Company having the rights, powers and preferences set forth in the
form of Certificate of Designation attached hereto as Exhibit A, upon
the terms and subject to the conditions hereinafter set forth
(the "Rights");

          NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth, the parties hereby agree as
follows:

          Section 1.  Certain Definitions.  For purposes of this
Agreement, the following terms have the meanings indicated:

               (a)  "Acquiring Person" shall mean any Person who or
which, together with all Affiliates and Associates of such
Person, shall be the Beneficial Owner of 15% or more of the
shares of Common Stock then outstanding, but shall not include an
Exempt Person, provided, however, that (i) if the Board of
Directors of the Company determines in good faith that a Person
who would otherwise be an "Acquiring Person" became such
inadvertently (including, without limitation, because (A) such
Person was unaware that it beneficially owned a percentage of
Common Stock that would otherwise cause such Person to be an
"Acquiring Person" or (B) such Person was aware of the extent of
its Beneficial Ownership of Common Stock but had no actual
knowledge of the consequences of such Beneficial Ownership under
this Agreement) and without any intention of changing or
influencing control of the Company, and if such Person as
promptly as practicable divested or divests itself of Beneficial
Ownership of a sufficient number of shares of Common Stock so
that such person would no longer be an "Acquiring Person," then
such person shall not be deemed to be or to have become an
"Acquiring Person" for any purposes of this Agreement; (ii) if,
as of the date hereof, any Person, together with all Affiliates
and Associates of such Person, is the Beneficial Owner of 15% or
more of the shares of Common Stock outstanding, such Person shall
not be or become an "Acquiring Person" unless and until such time
as such Person shall become, together with all Affiliates and
Associates of such Person, the Beneficial Owner of 24% or more of
the shares of Common Stock as a result of acquiring Beneficial
Ownership of additional outstanding shares of Common Stock or
securities convertible into Common Stock (other than shares
acquired as a result of the death of a parent or spouse or
pursuant to a profit-sharing, stock-based incentive compensation
or other employee benefit plan maintained by the Company, to a
dividend or distribution paid or made by the Company on the
outstanding Common Stock in shares of Common Stock, or to a split
or subdivision of the outstanding Common Stock); and (iii) no
Person shall become an "Acquiring Person" as the result of an
acquisition of shares of Common Stock by the Company which, by
reducing the number of shares outstanding, increases the
proportionate number of shares of Common Stock beneficially owned
by such Person to 15% or more of the shares of Common Stock then
outstanding, provided, however, that if a Person shall become the
Beneficial Owner of 15% or more of the shares of Common Stock
then outstanding by reason of such share acquisitions by the
Company and shall thereafter become the Beneficial Owner of any
additional shares of Common Stock (other than pursuant to a
dividend or distribution paid or made by the Company on the
outstanding Common Stock in shares of Common Stock or pursuant to
a split or subdivision of the outstanding Common Stock), then
such Person shall be deemed to be an "Acquiring Person" unless
upon becoming the Beneficial Owner of such additional shares of
Common Stock such Person does not beneficially own 15% or more of
the shares of Common Stock then outstanding; and provided,
further, however, that any Person who, together with all
Affiliates and Associates of such Person, owns 15% or more, but
fewer than 24% of the shares of Common Stock outstanding as of
the date hereof, and such Person shall become the Beneficial
Owner of 24% or more of the Common Stock then outstanding by
reason of share acquisitions by the Company, such Person shall
not be or become an "Acquiring Person" unless and until such time
as the Beneficial Ownership of such Person, together with all
Affiliates and Associates of such Person, shall increase by 1%
more than such Person's  percentage of Beneficial Ownership of
the Common Stock outstanding immediately after such acquisitions
by the Company  as a result of such Person acquiring Beneficial
Ownership of additional outstanding shares of Common Stock or
securities convertible into Common Stock (other than shares
acquired as a result of the death of a parent or spouse or
pursuant to a profit-sharing, stock-based incentive compensation
or other employee benefit plan maintained by the Company, to a
dividend or distribution paid or made by the Company on the
outstanding Common Stock in shares of Common Stock, or to a split
or subdivision of the outstanding Common Stock.) 

          For all purposes of this Agreement, any calculation of the
number of shares of Common Stock outstanding at any particular
time, including for purposes of determining the particular
percentage of such outstanding shares of Common Stock of which
any Person is the Beneficial Owner, shall be made in accordance
with the last sentence of Rule 13d-3(d)(l)(i) of the General
Rules and Regulations under the Exchange Act, as in effect on the
date hereof.

               (b)  "Affiliate" and "Associate" shall have the
respective meanings ascribed to such terms in Rule 12b-2 of the
General Rules and Regulations under the Securities Exchange Act
of 1934, as amended and in effect on the date of this Agreement.

               (c)  A Person shall be deemed the "Beneficial Owner"
of, and shall be deemed to "beneficially own," any securities:

                        (i)   which such Person or any of such
     Person's Affiliates or Associates, directly or
     indirectly, has the right to acquire (whether such
     right is exercisable immediately or only after the
     passage of time) pursuant to any agreement, arrangement
     or understanding (whether or not in writing) or upon
     the exercise of conversion rights, exchange rights,
     rights, warrants or options, or otherwise; provided,
     however, that a Person shall not be deemed the
     "Beneficial Owner" of, or to "beneficially own," (A)
     securities tendered pursuant to a tender offer or
     exchange offer made by such Person or any of such
     Person's Affiliates or Associates until such tendered
     securities are accepted for purchase or exchange, or
     (B) securities issuable upon exercise of Rights at any
     time before the occurrence of a Triggering Event, or
     (C) securities issuable upon exercise of Rights from
     and after the occurrence of a Triggering Event which
     Rights were acquired by such Person or any of such
     Person's Affiliates or Associates before the
     Distribution Date or pursuant to Section 3(a) or
     Section 22 hereof (the "Original Rights") or pursuant
     to Section 11(i) or Section 11(p) hereof in connection
     with an adjustment made with respect to any Original
     Rights;

                        (ii)  which such Person or any of such
     Person's Affiliates or Associates, directly or
     indirectly, has the right to vote or dispose of or has
     "beneficial ownership" of (as determined pursuant to
     Rule 13d-3 of the General Rules and Regulations under
     the Exchange Act), including pursuant to any agreement,
     arrangement or understanding, whether or not in writ-

     ing; provided, however, that a Person shall not be
     deemed the "Beneficial Owner" of, or to "beneficially
     own," any security under this subparagraph (ii) as a
     result of an agreement, arrangement or understanding to
     vote such security if such agreement, arrangement or
     understanding:  (A) arises solely from a revocable
     proxy given in response to a public proxy or consent
     solicitation made pursuant to, and in accordance with,
     the applicable provisions of the General Rules and
     Regulations under the Exchange Act, and (B) is not also
     then reportable by such Person on Schedule 13D under 
     the Exchange Act (or any comparable or successor
     report); or

                       (iii)  which are beneficially owned,
     directly or indirectly, by any other Person (or any
     Affiliate or Associate thereof) with which such Person
     (or any of such Person's Affiliates or Associates) has
     any agreement, arrangement or understanding (whether or
     not in writing), for the purpose of acquiring, holding,
     voting (except pursuant to a revocable proxy as
     described in the proviso to subparagraph (ii) of this
     paragraph (c)) or disposing of any voting securities of
     the Company; provided, however, that nothing in this
     paragraph (c) shall cause a person engaged in business
     as an underwriter of securities to be the "Beneficial
     Owner" of, or to "beneficially own," any securities
     acquired through such person's participation in good
     faith in a firm commitment underwriting until the
     expiration of forty days after the date of such
     acquisition;

     provided, however, that no Person who is an officer,
     director or employee of an Exempt Person shall be
     deemed, solely by reason of such Person's status or
     authority as such, to be the "Beneficial Owner" of, to
     have "Beneficial Ownership" of or to "beneficially own"
     any securities that are "beneficially owned" (as
     defined in this Section 1(c)), including, without
     limitation, in a fiduciary capacity, by an Exempt
     Person or by any other such officer, director or
     employee of an Exempt Person.

               (d)  "Business Day" shall mean any day other
     than a Saturday, Sunday or a day on which banking
     institutions in the State of New York are authorized or
     obligated by law or executive order to close.

               (e)  "Close of business" on any given date
     shall mean 5:00 P.M., Eastern standard time, on such
     date; provided, however, that if such date is not a
     Business Day it shall mean 5:00 P.M., Eastern standard
     time, on the next succeeding Business Day.

               (f)  "Common Stock" shall mean the common
     stock of the Company.  "Common Stock" when used with
     reference to any Person other than the Company shall
     mean the common stock (or, in the case of an
     unincorporated entity, the equivalent equity interest)
     with the greatest voting power of such other Person or,
     if such other Person is subsidiary of another Person,
     the Person or Persons which ultimately control such
     first-mentioned person.

               (g)  "Common stock equivalents" shall have
     the meaning set forth in Section 11(a)(iii) hereof.

               (h)  "Continuing Director" shall mean (i) any
     member of the Board of Directors of the Company, while
     such Person is a member of the Board, who is not an
     Acquiring Person or an Affiliate or Associate of any
     such Person, or a representative of any such Person,
     Affiliate or Associate, and was a member of the  Board
     before the date an Acquiring Person became such, or
     (ii) any Person who subsequently becomes a member of
     the Board, while such Person is a member of the Board,
     who is not an Acquiring Person or an Affiliate or
     Associate of any such Person, or a representative of
     any such Person, Affiliate or Associate, if such
     Person's nomination for election or election to the
     Board is recommended or approved by a majority of the
     Continuing Directors.

               (i)  "Current market price" shall have the
     meaning set forth in Section 11(d)(i) hereof.

               (j)  "Current Value" shall have the meaning
     set forth in Section 11(a)(iii) hereof.

               (k)  "Distribution Date" shall have the
     meaning set forth in Section 3(a) hereof.

               (l)  "Exchange Act" shall mean the Securities
     Exchange Act of 1934, as amended.

               (m)  "Expiration Date" shall have the meaning
     set forth in Section 7(a) hereof.

               (n)  "Final Expiration Date" shall have the
     meaning set forth in Section 7(a) hereof.

               (o)  "Person" shall mean any individual,
     firm, corporation, partnership or other entity.

               (p)  "Preferred Stock" shall mean shares of
     Junior Participating Preferred Stock of the Company,
     and to the extent that there are not a sufficient
     number of shares of Junior Participating Preferred
     Stock authorized to permit the full exercise of the
     Rights, any other series of Preferred Stock of the
     Company designated for such purpose containing terms
     substantially similar to the terms of the Junior
     Participating Preferred Stock.

               (q)  "Principal Party" shall have the meaning
     set forth in Section 13(b) hereof.

               (r)  "Purchase Price" shall have the meaning
     set forth in Section 4(a) hereof.

               (s)  "Redemption Price" shall have the
     meaning set forth in Section 23(a) hereof.

               (t)  "Rights" shall have the meaning set
     forth in the WHEREAS clause at the beginning of this
     Agreement.

               (u)  "Rights Certificates" shall have the
     meaning set forth in Section 3(a) hereof.

               (v)  "Section 11(a)(ii) Event" shall mean an
     event described in Section 11(a)(ii) hereof.

               (w)  "Section 11(a)(ii) Trigger Date" shall
     have the meaning set forth in Section 11(a)(iii)
     hereof.

               (x)  "Section 13 Event" shall mean any event
     described in clauses (x), (y) or (z) of Section 13(a)
     hereof.

               (y)  "Spread" shall have the meaning set
     forth in Section 11(a)(iii) hereof.

               (z)  "Stock Acquisition Date" shall mean the
     first date of public announcement (which, for purposes
     of this definition, shall include, without limitation,
     a report filed pursuant to Section 13(d) under the
     Exchange Act) by the Company or an Acquiring Person
     that an Acquiring Person has become such.

               (aa) "Subsidiary" shall mean, with reference
     to any Person, any corporation of which an amount of
     voting securities sufficient to elect at least a
     majority of the directors of such corporation is
     beneficially owned, directly or indirectly, by such
     Person or otherwise controlled by such Person.

               (bb) "Substitution Period" shall have the
     meaning set forth in Section 11(a)(iii) hereof.

               (cc) "Trading Day" shall have the meaning set
     forth in Section 11(d)(i) hereof.

               (dd) "Triggering Event" shall mean any
     Section 11(a)(ii) Event or Section 13 Event.

               (ee) "Exempt Person" shall mean the Company,
     any Subsidiary of the Company, any employee benefit
     plan of the Company or of any Subsidiary of the
     Company, or any Person or entity organized, appointed
     or established by the Company for or pursuant to the
     terms of any such plan.

          Section 2.  Appointment of Rights Agent.  The
     Company hereby appoints the Rights Agent to act as
     agent for the Company and the holders of the Rights
     (who, in accordance with Section 3 hereof, shall before
     the Distribution Date also be the holders of the Common
     Stock) in accordance with the terms and conditions
     hereof, and the Rights Agent hereby accepts such
     appointment.  The Company may from time to time appoint
     such Co-Rights Agents as it may deem necessary or
     desirable.

          Section 3.  Issue of Rights Certificates.

               (a)  Until the earlier of (i) the close of
     business on the tenth business day after the Stock
     Acquisition Date or (ii) the close of business on the
     tenth Business Day after the date that a tender offer
     or exchange offer by any Person (other than an Exempt
     Person) is first published or sent or given with the
     meaning of Rule 14d-2(a) of the General Rules and
     Regulations under the Exchange Act, if upon
     consummation thereof, such Person would be the
     Beneficial Owner of 15% or more of the shares of Common
     Stock then outstanding, (the earlier of (i) and (ii)
     being herein referred to as the "Distribution Date")
     (provided, however, that if either of such dates occurs
     after the date of this Agreement and on or prior to the
     Record Date, then the Distribution Date shall be the
     Record Date), (x) the Rights will be evidenced (subject
     to the provisions of paragraph (b) of this Section 3)
     by the certificates for the Common Stock registered in
     the names of the holders of the Common Stock (which
     certificates for Common Stock shall be deemed also to
     be certificates for Rights) and not by separate
     certificates, and (y) the Rights will be transferable
     only in connection with the transfer of the underlying
     shares of Common Stock (including a transfer to the
     Company).  As soon as practicable after the
     Distribution Date, the Rights Agent will send by first-
     class, insured, postage prepaid mail, to each record
     holder of the Common Stock as of the close of business
     on the Distribution Date, at the address of such holder
     shown on the records of the Company, one or more rights
     certificates, in substantially the form of Exhibit B
     hereto (the "Rights Certificates"), evidencing one
     Right for each share of Common Stock so held, subject
     to adjustment as provided herein.  If an adjustment in
     the number of Rights per share of Common Stock has been
     made pursuant to Section 11(p) hereof, at the time of
     distribution of the Rights Certificates, the Company
     shall make the necessary and appropriate rounding
     adjustments (in accordance with Section 14(a) hereof)
     so that Rights Certificates representing only whole
     numbers of Rights are distributed and cash is paid in
     lieu of any fractional Rights.  As of and after the
     Distribution Date, the Rights will be evidenced solely
     by such Rights Certificates.

               (b)  As promptly as practicable following the
     Record Date, the Company will send a copy of a Summary
     of Rights, in substantially the form attached hereto as
     Exhibit C (the "Summary of Rights"), by first-class,
     postage prepaid mail, to each record holder of the
     Common Stock as of the close of business on the Record
     Date, at the address of such holder shown on the
     records of the Company.  With respect to certificates
     for the Common Stock outstanding as of the Record Date,
     until the Distribution Date, the Rights will be
     evidenced by such certificates for the Common Stock
     together with the Summary of Rights and the registered
     holders of the Common Stock shall also be the
     registered holders of the associated Rights.  Until the
     earlier of the Distribution Date or the Expiration Date
     (as such term is defined in Section 7 hereof), the
     transfer of any certificates representing shares of
     Common Stock in respect of which Rights have been
     issued shall also constitute the transfer of the Rights
     associated with such shares of Common Stock.

               (c)  Rights shall be issued in respect of all
     shares of Common Stock which are issued (whether
     originally issued or from the Company's treasury, if
     any) after the Record Date but before the earlier of
     the Distribution Date or the Expiration Date. 
     Certificates representing such shares of Common Stock
     shall also be deemed to be certificates for Rights, and
     all certificates issued for newly issued shares or
     transfers of Common Stock after the Record Date shall
     bear the following legend:

          This certificate also evidences and entitles the
     holder hereof to certain Rights as set forth in the
     Rights Agreement between Mid-America Bancorp (the
     "Company") and Mid-America Bank of Louisville and Trust
     Company (the "Rights Agent") dated as of February 23,
     1998 (the "Rights Agreement"), the terms of which are
     hereby incorporated herein by reference and a copy of
     which is on file at the principal offices of the
     Company.  Under certain circumstances, as set forth in
     the Rights Agreement, such Rights will be evidenced by
     separate certificates and will no longer be evidenced
     by this certificate.  The Company will mail to the
     holder of this certificate a copy of the Rights
     Agreement, as in effect on the date of mailing, without
     charge promptly after receipt of a written request
     therefor.  Under certain circumstances set forth in the
     Rights Agreement, Rights issued to, or held by, any
     Person who is, was or becomes an Acquiring Person or
     any Affiliate or Associate thereof (as such terms are
     defined in the Rights Agreement), whether currently
     held by or on behalf of such Person or by any
     subsequent holder, may become null and void.

With respect to such certificates containing the foregoing
legend, until the earlier of (i) the Distribution Date or (ii)
the Expiration Date, the Rights associated with the Common Stock
represented by such certificates shall be evidenced by such
certificates alone and registered holders of Common Stock shall
also be the registered holders of the associated Rights, and the
transfer of any of such certificates shall also constitute the
transfer of the Rights associated with the Common Stock
represented by such certificates.

     Notwithstanding this paragraph (c), the omission of a legend
shall not affect the enforceability of any part of this Agreement
or the rights of any holder of the Rights.

     Section 4.  Form of Rights Certificates.

          (a)  The Rights Certificates (and the forms of election
to purchase and of assignment to be printed on the reverse
thereof) shall each be substantially in the form set forth in
Exhibit B hereto and may have such marks of identification or
designation and such legends, summaries or endorsements printed
thereon as the Company may deem appropriate and as are not
inconsistent with the provisions of this Agreement, or as may be
required to comply with any applicable law or with any rule or
regulation made pursuant thereto or with any rule or regulation
of any stock exchange on which the Rights may from time to time
be listed, or to conform to usage.  Subject to the provisions of
Section 11 and Section 22 hereof, the Rights Certificates,
whenever distributed, shall be dated as of the Record Date and on
their face shall entitle the holders thereof to purchase such
number of one one-hundredths of a share of Preferred Stock as
shall be set forth therein at the price set forth therein (such
exercise price per one one-hundredth of a share, the "Purchase
Price"), but the amount and type of securities purchasable upon
the exercise of each Right and the Purchase Price thereof shall
be subject to adjustment as provided herein.

          (b)  Any Rights Certificate issued pursuant to Section
3(a) or Section 22 hereof that represents Rights beneficially
owned by:  (i) an Acquiring Person or any Associate or Affiliate
of an Acquiring Person, (ii) a transferee of an Acquiring Person
(or of any such Associate or Affiliate) who becomes a transferee
after such Acquiring Person becomes such, or (iii) a transferee
of an Acquiring Person (or of any such Associate or Affiliate)
who becomes a transferee before or concurrently with the
Acquiring Person becoming such and receives such Rights pursuant
to either (A) a transfer (whether or not for consideration) from
the Acquiring Person to holders of equity interests in such
Acquiring Person or to any Person with whom such Acquiring Person
has any continuing agreement, arrangement or understanding
regarding the transferred Rights or (B) a transfer which the
Board of Directors of the Company has determined is part of a
plan, arrangement or understanding which has as a primary purpose
or effect avoidance of Section 7(e) hereof, and any Rights
Certificate issued pursuant to  Section 6 or Section 11 hereof
upon transfer, exchange, replacement or adjustment of any other
Rights Certificate referred to in this sentence, shall contain
(to the extent feasible) the following legend:

     The Rights represented by this Rights Certificate are
     or were beneficially owned by a Person who was or
     became an Acquiring Person or an Affiliate or Associate
     thereof (as such terms are defined in the Rights
     Agreement).  Accordingly, this Rights Certificate and
     the Rights represented hereby have become null and void
     in the circumstances and with the effect specified in
     Section 7(e) of such Agreement.

     Section 5.  Countersignature and Registration.

          (a)  The Rights Certificates shall be executed on
behalf of the Company by its Chairman of the Board and President,
or any Vice President of the Company, either manually or by
facsimile signature, and shall have affixed thereto the Company's
seal or a facsimile thereof which shall be attested by the
Secretary or an Assistant Secretary of the Company, either
manually or by facsimile signature.  The Rights Certificates
shall be countersigned manually by the Rights Agent and shall not
be valid for any purpose unless so countersigned.  In case any
officer of the Company who shall have signed any of the Rights
Certificates shall cease to be such officer of the Company before
countersignature by the Rights Agent and issuance and delivery by
the Company, such Rights Certificates, nevertheless, may be
countersigned by the Rights Agent and issued and delivered by the
Company with the same force and effect as though the person who
signed such Rights Certificates had not ceased to be such officer
of the Company; and any Rights Certificates may be signed on
behalf of the Company by any person who, at the actual date of
the execution of such Rights Certificate, shall be a proper
officer of the Company to sign such Rights Certificate, although
at the date of the execution of this Rights Agreement any such
person was not such an officer. 

          (b)  Following the Distribution Date, the Rights Agent
will keep or cause to be kept, at its principal office or offices
designated as the appropriate place for surrender of Rights
Certificates upon exercise or transfer, books for registration
and transfer of the Rights Certificates issued hereunder.  Such
books shall show the names and addresses of the respective
holders of the Rights Certificates, the number of Rights
evidenced on its face by each of the Rights Certificates and the
certificate number and the date of each of the Rights
Certificates. 

     Section 6.  Transfer, Split Up, Combination and Exchange of
Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights
Certificates. 

          (a)  Subject to the provisions of Section 4(b), Section
7(e), Section 14 and Section 24 hereof, at any time after the
close of business on the Distribution Date, and at or before the
close of business on the Expiration Date, any Rights Certificate
or Certificates may be transferred, split up, combined or
exchanged for another Rights Certificate or Certificates,
entitling the registered holder to purchase a like number of one
one-hundredths of a share of Preferred Stock (or, following a
Triggering Event, Common Stock, other securities, cash or other
assets, as the case may be) as the Rights Certificate or
Certificates surrendered then entitled such holder (or former
holder in the case of a transfer) to purchase.  Any registered
holder desiring to transfer, split up, combine or exchange any
Rights Certificate or Certificates shall make such request in
writing delivered to the Rights Agent, and shall surrender the
Rights Certificate or Certificates to be transferred, split up,
combined or exchanged at the principal office or offices of the
Rights Agent designated for such purpose.  Neither the Rights
Agent nor the Company shall be obligated to take any action
whatsoever with respect to the transfer of any such surrendered
Rights Certificate until the registered holder shall have
completed and signed the certificate contained in the form of
assignment on the reverse side of such Rights Certificate and
shall have provided such additional evidence of the identity of
the Beneficial Owner (or former Beneficial Owner) or Affiliates
or Associates thereof as the Company shall reasonably request. 
Thereupon the Rights Agent shall, subject to Section 4(b),
Section 7(e) and Section 14 hereof, countersign and deliver to
the Person entitled thereto a Rights Certificate or Rights
Certificates, as the case may be, as so requested.  The Company
may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any
transfer, split up, combination or exchange of Rights
Certificates. 

          (b)  Upon receipt by the Company and the Rights Agent
of evidence reasonably satisfactory to them of the loss, theft,
destruction or mutilation of a Rights Certificate, and, in case
of loss, theft or destruction, of indemnity or security
reasonably satisfactory to them, and reimbursement to the Company
and the Rights Agent of all reasonable expenses incidental
thereto, and upon surrender to the Rights Agent and cancellation
of the Rights Certificate if mutilated, the Company will execute
and deliver a new Rights Certificate of like tenor to the Rights
Agent for countersignature and delivery to the registered owner
in lieu of the Rights Certificate so lost, stolen, destroyed or
mutilated. 

     Section 7.  Exercise of Rights; Purchase Price; Expiration
Date of Rights.

          (a)  Subject to Section 7(e) hereof, the registered
holder of any Rights Certificate may exercise the Rights
evidenced thereby (except as otherwise provided herein including,
without limitation, the restrictions on exercisability set forth
in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in
whole or in part at any time after the Distribution Date upon
surrender of the Rights Certificate, with the form of election to
purchase and the certificate on the reverse side thereof duly
executed, to the Rights Agent at the principal office or offices
of the Rights Agent designated for such purpose, together with
payment of the aggregate Purchase Price with respect to the total
number of one one-hundredths of a share of Preferred Stock (or
other securities, cash or other assets, as the case may be) as to
which such surrendered Rights are then exercisable, at or before
the earliest of (i) the close of business on March 13, 2008 (the
"Final Expiration Date"), (ii) the time at which the Rights are
redeemed as provided in Section 23 hereof or (iii) the time at
which such Rights are exchanged as provided in Section 24 hereof
(the earlier of (i), (ii) and (iii) being herein referred to as
the "Expiration Date"). 

          (b)  The Purchase Price for each one one-hundredths of
a share of Preferred Stock pursuant to the exercise of a Right
shall initially be $75.00, and shall be subject to adjustment
from time to time as provided in Sections 11 and 13(a) hereof and
shall be payable in accordance with paragraph (c) below. 

          (c)  Upon receipt of a Rights Certificate representing
exercisable Rights, with the form of election to purchase and the
certificate on the reverse side thereof duly executed,
accompanied by payment, with respect to each right so exercised,
of the Purchase Price per one one-hundredth of a share of
Preferred Stock (or other shares, securities, cash or other
assets, as the case may be) to be purchased as set forth below
and an amount equal to any applicable transfer tax, the Rights
Agent shall, subject to Section 20(k) hereof, thereupon promptly
(i) (A) requisition from any transfer agent of the shares of
Preferred Stock (or make available, if the Rights Agent is the
transfer agent for such shares) certificates for the total number
of one one-hundredths of a share of Preferred Stock to be
purchased and the Company hereby irrevocably authorizes its
transfer agent to comply with all such requests, or (B) if the
Company shall have elected to deposit the total number of shares
of Preferred Stock issuable upon exercise of the Rights hereunder
with a depositary agent, requisition from the depositary agent
depositary receipts representing such number of one one-hun-

dredths of a share of Preferred Stock as are to be purchased (in
which case certificates for the shares of Preferred Stock
represented by such receipts shall be deposited by the transfer
agent with the depositary agent) and the Company will direct the
depositary agent to comply with such request, (ii) requisition
from the Company the amount of cash, if any, to be paid in lieu
of fractional shares in accordance with Section 14 hereof, (iii)
after receipt of such certificates or depositary receipts, cause
the same to be delivered to or upon the order of the registered
holder of such Rights Certificate, registered in such name or
names as may be designated by such holder, and (iv) after receipt
thereof, deliver such cash, if any, to or upon the order of the
registered holder of such Rights Certificate.  The payment of the
Purchase Price (as such amount may be reduced pursuant to Section
11(a)(iii) hereof) may be made in cash or by certified bank check
or bank draft payable to the order of the Company.  If the
Company is obligated to issue other securities (including Common
Stock) of the Company, pay cash and/or distribute other property
pursuant to Section 11(a) hereof, the Company will make all
arrangements necessary so that such other securities, cash and/or
other property are available for distribution by the Rights
Agent, if and when appropriate.  The Company reserves the right
to require before the occurrence of a Triggering Event that, upon
any exercise of Rights, a number of Rights be exercised so that
only whole shares of Preferred Stock would be issued. 

          (d)  In case the registered holder of any Rights
Certificate shall exercise less than all the Rights evidenced
thereby, a new Rights Certificate evidencing Rights equivalent to
the Rights remaining unexercised shall be issued by the Rights
Agent and delivered to, or upon the order of, the registered
holder of such Rights Certificate, registered in such name or
names as may be designated by such holder, subject to the
provisions of Section 14 hereof. 

          (e)  Notwithstanding anything in this Agreement to the
contrary, from and after the first occurrence of a Section
11(a)(ii) Event, any Rights beneficially owned by (i) an
Acquiring Person, or an Associate or Affiliate of an Acquiring
Person, (ii) a direct or indirect transferee of an Acquiring
Person (or of any such Associate or Affiliate) who becomes a
transferee after the Acquiring Person becomes such, or (iii) a
direct or indirect transferee of an Acquiring Person (or of any
such Associate or Affiliate) who becomes a transferee before or
concurrently with the Acquiring Person becoming such and receives
such Rights pursuant to either (A) a transfer (whether or not for
consideration) from the Acquiring Person to holders of equity
interests in such Acquiring Person or to any Person with whom the
Acquiring Person has any continuing agreement, arrangement or
understanding regarding the transferred Rights or (B) a transfer
which the Board of Directors of the Company has determined is
part of a plan, arrangement or understanding which has a primary
purpose or effect the avoidance of this Section 7(e), shall
become null and void without any further action and no holder of
such Rights shall have any rights whatsoever with respect to such
Rights, whether under any provision of this Agreement or
otherwise.  The Company shall use all reasonable efforts to
insure that the provisions of this Section 7(e) and Section 4(b)
hereof are complied with, but shall have no liability to any
holder of Rights Certificates or other Person as a result of its
failure to make any determinations with respect to an Acquiring
Person or its Affiliates, Associates or transferees hereunder. 

          (f)  Notwithstanding anything in this Agreement to the
contrary, neither the Rights Agent nor the Company shall be
obligated to undertake any action with respect to a registered
holder upon the occurrence of any purported exercise as set forth
in this Section 7 unless such registered holder shall have (i)
completed and signed the certificate contained in the form of
election to purchase set forth on the reverse side of the Rights
Certificate surrendered for such exercise, and (ii) provided such
additional evidence of the identity of the Beneficial Owner (or
former Beneficial Owner) or Affiliates or Associates thereof as
the Company shall reasonably request. 

     Section 8.  Cancellation and Destruction of Rights
Certificates.  All Rights Certificates surrendered for the
purpose of exercise, transfer, split up, combination or exchange
shall, if surrendered to the Company or any of its agents, be
delivered to the Rights Agent for cancellation or in canceled
form, or, if surrendered to the Rights Agent, shall be canceled
by it, and no Rights Certificates shall be issued in lieu thereof
except as expressly permitted by any of the provisions of this
Agreement.  The Company shall deliver to the Rights Agent for
cancellation and retirement, and the Rights Agent shall so cancel
and retire, any other Rights Certificate purchased or acquired by
the Company otherwise than upon the exercise thereof.  The Rights
Agent shall deliver all canceled Rights Certificates to the
Company, or shall, at the written request of the Company, destroy
such canceled Rights Certificates, and in such case shall deliver
a certificate of destruction thereof to the Company. 

     Section 9.  Reservation and Availability of Capital Stock.

          (a)  The Company covenants and agrees that it will
cause to be reserved and kept available out of its authorized and
unissued shares of Preferred Stock (and, following the occurrence
of a Triggering Event, out of its authorized and unissued shares
of Common Stock and/or other securities or out of its authorized
and issued shares held in its treasury), the number of shares of
Preferred Stock (and, following the occurrence of a Triggering
Event, Common Stock and/or other securities) that, as provided in
this Agreement, including Section 11(a)(iii) hereof, will be
sufficient to permit the exercise in full of all outstanding
Rights. 

          (b)  So long as the shares of Preferred Stock (and,
following the occurrence of a Triggering Event, Common Stock
and/or other securities) issuable and deliverable upon the
exercise of the Rights may be traded on any national securities
exchange, the Company shall use its best efforts to cause, from
and after such time as the Rights become exercisable, all shares
reserved for such issuance to be traded on such exchange upon
official notice of issuance upon such exercise. 

          (c)  The Company shall use its best efforts to (i)
file, as soon as practicable following the first occurrence of a
Section 11(a)(ii) Event, or, if applicable, as soon as
practicable following the earliest date after the first
occurrence of a Section 11(a)(ii) Event on which the
consideration to be delivered by the Company upon the exercise of
the Rights has been determined in accordance with Section
11(a)(iii) hereof, a registration statement on an appropriate
form under the Securities Act of 1933 (the "Act"), with respect
to the securities purchasable upon exercise of the Rights, (ii)
cause such registration statement to become effective as soon as
practicable after such filing, and (iii) cause such registration
statement to remain effective (with a prospectus at all times
meeting the requirements of the Act) until the earlier of (A) the
date as of which the Rights are no longer exercisable for such
securities, and (B) the date of the expiration of the Rights. 
The Company will also take such action as may be appropriate
under, or to ensure compliance with, the securities or "blue sky"
laws of the various states in connection with the exercisability
of the Rights.  The Company may temporarily suspend, for a period
of time not to exceed ninety (90) days after the date set forth
in clause (i) of the first sentence of this Section 9(c), the
exercisability of the Rights in order to prepare and file such
registration statement and permit it to become effective.  Upon
any such suspension, the Company shall issue a public
announcement stating that the exercisability of the Rights has
been temporarily suspended, as well as a public announcement at
such time as the suspension is no longer in effect.  In addition,
if the Company shall determine that a registration statement is
required following the Distribution Date, the Company may
temporarily suspend the exercisability of the Rights until such
time as a registration statement has been declared effective. 
Notwithstanding any provision of this Agreement to the contrary,
the Rights shall not be exercisable in any jurisdiction if the
requisite qualification in such jurisdiction shall not have been
obtained, the exercise thereof shall not be permitted under
applicable law or a registration statement shall not have been
declared effective.  

          (d)  The Company covenants and agrees that it will take
all such action as may be necessary to ensure that all one one-
hundredths of a share of Preferred Stock (and, following the
occurrence of a Triggering Event, Common Stock and/or other
securities) delivered upon exercise of Rights shall, at the time
of delivery of the certificates for such shares (subject to
payment of the Purchase Price), be duly and validly authorized
and issued and fully paid and nonassessable.  

          (e)  The Company further covenants and agrees that it
will pay when due and payable any and all federal and state
transfer taxes and charges that may be payable in respect of the
issuance or delivery of the Rights Certificates and of any
certificates for a number of one one-hundredths of a share of
Preferred Stock (or Common Stock and/or other securities, as the
case may be) upon the exercise of Rights.  The Company shall not,
however, be required to pay any transfer tax that may be payable
in respect of any transfer or delivery of Rights Certificates to
a Person other than, or the issuance or delivery of a number of
one one-hundredths of a share of Preferred Stock (or Common Stock
and/or other securities, as the case may be) in respect of a name
other than that of, the registered holder of the Rights
Certificates evidencing Rights surrendered for exercise or to
issue or deliver any certificates for a number of one one-
hundredths of a share of Preferred Stock (or Common Stock and/or
other securities, as the case may be) in a name other than that
of the registered holder upon the exercise of any Rights until
such tax shall have been paid (any such tax being payable by the
holder of such Rights Certificate at the time of surrender) or
until it has been established to the Company's satisfaction that
no such tax is due.

     Section 10.  Preferred Stock Record Date.  Each person in
whose name any certificate for a number of one one-hundredths of
a share of Preferred Stock (or Common Stock and/or other
securities, as the case may be) is issued upon the exercise of
Rights shall for all purposes be deemed to have become the holder
of record of such fractional shares of Preferred Stock (or Common
Stock and/or other securities, as the case may be) represented
thereby on, and such certificate shall be dated, the date upon
which the Rights Certificate evidencing such Rights was duly
surrendered and payment of the Purchase Price (and all applicable
transfer taxes) was made; provided, however, that if the date of
such surrender and payment is a date upon which the Preferred
Stock (or Common Stock and/or other securities, as the case may
be) transfer books of the Company are closed, such Person shall
be deemed to have become the record holder of such shares
(fractional or otherwise) on, and such certificate shall be
dated, the next succeeding Business Day on which the Preferred
Stock (or Common Stock and/or other securities, as the case may
be) transfer books of the Company are open.  Before the exercise
of the  Rights evidenced thereby, the holder of a Rights
Certificate, as such, shall not be entitled to any rights of a
stockholder of the Company with respect to shares for which the
Rights shall be exercisable, including, without limitation, the
right to vote, to receive dividends or other distributions or to
exercise any preemptive rights, and shall not be entitled to
receive any notice of any proceedings of the Company, except as
provided herein.

     Section 11.  Adjustment of Purchase Price, Number and Kind
of Shares or Number of Rights.  The Purchase Price, the number
and kind of shares covered by each Right and the number of Rights
outstanding are subject to adjustment from time to time as
provided in this Section 11.

          (a)(i)  If the Company shall at any time after the date
of this Agreement (A) declare a dividend on the Preferred Stock
payable in shares of Preferred Stock, (B) subdivide the
outstanding Preferred Stock, (C) combine the outstanding
Preferred Stock into a smaller number of shares, or (D) issue any
shares of its capital stock in a reclassification of the
Preferred Stock (including any such reclassification in
connection with a consolidation or merger in which the Company is
the continuing or surviving corporation), except as otherwise
provided in this Section 11(a) and Section 7(e) hereof, the
Purchase Price in effect at the time of the record date for such
dividend or of the effective date of such subdivision,
combination or reclassification, and the number and kind of
shares of Preferred Stock or capital stock, as the case may be,
issuable on such date, shall be proportionately adjusted so that
the holder of any Right exercised after such time shall be
entitled to receive, upon payment of the Purchase Price then in
effect, the aggregate number and kind of shares of Preferred
Stock or capital stock, as the case may be, which, if such Right
had been exercised immediately before such date and at a time
when the Preferred Stock transfer books of the Company were open,
he would have owned upon such exercise and been entitled to
receive by virtue of such dividend, subdivision, combination or
reclassification.  If an event occurs which would require an
adjustment under both this Section 11(a)(i) and Section 11(a)(ii)
hereof, the adjustment provided for in this Section 11(a)(i)
shall be in addition to, and shall be made before, any adjustment
required pursuant to Section 11(a)(ii) hereof.

          (ii) Subject to Section 24 of this Agreement, in the
event any Person (other than an Exempt Person), alone or together
with its Affiliates and Associates, shall, at any time after the
Rights Dividend Declaration Date, become an Acquiring Person,
then promptly following the first occurrence of a Section
11(a)(ii) Event, proper provision shall be made so that each
holder of a Right (except as provided below and in Section 7(e)
hereof) shall thereafter have the right to receive, upon exercise
thereof at the then current Purchase Price in accordance with the
terms of this Agreement, in lieu of a number of one one-
hundredths of a share of Preferred Stock, such number of shares
of Common Stock of the Company as shall equal the result obtained
by (x) multiplying the then current Purchase Price by the then
number of one one-hundredths of a share of Preferred Stock for
which a Right was exercisable immediately before the first
occurrence of a Section 11(a)(ii) Event whether or not such Right
was then exercisable, and (y) dividing that product (which,
following such first occurrence, shall thereafter be referred to
as the "Purchase Price" for each Right and for all purposes of
this Agreement) by 50% of the current market price (as determined
pursuant to Section 11(d)(i) hereof) per share of Common Stock on
the date of such first occurrence (such number of shares, the
"Adjustment Shares").

             (iii)  If the number of shares of Common Stock that
are authorized by the Company's Articles of Incorporation but not
outstanding or reserved for issuance for purposes other than upon
exercise of the Rights are not sufficient to permit the exercise
in full of the Rights in accordance with the foregoing subparagraph
(ii) of this Section 11(a), the Company shall, to the
extent permitted by applicable law and regulation:  (A) determine
the excess of (l) the value of the Adjustment Shares issuable
upon the exercise of a Right (the "Current Value") over (2) the
Purchase Price (such excess, the "Spread"), and (B) with respect
to each Right, make adequate provision to substitute for the
Adjustment Shares, upon payment of the applicable Purchase Price,
(1) cash, (2) a reduction in the Purchase Price, (3) Common Stock
or other equity securities of the Company (including, without
limitation, shares, or units of shares, of preferred stock which
the Board of Directors of the Company has deemed to have the same
value as shares of Common Stock (such shares of preferred stock,
"common stock equivalents")), (4) debt securities of the Company,
(5) other assets, or (6) any combination of the foregoing, having
an aggregate value equal to the Current Value, where such
aggregate has been determined by the Board of Directors of the
Company based upon the advice of an investment banking firm
selected by the Board of Directors of the Company; provided,
however, if the Company shall not have made adequate provision to
deliver value pursuant to clause (B) above within thirty (30)
days following the later of (x) the first occurrence of a Section
11(a)(ii) Event and (y) the date on which the Company's right of
redemption pursuant to Section 23(a) expires (the later of (x)
and (y) being referred to herein as the "Section 11(a)(ii)
Trigger Date"), then the Company shall be obligated to deliver,
upon the surrender for  exercise of a Right and without requiring
payment of the Purchase Price, shares of Common Stock (to the
extent available) and then, if necessary, cash, which shares
and/or cash have an aggregate value equal to the Spread.  If the
Board of Directors of the Company shall determine in good faith
that it is likely that sufficient additional shares of Common
Stock could be authorized for issuance upon exercise in full of
the Rights, the thirty (30) day period set forth above may be
extended to the extent necessary, but not more than ninety (90)
days after the Section 11(a)(ii) Trigger Date, in order that the
Company may seek shareholder approval for the authorization of
such additional shares (such period, as it may be extended, the
"Substitution Period").  To the extent that the Company
determines that some action need be taken pursuant to the first
and/or second sentences of this Section 11(a)(iii), the Company
(x) shall provide, subject to Section 7(e) hereof, that such
action shall apply uniformly to all outstanding Rights, and (y)
may suspend the exercisability of the Rights until the expiration
of the Substitution Period in order to seek any authorization of
additional shares and/or to decide the appropriate form of
distribution to be made pursuant to such first sentence and to
determine the value thereof.  In the event of any such
suspension, the Company shall issue a public announcement stating
that the exercisability of the Rights has been temporarily
suspended, as well as a public announcement at such time as the
suspension is no longer in effect.  For purposes of this Section
11(a)(iii), the value of the Common Stock shall be the current
market price (as determined pursuant to Section 11(d) hereof) per
share of the Common Stock on the Section 11(a)(ii) Trigger Date
and the value of any "common stock equivalent" shall be deemed to
have the same value as the Common Stock on such date.

          (b)  If the Company shall fix a record date for the
issuance of rights, options or warrants to all holders of Preferred
Stock entitling them to subscribe for or purchase (for a period
expiring within forty-five (45) calendar days after such record date)
Preferred Stock (or shares having the same rights, privileges and
preferences as the shares of Preferred Stock ("equivalent preferred
stock")) or securities convertible into Preferred Stock or equivalent
preferred stock at a price per share of Preferred Stock or per share
of equivalent preferred stock (or having a conversion price per share,
if a security convertible into Preferred Stock or equivalent preferred
stock) less than the current market price (as determined pursuant to
Section 11(d) hereof) per share of Preferred Stock on such record
date, the Purchase Price to be in effect after such record date shall
be determined by multiplying the Purchase Price in effect immediately
before such record date by a fraction, the numerator of which shall be
the number of shares of Preferred Stock outstanding on such record
date, plus the number of shares of Preferred Stock which the aggregate
offering price of the total number of shares of Preferred Stock and/or
equivalent preferred stock so to be offered (and/or the aggregate
initial conversion price of the convertible securities so to be
offered) would purchase at such current market price, and the
denominator of which shall be the number of shares of Preferred Stock
outstanding on such record date, plus the number of additional shares
of Preferred Stock and/or equivalent preferred stock to be offered for
subscription or purchase (or into which the convertible securities so
to be offered are initially convertible).  In case such subscription
price may be paid by delivery of consideration part or all of which
may be in a form other than cash, the value of such consideration
shall be as determined in good faith by the Board of Directors of the
Company, whose determination shall be described in a statement filed
with the Rights Agent and shall be binding on the Rights Agent and the
holders of the Rights.  Shares of Preferred Stock owned by or held for
the account of the Company shall not be deemed outstanding for the
purpose of any such computation.  Such adjustment shall be made
successively whenever such a record date is fixed, and in the event
that such rights or warrants are not so issued, the Purchase Price
shall be adjusted to be the Purchase Price which would then be in
effect if such record date had not been fixed. 

          (c)  If the Company shall fix a record date for a
distribution to all holders of Preferred Stock (including any such
distribution made in connection with a consolidation or merger in
which the Company is the continuing corporation) of evidences of
indebtedness, cash (other than a regular quarterly cash dividend out
of the earnings or retained earnings of the Company), assets (other
than a dividend payable in Preferred Stock, but including any dividend
payable in stock other than Preferred Stock) or subscription rights or
warrants (excluding those referred to in Section 11(b) hereof), the
Purchase Price to be in effect after such record date shall be
determined by multiplying the Purchase Price in effect immediately
before such record date by a fraction, the numerator of which shall be
the current market price (as determined pursuant to Section 11(d)
hereof) per share of Preferred Stock on such record date, less the
fair market value (as determined in good faith by the Board of
Directors of the Company, whose determination shall be described in a
statement filed with the Rights Agent) of the portion of the cash,
assets or evidences of indebtedness so to be distributed or of such
subscription rights or warrants applicable to a share of Preferred
Stock and the denominator of which shall be such current market price
(as determined pursuant to Section 11(d) hereof) per share of
Preferred Stock.  Such adjustments shall be made successively whenever
such a record date is fixed, and if such distribution is not so made,
the  Purchase Price shall be adjusted to be the Purchase Price that
would have been in effect if such record date has not been fixed.  

          (d)(i)  For the purpose of any computation hereunder,
other than computations made pursuant to Section 11(a)(iii) hereof,
the "current market price" per share of Common Stock on any date shall
be deemed to be the average of the daily closing prices per share of
such Common Stock for the thirty (30) consecutive Trading Days (as
such term is hereinafter defined) immediately before such date, and
for purposes of computations made pursuant to Section 11(a)(iii)
hereof, the "current market price" per share of Common Stock on any
date shall be deemed to be the average of the daily closing prices per
share of such Common Stock for the ten (10) consecutive Trading Days
immediately following such date; provided, however, that if the
current market price per share of the Common Stock is determined
during a period following the announcement by the issuer of such
Common Stock of (A) a dividend or distribution on such Common Stock
payable in shares of such Common Stock or securities convertible into
shares of such Common Stock (other than the Rights), or (B) any
subdivision, combination or reclassification of such Common Stock, and
the ex-dividend date for such dividend or distribution, or the record
date for such subdivision, combination or reclassification shall not
have occurred before the commencement of the requisite thirty (30)
Trading Day or ten (10) Trading Day period, as set forth above, then,
and in each such case, the "current market price" shall be properly
adjusted to take into account ex-dividend trading.  The closing price
for each day shall be the last sale price, regular way, or, in case no
such sale takes place on such day, the average of the closing bid and
asked prices, regular way, in either case as reported in the principal
consolidated transaction reporting system with respect to securities
listed or admitted to trading on the New York Stock Exchange or, if
the shares of Common Stock are not listed or admitted to trading on
the New York Stock Exchange, as reported in the principal consolidated
transaction reporting system with respect to securities listed on the
principal national securities exchange on which the shares of Common
Stock are listed or admitted to trading or, if the shares of Common
Stock are not listed or admitted to trading on any national securities
exchange, the last quoted price or, if not so quoted, the average of
the high bid and low asked prices in the over-the-counter market, as
reported by the National Association of Securities Dealers, Inc.
Automated Quotation System ("NASDAQ") or such other system then in
use, or, if on any such date the shares of Common Stock are not quoted
by any such organization, the average of the closing bid and asked
prices as furnished by a professional market maker making a market in
the Common Stock selected by the Board of Directors of the Company. 
If on any such date no market maker is making a market in the Common
Stock, the fair value of such shares on such date as determined in
good faith by the Board of Directors of the Company shall be used. 
The term "Trading Day" shall mean a day on which the principal
national securities exchange on which the shares of Common Stock are
listed or admitted to trading is open for the transaction of business
or, if the shares of Common Stock are not listed or admitted to
trading on any national securities exchange, a Business Day.  If the
Common Stock is not publicly held or not so listed or traded, "current
market price" per share shall mean the fair value per share as
determined in good faith by the Board of Directors of the Company,
whose determination shall be described in a statement filed with the
Rights Agent and shall be conclusive for all purposes.

               (ii) For the purpose of any computation hereunder,
the "current market price" per share of Preferred Stock shall be
determined in the same manner as set forth above for the Common Stock
in clause (i) of this Section 11(d) (other than the last sentence
thereof).  If the current market price per share of Preferred Stock
cannot be determined in the manner provided above or if the Preferred
Stock is not publicly held or listed or traded in a manner described
in clause (i) of this Section 11(d), the "current market price" per
share of Preferred Stock shall be conclusively deemed to be an amount
equal to 100 (as such number may be appropriately adjusted for such
events as stock splits, stock dividends and recapitalizations with
respect to the Common Stock occurring after the date of this
Agreement) multiplied by the current market price per share of the
Common Stock.  If neither the Common Stock nor the Preferred Stock is
publicly held or so listed or traded, "current market price" per share
of the Preferred Stock shall mean the fair value per share as
determined in good faith by the Board of Directors of the Company,
whose determination shall be described in a statement filed with the
Rights Agent and shall be conclusive for all purposes.  For all
purposes of this Agreement, the "current market price" of one one-
hundredth of a share of Preferred Stock shall be equal to the "current
market price" of one share of Preferred Stock divided by 100.

          (e)  Anything herein to the contrary notwithstanding,
no adjustment in the Purchase Price shall be required unless such
adjustment would require an increase or decrease of at least one
percent (1%) in the Purchase Price; provided, however, that any
adjustments which by reason of this Section 11(e) are not required to
be made shall be carried forward and taken into account in any
subsequent adjustment.  All calculations under this Section 11 shall
be made to the nearest cent or to the nearest ten-thousandth of a
share of Common Stock or other share or one-millionth of a share of
Preferred Stock, as the case may  be.  Notwithstanding the first
sentence of this Section 11(e), any adjustment required by this
Section 11 shall be made no later than the earlier of (i) three (3)
years from the date of the transaction which mandates such adjustment,
or (ii) the Expiration Date.

          (f)  If as a result of an adjustment made pursuant to
Section 11(a)(ii) or Section 13(a) hereof, the holder of any Right
thereafter exercised shall become entitled to receive any shares of
capital stock other than Preferred Stock, thereafter the number of
such other shares so receivable upon exercise of any Right and the
Purchase Price thereof shall be subject to adjustment from time to
time in a manner and on terms as nearly equivalent as practicable to
the provisions with respect to the Preferred Stock contained in
Sections 11(a), (b), (c), (e), (g), (h), (i), (j), (k) and (m), and
the provisions of Sections 7, 9, 10, 13 and 14 hereof with respect to
the Preferred Stock shall apply on like terms to any such other
shares.

          (g)  All Rights originally issued by the Company
subsequent to any adjustment made to the Purchase Price hereunder
shall evidence the right to purchase, at the adjusted Purchase Price,
the number of one one-hundredths of a share of Preferred Stock
purchasable from time to time hereunder upon exercise of the Rights,
all subject to further adjustment as provided herein.

          (h)  Unless the Company shall have exercised its
election as provided in Section 11(i), upon each adjustment of the
Purchase Price as a result of the calculations made in Sections 11(b)
and (c), each Right outstanding immediately before the making of such
adjustment shall thereafter evidence the right to purchase, at the
adjusted Purchase Price, that number of one one-hundredths of a share
of Preferred Stock (calculated to the nearest one-millionth) obtained
by (i) multiplying (x) the number of one one-hundredths of a share
covered by a Right immediately before this adjustment, by (y) the
Purchase Price in effect immediately before such adjustment of the
Purchase Price, and (ii) dividing the product so obtained by the
Purchase Price in effect immediately after such adjustment of the
Purchase Price.

          (i)  The Company may elect on or after the date of any
adjustment of the Purchase Price to adjust the number of Rights, in
lieu of any adjustment in the number of one one-hundredths of a share
of Preferred Stock purchasable upon the exercise of a Right.  Each of
the Rights outstanding after the adjustment in the number of Rights
shall be exercisable for the number of one one-hundredths of a share
of Preferred Stock for which a Right was exercisable immediately
before such adjustment.  Each Right held of record before such
adjustment of the number of Rights shall become that number of Rights
(calculated to the nearest one ten-thousandth) obtained by dividing
the Purchase Price in effect immediately before adjustment of the
Purchase Price by the Purchase Price in effect immediately after
adjustment of the Purchase Price.  The Company shall make a public
announcement of its election to adjust the number of Rights,
indicating the record date for the adjustment, and, if known at the
time, the amount of the adjustment to be made.  This record date may
be the date on which the Purchase Price is adjusted or any day
thereafter, but, if the Rights Certificates have been issued, shall be
at least ten (10) days later than the date of the public announcement. 
If Rights Certificates have been issued, upon each adjustment of the
number of Rights pursuant to this Section 11(i), the Company shall, as
promptly as practicable, cause to be distributed to holders of record
of Rights Certificates on such record date Rights Certificates
evidencing, subject to Section 14 hereof, the additional Rights to
which such holders shall be entitled as a result of such adjustment,
or, at the option of the Company, shall cause to be distributed to
such holders of record in substitution and replacement for the Rights
Certificates held by such holders before the date of adjustment, and
upon surrender thereof, if required by the Company, new Rights
Certificates evidencing all the Rights to which such holders shall be
entitled after such adjustment.  Rights Certificates so to be
distributed shall be issued, executed and countersigned in the manner
provided for herein (and may bear, at the option of the Company, the
adjusted Purchase Price) and shall be registered in the names of the
holders of record of Rights Certificates on the record date specified
in the public announcement.

          (j)  Irrespective of any adjustment or change in the
Purchase Price or the number of one one-hundredths of a share of
Preferred Stock issuable upon the exercise of the Rights, the Rights
Certificates theretofore and thereafter issued may continue to express
the Purchase Price per one one-hundredth of a share and the number of
one one-hundredths of a share that were expressed in the initial
Rights Certificates issued hereunder.

          (k)  Before taking any action that would cause an
adjustment reducing the Purchase Price below the then stated value, if
any, of the number of one one-hundredths of a share of Preferred Stock
issuable upon exercise of the Rights, the Company shall take any
corporate action that may, in the opinion of its counsel, be necessary
in order that the Company may validly and legally issue fully paid and
nonassessable such number of one one-hundredths of a share of
Preferred Stock at such adjusted Purchase Price.

          (l)  In any case in which this Section 11 shall require
that an adjustment in the Purchase Price be made effective as of a
record date for a specified event, the Company may elect to defer
until the occurrence of such event the issuance to the holder of any
Right exercised after such record date the number of one one-
hundredths of a share of Preferred Stock and other capital stock or
securities of the Company, if any, issuable upon such exercise over
and above the number of one one-hundredths of a share of Preferred
Stock and other capital stock or securities of the Company, if any,
issuable upon such exercise on the basis of the Purchase Price in
effect before such adjustment; provided, however, that the Company
shall deliver to such holder a due bill or other appropriate 
instrument evidencing such holder's right to receive such additional
shares (fractional or otherwise) or securities upon the occurrence of
the event requiring such adjustment.

          (m)  Anything in this Section 11 to the contrary
notwithstanding, the Company shall be entitled to make such reductions
in the Purchase Price, in addition to those adjustments expressly
required by this Section 11, as and to the extent that in their good
faith judgment the Board of Directors of the Company shall determine
to be advisable in order that any (i) consolidation or subdivision of
the Preferred Stock, (ii) issuance wholly for cash of any shares of
Preferred Stock at less than the current market price, (iii) issuance
wholly for cash of shares of Preferred Stock or securities which by
their terms are convertible into or exchangeable for shares of
Preferred Stock, (iv) stock dividends or (v) issuance of rights,
options or warrants referred to in this Section 11, hereafter made by
the Company to holders of its Preferred Stock shall not be taxable to
such stockholders.

          (n)  The Company covenants and agrees that it shall
not, at any time after the Distribution Date, (i) consolidate with any
other Person (other than a Subsidiary of the Company in a transaction
which complies with Section 11(o) hereof), (ii) merge with or into any
other Person (other than a Subsidiary of the Company in a transaction
that complies with Section 11(o) hereof), or (iii) sell or transfer
(or permit any Subsidiary to sell or transfer), in one transaction, or
a series of related transactions, assets or earning power aggregating
more than 50% of the assets or earning power of the Company and its
Subsidiaries (taken as a whole) to any other Person or Persons (other
than the Company and/or any of its Subsidiaries in one or more
transactions each of which complies with Section 11(o) thereof), if
(x) at the time of or immediately after such consolidation, merger or
sale there are any rights, warrants or other instruments or securities
outstanding or agreements in effect that would substantially diminish
or otherwise eliminate the benefits intended to be afforded by the
Rights or (y) before, simultaneously with or immediately after such
consolidation, merger or sale, the shareholders of the Person who
constitute, or would constitute, the "Principal Party" for purposes of
Section 13(a) hereof shall have received a distribution of Rights
previously owned by such Person or any of its Affiliates and
Associates.

          (o)  The Company covenants and agrees that, after the
Distribution Date, it will not, except as permitted by Section 23 or
Section 27 hereof, take (or permit any Subsidiary to take) any action
if at the time such action is taken it is reasonably foreseeable that
such action will diminish substantially or otherwise eliminate the
benefits intended to be afforded by the Rights.

          (p)  Anything in this Agreement to the contrary
notwithstanding, if the Company shall at any time after the Rights
Dividend Declaration Date and before the Distribution Date (i) declare
a dividend on the outstanding shares of Common Stock payable in shares
of Common Stock, (ii) subdivide the outstanding shares of Common
Stock, (iii) combine the outstanding shares of Common Stock into a
smaller number of shares, or (iv) otherwise reclassify the outstanding
Common Shares, the number of Rights associated with each share of
Common Stock then outstanding, or issued or delivered hereafter but
before the Distribution Date, shall be proportionately adjusted so
that the number of Rights thereafter associated with each share of
Common Stock following any such event shall equal the result obtained
by multiplying the number of Rights associated with each share of
Common Stock immediately before such event by a fraction (the
"Adjustment Fraction") the numerator of which shall be the total
number of shares of Common Stock outstanding immediately before the
occurrence of the event and the denominator of which shall be the
total number of shares of Common Stock outstanding immediately
following the occurrence of such event.  In lieu of such adjustment in
the number of Rights associated with one Common Share, the Company may
elect to adjust the number of one one-hundredths of a Preferred Share
purchasable upon the exercise of one Right and the Purchase Price.  If
the Company makes such election, the number of Rights associated with
ones Common Share shall remain unchanged, and the number of one one-
hundredths of a Preferred Share purchasable upon exercise of one Right
and the Purchase Price shall be proportionately adjusted so that (i)
the number of one one-hundredths of a Preferred Share purchasable upon
exercise of a Right following such adjustment shall equal the product
of the number of one one-hundredths of a Preferred Share purchasable
upon exercise of a Right immediately prior to such adjustment
multiplied by the Adjustment Fraction and (ii) the Purchase Price
following such adjustment shall equal the product of the Purchase
Price immediately prior to such adjustment multiplied by the
Adjustment Fraction.

     Section 12.  Certificate of Adjusted Purchase Price or
Number of Shares.  Whenever an adjustment is made as provided in
Section 11 and Section 13 hereof, the Company shall (a) promptly
prepare a certificate setting forth such adjustment and a brief
statement of the facts accounting for such adjustment, (b) promptly
file with the Rights Agent, and with each transfer agent for the
Preferred Stock and the Common Stock, a copy of such certificate, and
(c) mail a brief summary thereof to each holder of a Rights
Certificate (or, if before the Distribution Date, to each holder of a
certificate representing shares of Common Stock) in accordance with
Section 26 hereof.  The Rights Agent shall be fully protected in
relying on any such certificate and on any adjustment therein
contained and shall not be deemed to have knowledge of such adjustment
unless and until it shall have received such certificate.

     Section 13.  Consolidation, Merger or Sale or Transfer of
Assets or Earning Power.

          (a)  If, following the Stock Acquisition Date, directly
or indirectly, (x) the Company shall consolidate with, or merge with
and into, any other Person (other than a Subsidiary of the Company in
a transaction which complies with Section 11(o) hereof), and the
Company shall not be the continuing or surviving corporation of such
consolidation or merger, (y) any Person (other than a Subsidiary of
the Company in a transaction which complies with Section 11(o) hereof)
shall consolidate with, or merge with or into, the Company, and the
Company shall be the continuing or surviving corporation of such
consolidation or merger and, in connection with such consolidation or
merger, all or part of the outstanding shares of Common Stock shall be
changed into or exchanged for stock or other securities of any other
Person or cash or any other property, or (z) the Company shall sell or
otherwise transfer (or one or more of its Subsidiaries shall sell or
otherwise transfer), in one transaction or a series of related
transactions, assets or earning power aggregating more than 50% of the
assets or earning power of the Company and its Subsidiaries (taken as
a whole) to any Person or Persons (other than the Company or any
Subsidiary of the Company in one or more transactions each of which
complies with Section 11(o) hereof), then, and in each such case
proper provision shall be made so that:  (i) each holder of a Right,
except as provided in Section 7(e) hereof, shall thereafter have the
right to receive, upon the exercise thereof at the then current
Purchase Price in accordance with the terms of this Agreement, such
number of validly authorized and issued, fully paid, non-assessable
and freely tradeable shares of Common Stock of the Principal Party (as
such term is hereinafter defined), not subject to any liens,
encumbrances, rights of first refusal or other adverse claims, as
shall be equal to the result obtained by (1) multiplying the then
current Purchase Price by the number of one one-hundredths of a share
of Preferred Stock for which a Right is exercisable immediately before
the first occurrence of Section 13 Event (or, if a Section 11(a)(ii)
Event has occurred before the first occurrence of a Section 13 Event,
multiplying the number of such one one-hundredths of a share of
Preferred Stock for which a Right was exercisable immediately before
the first occurrence of a Section 11(a)(ii) Event by the Purchase
Price in effect immediately before such first occurrence), and
dividing that product (which, following the first occurrence of a
Section 13 Event, shall be referred to as the "Purchase Price" for
each Right and for all purposes of this Agreement) by (2) 50% of the
current market price (determined pursuant to Section 11(d)(i) hereof)
per share of the Common Stock of such Principal Party on the date of
consummation of such Section 13 Event; (ii) such Principal Party shall
thereafter be liable for, and shall assume, by virtue of such Section
13 Event, all the obligations and duties of the Company pursuant to
this Agreement; (iii) the term "Company" shall thereafter be deemed to
refer to such Principal Party, it being specifically intended that the
provisions of Section 11 hereof shall apply only to such Principal
Party following the first occurrence of a Section 13 Event; (iv) such
Principal Party shall take such steps (including, but not limited to,
the reservation of a sufficient number of shares of its Common Stock)
in connection with the consummation of any such transaction as may be
necessary to assure that the provisions hereof shall thereafter be
applicable, as nearly as reasonably may be, in relation to its shares
of Common Stock thereafter deliverable upon the exercise of the
Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of
no effect following the first occurrence of any Section 13 Event.

          (b)  "Principal Party" shall mean 

               (i)  in the case of any transaction
          described in clause (x) or (y) of the first
          sentence of Section 13(a), the Person that is
          the issuer of any securities into which
          shares of Common Stock of the Company are
          converted in such merger or consolidation,
          and if no securities are so issued, the
          Person that is the other party to such merger
          or consolidation; and 

              (ii)  in the case of any transaction
          described in clause (z) of the first sentence
          of Section 13(a), the Person that is the
          party receiving the greatest portion of the
          assets or earning power transferred pursuant
          to such transaction or transactions;

provided, however, that in any such case, (1) if the Common Stock of
such Person is not at such time and has not been continuously over the
preceding twelve (12) month period registered under Section 12 of the
Exchange Act, and such Person is a direct or indirect Subsidiary of
another Person the Common Stock of which is and has been so
registered, "Principal Party" shall refer to such other Person; and
(2) in case such Person is a Subsidiary, directly or indirectly, of
more than one Person, the Common Stocks of two or more of which are
and have been so registered, "Principal Party" shall refer to
whichever of such Persons is the issuer of the Common Stock having the
greatest aggregate market value.

          (c)  The Company shall not consummate any such
consolidation, merger, sale or transfer unless the Principal Party
shall  have a sufficient number of authorized shares of its Common
Stock that have not been issued or reserved for issuance to permit the
exercise in full of the Rights in accordance with this Section 13 and
unless prior thereto the Company and such Principal Party shall have
executed and delivered to the Rights Agent a supplemental agreement
providing for the terms set forth in paragraphs (a) and (b) of this
Section 13 and further providing that, as soon as practicable after
the date of any consolidation, merger or sale of assets mentioned in
paragraph (a) of this Section 13, the Principal Party will

               (i)  prepare and file a registration
          statement under the Act, with respect to the
          Rights and securities purchasable upon
          exercise of the Rights on an appropriate
          form, and will use its best efforts to cause
          such registration statement to (A) become
          effective as soon as practicable after such
          filing and (B) remain effective (with a
          prospectus at all times meeting the
          requirements of the Act) until the Expiration
          Date; and

               (ii) will deliver to holders of the
          Rights historical financial statements for
          the Principal Party and each of its
          Affiliates that comply in all respects with
          the requirements for registration on Form 10
          under the Exchange Act.

The provisions of this Section 13 shall similarly apply to successive
mergers or consolidations or sales or other transfers.  If a Section
13 Event shall occur at any time after the occurrence of a Section
11(a)(ii) Event, the Rights that have not theretofore been exercised
shall thereafter become exercisable in the manner described in Section
13(a).

Section 14.  Fractional Rights and Fractional Shares.

          (a)  The Company shall not be required to issue
fractions of Rights, except before the Distribution Date as provided
in Section 11(p) hereof, or to distribute Rights Certificates which
evidence fractional Rights.  In lieu of such fractional Rights, there
shall be paid to the registered holders of the Rights Certificates
with regard to which such fractional Rights would otherwise be
issuable, an amount in cash equal to the same fraction of the current
market value of a whole Right.  For purposes of this Section 14(a),
the current market value of a whole Right shall be the closing price
of the Rights for the Trading Day immediately before the date on which
such fractional Rights would have been otherwise issuable.  The
closing price of the Rights for any day shall be the last sale price,
regular way, or, in case no such sale takes place on such day, the
average of the closing bid and asked prices, regular way, in either
case as reported in the principal consolidated transaction reporting
system with respect to securities listed or admitted to trading on the
New York Stock Exchange or, if the Rights are not listed or admitted
to trading on the New York Stock Exchange, as reported in the
principal consolidated transaction reporting system with respect to
securities listed on the principal national securities exchange on
which the Rights are listed or admitted to trading, or if the Rights
are not listed or admitted to trading on any national securities
exchange, the last quoted price or, if not so quoted, the average of
the high bid and low asked prices in the over-the-counter market, as
reported by NASDAQ or such other system then in use or, if on any such
date the Rights are not quoted by any such organization, the average
of the closing bid and asked prices as furnished by a professional
market maker making a market in the  Rights selected by the Board of
Directors of the Company.  If on any such date no such market maker is
making a market in the Rights, the fair value of the Rights on such
date as determined in good faith by the Board of Directors of the
Company shall be used.

          (b)  The Company shall not be required to issue
fractions of shares of Preferred Stock (other than fractions which are
integral multiples of one one-hundredth of a share of Preferred Stock)
upon exercise of the Rights or to distribute certificates that
evidence fractional shares of Preferred Stock (other than fractions
which are integral multiples of one one-hundredth of a share of
Preferred Stock).  In lieu of fractional shares of Preferred Stock
that are not integral multiples of one one-hundredth of a share of
Preferred Stock, the Company may pay to the registered holders of
Rights Certificates at the time such Rights are exercised as herein
provided an amount in cash equal to the same fraction of the current
market value of one one-hundredth of a share of Preferred Stock.  For
purposes of this Section 14(b), the current market value of one one-
hundredth of a share of Preferred Stock shall be one one-hundredth of
the closing price of a share of Preferred Stock (as determined
pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately
before the date of such exercise.

          (c)  Following the occurrence of a Triggering Event,
the Company shall not be required to issue fractions of shares of
Common Stock upon exercise of the Rights or to distribute certificates
which evidence fractional shares of Common Stock.  In lieu of
fractional shares of Common Stock, the Company may pay to the
registered holders of Rights Certificates at the time such Rights are
exercised as herein provided an amount in cash equal to the same
fraction of the current market value of one (1) share of Common Stock. 
For purposes of this Section 14(c), the current market value of one
share of Common Stock shall be the closing price of one share of
Common Stock (as determined pursuant to Section 11(d)(i) hereof) for
the Trading Day immediately before the date of such exercise.

          (d)  The holder of a Right by the acceptance of the
Rights expressly waives his right to receive any fractional Rights or
any fractional shares upon exercise of a Right, except as permitted by
this Section 14.

     Section 15.  Rights of Action.  All rights of action in
respect of this Agreement, other than rights of action vested in the
Rights Agent pursuant to Section 18 hereof, are vested in the
respective registered holders of the Rights Certificates (and, before
the Distribution Date, the registered holders of the Common Stock);
and any registered holder of any Rights Certificate (or, before the
Distribution Date, of the Common Stock), without the consent of the
Rights Agent or of the holder of any other Rights Certificate (or,
before the Distribution Date, of the Common Stock), may, in his own
behalf and for his own benefit, enforce, and may institute and
maintain any suit, action or proceeding against the Company to
enforce, or otherwise act in respect of, his right to exercise the
Rights evidenced by such Rights Certificate in the manner provided in
such Rights Certificate and in this Agreement.  Without limiting the
foregoing or any remedies available to the holders of Rights, it is
specifically acknowledged that the holders of Rights would not have an
adequate remedy at law for any breach of this Agreement and shall be
entitled to specific performance of the obligations hereunder and
injunctive relief against actual or threatened violations of the
obligations hereunder of any Person subject to this Agreement.

     Section 16.  Agreement of Rights Holders.  Every holder of a
Right by accepting the same consents and agrees with the Company and
the Rights Agent and with every other holder of a Right that:

          (a)  before the Distribution Date, the Rights will be
transferable only in connection with the transfer of Common Stock;

          (b)  after the Distribution Date, the Rights
Certificates are transferable only on the registry books of the Rights
Agent if surrendered at the principal office or offices of the Rights
Agent designated for such purposes, duly endorsed or accompanied by a
proper instrument of transfer and with the appropriate forms and
certificates fully executed;

          (c)  subject to Section 6(a) and Section 7(f) hereof,
the Company and the Rights Agent may deem and treat the person in
whose name a Rights Certificate (or, before the Distribution Date, the
associated Common Stock certificate) is registered as the absolute
owner thereof and of the Rights evidenced thereby (notwithstanding any
notations of ownership or writing on the Rights Certificates or the
associated Common Stock certificate made by anyone other than the
Company or the Rights Agent) for all purposes whatsoever, and neither 
the Company nor the Rights Agent, subject to the last sentence of
Section 7(e) hereof, shall be required to be affected by any notice to
the contrary; and

          (d)  notwithstanding anything in this Agreement to the
contrary, neither the Company nor the Rights Agent shall have any
liability to any holder of a Right or other Person as a result of its
inability to perform any of its obligations under this Agreement by
reason of any preliminary or permanent injunction or other order,
decree or ruling issued by a court of competent jurisdiction or by a
governmental, regulatory or administrative agency or commission, or
any statute, rule, regulation or executive order promulgated or
enacted by any governmental authority, prohibiting or otherwise
restraining performance of such obligation; provided, however, the
Company must use its best efforts to have any such order, decree or
ruling lifted or otherwise overturned as soon as possible.

     Section 17.  Rights Certificate Holder Not Deemed a
Stockholder.  No holder, as such, of any Rights Certificate shall be
entitled to vote, receive dividends or be deemed for any purpose the
holder of the number of one one-hundredths of a share of Preferred
Stock or any other securities of the Company which may at any time be
issuable upon the exercise of the Rights represented thereby, nor
shall anything contained herein or in any Rights Certificate be
construed to confer upon the holder of any Rights Certificate, as
such, any of the rights of a stockholder of the Company or any right
to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to
any corporate action, or to receive notice of meetings or other
actions affecting stockholders (except as provided in Section 25
hereof), or to receive dividends or subscription rights, or otherwise,
until the Right or Rights evidenced by such Rights Certificate shall
have been exercised in accordance with the provisions hereof.

     Section 18.  Concerning the Rights Agent.

          (a)  The Company agrees to pay to the Rights Agent
reasonable compensation for all services rendered by it hereunder and,
from time to time, on demand of the Rights Agent, its reasonable
expenses and counsel fees and disbursements and other disbursements
incurred in the administration and execution of this Agreement and the
exercise and performance of its duties hereunder.  The Company also
agrees to indemnify the Rights Agent for, and to hold it harmless
against, any loss, liability, or expense, incurred without negligence,
bad faith or willful misconduct on the part of the Rights Agent, for
anything done or omitted by the Rights Agent in connection with the
acceptance and administration of this Agreement, including the costs
and expenses of defending against any claim of liability in the
premises.

          (b)  The Rights Agent shall be protected and shall
incur no liability for or in respect of any action taken, suffered or
omitted by it in connection with its administration of this Agreement
in reliance upon any Rights Certificate or certificate for Common
Stock or for other securities of the Company, instrument of assignment
or transfer, power of attorney, endorsement, affidavit, letter,
notice, direction, consent, certificate, statement, or other paper or
document believed by it to be genuine and to be signed, executed and,
where necessary, verified or acknowledged, by the proper Person or
Persons.

     Section 19.  Merger or Consolidation or Change of Name of
Rights Agent. 

          (a)  Any corporation into which the Rights Agent or any
successor Rights Agent may be merged or with which it may be
consolidated, or any corporation resulting from any merger or
consolidation to which the Rights Agent or any successor Rights Agent
shall be a party, or any corporation succeeding to the corporate trust
business of the Rights Agent or any successor Rights Agent, shall be
the successor to the Rights Agent under this Agreement without the
execution or filing of any paper or any further act on the part of any
of the parties hereto; provided, however, that such corporation would
be eligible for appointment as a successor Rights Agent under the
provisions of Section 21 hereof.  In case at the time such successor
Rights Agent shall succeed to the agency created by this Agreement,
any of the Rights Certificates shall have been countersigned but not
delivered, any such successor Rights Agent may adopt the
countersignature of a predecessor Rights Agent and deliver such Rights
Certificates so countersigned; and in case at that time any of the
Rights Certificates shall not have been countersigned, any successor
Rights Agent may countersign such Rights Certificates either in the
name of the predecessor or in the name of the successor Rights Agent;
and in all such cases such Rights Certificates shall have the full
force provided in the Rights Certificates and in this Agreement.

          (b)  In case at any time the name of the Rights Agent
shall be changed and at such time any of the Rights Certificates shall
have been countersigned but not delivered, the Rights Agent may adopt
the countersignature under its prior name and deliver Rights
Certificates so countersigned; and in case at that time any of the
Rights Certificates shall not have been countersigned, the Rights
Agent may countersign such Rights Certificates either in its prior
name or in its changed name; and in all such cases such Rights
Certificates shall have the full force provided in the Rights
Certificates and in this Agreement.

     Section 20.  Duties of Rights Agent.  The Rights Agent
undertakes the duties and obligations imposed by this Agreement upon
the following terms and conditions, by all of which the Company and
the holders of Rights Certificates, by their acceptance thereof, shall
be bound:

          (a)  The Rights Agent may consult with legal counsel
(who may be legal counsel for the Company), and the opinion of such
counsel shall be full and complete authorization and protection to the
Rights Agent as to any action taken or omitted by it in good faith and
in accordance with such opinion.

          (b)  Whenever in the performance of its duties under
this Agreement the Rights Agent shall deem it necessary or desirable
that any fact or matter (including, without limitation, the identity
of any Acquiring Person and the determination of "current market
price") be proved or established by the Company before taking or
suffering any action hereunder, such fact or matter (unless other
evidence in respect thereof be herein specifically prescribed) may be
deemed to be conclusively proved and established by a certificate
signed by the Chairman of the Board and President, any Vice President,
the Treasurer, any Assistant Treasurer, the Secretary or any Assistant
Secretary of the Company and delivered to the Rights Agent; and such
certificate shall be full authorization to the Rights Agent for any
action taken or suffered in good faith by it under the provisions of
this Agreement in reliance upon such certificate.

          (c)  The Rights Agent shall be liable hereunder only
for its own negligence, bad faith or willful misconduct.

          (d)  The Rights Agent shall not be liable for or by
reason of any of the statements of fact or recitals contained in this
Agreement or in the Rights Certificates or be required to verify the
same (except as to its countersignature on such Rights Certificates),
but all such statements and recitals are and shall be deemed to have
been made by the Company only.

          (e)  The Rights Agent shall not be under any
responsibility in respect of the validity of this Agreement or the
execution and delivery hereof (except the due execution hereof by the
Rights Agent) or in respect of the validity or execution of any Rights
Certificate (except its countersignature thereof); nor shall it be
responsible for any breach by the Company of any covenant or condition
contained in this Agreement or in any Rights Certificate; nor shall it
be responsible for any adjustment required under the provisions of
Section 11 or Section 13 hereof or responsible for the manner, method
or amount of any such adjustment or the ascertaining of the existence
of facts that would require any such adjustment (except with respect
to the exercise of Rights evidenced by Rights Certificates after
receipt of the certificate described in Section 12 hereof setting
forth any such adjustment); nor shall it by any act hereunder be
deemed to make any representation or warranty as to the authorization
or reservation of any shares of Common Stock or Preferred Stock to be
issued pursuant to this Agreement or any Rights Certificate or as to
whether any shares of Common Stock or Preferred Stock will, when so
issued, be validly authorized and issued, fully paid and
nonassessable.

          (f)  The Company agrees that it will perform, execute,
acknowledge and deliver or cause to be performed, executed,
acknowledged and delivered all such further and other acts,
instruments and assurances as may reasonably be required by the Rights
Agent for the carrying out or performing by the Rights Agent of the
provisions of this Agreement.

          (g)  The Rights Agent is hereby authorized and directed
to accept instructions with respect to the performance of its duties
hereunder from the Chairman of the Board and President, any Vice
President, the Secretary or any Assistant Secretary of the Company,
and to apply to such officers for advice or instructions in connection
with its duties, and it shall not be liable for any action taken or
suffered to be taken by it in good faith in accordance with
instructions of any such officer.

          (h)  The Rights Agent and any stockholder, director,
officer or employee of the Rights Agent may buy, sell or deal in any
of the Rights or other securities of the Company or become pecuniarily
interested in any transaction in which the Company may be interested,
or contract with or lend money to the Company or otherwise act as
fully and freely as though it were not Rights Agent under this
Agreement.  Nothing herein shall preclude the Rights Agent from acting
in any other capacity for the Company or for any other legal entity.

          (i)  The Rights Agent may execute and exercise any of
the rights or powers hereby vested in it or perform any duty hereunder
either itself or by or through its attorneys or agents, and the Rights
Agent shall not be answerable or accountable for any act, default,
neglect or misconduct of any such attorneys or agents or for any loss
to the Company resulting from any such act, default, neglect or
misconduct; provided, however, reasonable care was exercised in the
selection and continued employment thereof.

          (j)  No provision of this Agreement shall require the
Rights Agent to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder
or in the exercise of its rights if there shall be reasonable grounds
for believing that repayment of such funds or adequate indemnification
against such risk or liability is not reasonably assured to it.

          (k)  If, with respect to any Rights Certificate
surrendered to the Rights Agent for exercise or transfer, the
certificate attached to the form of assignment or form of election to
purchase, as the case may be, has either not been completed or
indicates an affirmative response to clause 1 and/or 2 thereof, the
Rights Agent shall not take any further action with respect to such
requested exercise or transfer without first consulting with the
Company.

     Section 21.  Change of Rights Agent.  The Rights Agent or
any successor Rights Agent may resign and be discharged from its
duties under this Agreement upon thirty (30) days' notice in writing
mailed to the Company, and to each transfer agent of the Common Stock
and Preferred Stock, by registered or certified mail, and to the
holders, if any, of the Rights Certificates by first-class mail.  The
Company may remove the Rights Agent or any successor Rights Agent upon
ten (10) days' notice in writing, mailed to the Rights Agent or
successor Rights Agent, as the case may be, and to each transfer agent
of the Common Stock and Preferred Stock, by registered or certified
mail, and to the holders of the Rights Certificates by first-class
mail.  If the Rights Agent shall resign or be removed or shall
otherwise become incapable of acting, the Company shall appoint a
successor to the Rights Agent.  If the Company shall fail to make such
appointment within a period of ten (10) days after giving notice of
such removal, or within a period of thirty (30) days after it has been 
notified in writing of such resignation or incapacity by the resigning
or incapacitated Rights Agent or by the holder of a Rights Certificate
(who shall, with such notice, submit his Rights Certificate for
inspection by the Company), as the case may be, then any registered
holder of any Rights Certificate may apply to any court of competent
jurisdiction for the appointment of a new Rights Agent.  Any successor
Rights Agent, whether appointed by the Company or by such a court,
shall be a corporation organized and doing business under the laws of
the United States or of any state of the United States, which is in
good standing, is authorized under such laws to exercise transfer
agent or corporate trust powers, is subject to supervision or
examination by federal or state authority and is qualified to act as a
Transfer Agent under the rules of the New York Stock Exchange.  After
appointment, the successor Rights Agent shall be vested with the same
powers, rights, duties and responsibilities as if it had been
originally named as Rights Agent without further act or deed; but the
predecessor Rights Agent shall deliver and transfer to the successor
Rights Agent any property at the time held by it hereunder, and
execute and deliver any further assurance, conveyance, act or deed
necessary for the purpose.  Not later than the effective date of any
such appointment, the Company shall file notice thereof in writing
with the predecessor Rights Agent and each transfer agent of the
Common Stock and the Preferred Stock, and mail a notice thereof in
writing to the registered holders of the Rights Certificates.  Failure
to give any notice provided for in this Section 21, however, or any
defect therein, shall not affect the legality or validity of the
resignation or removal of the Rights Agent or the appointment of the
successor Rights Agent, as the case may be.

     Section 22.  Issuance of New Rights Certificates. 
Notwithstanding any of the provisions of this Agreement or of the
Rights to the contrary, the Company may, at its option, issue new
Rights Certificates evidencing Rights in such form as may be approved
by its Board of Directors to reflect any adjustment or change in the
Purchase Price and the number or kind or class of shares or other
securities or property purchasable under the Rights Certificates made
in accordance with the provisions of this Agreement.  In addition, in
connection with the issuance or sale of shares of Common Stock
following the Distribution Date and before the redemption or
expiration of the Rights, the Company (a) shall, with respect to
shares of Common Stock so issued or sold pursuant to the exercise of
stock options or under any employee plan or arrangement, granted or
awarded on or before the Distribution Date, or upon the exercise,
conversion or exchange of securities hereinafter issued by the
Company, and (b) may, in any other case, if deemed necessary or
appropriate by the Board of Directors of the Company, issue Rights
Certificates representing the appropriate number of Rights in
connection with such issuance or sale; provided, however that (i) no
such Rights Certificate shall be issued if, and to the extent that,
the Company shall be advised by counsel that such issuance would
create a significant risk of material adverse tax consequences to the
Company or the Person to whom such Rights Certificate would be issued,
and (ii) no such Rights Certificate shall be issued if, and to the
extent that, appropriate adjustment shall otherwise have been made in
lieu of the issuance thereof.

     Section 23.  Redemption and Termination.

          (a)  The Board of Directors of the Company may, at its
option, at any time before the Final Expiration Date, redeem all but
not less than all the then outstanding Rights at a redemption price of
$.01 per Right, as such amount may be appropriately adjusted to
reflect any stock split, stock dividend or similar transaction
occurring after the date hereof (such redemption price being
hereinafter referred to as the "Redemption Price"); provided, however,
if the Board of Directors of the Company authorizes redemption of the
Rights on or after the time a Person becomes an Acquiring Person, then
there must be Continuing Directors then in office and such
authorization shall require the concurrence of a majority of such
Continuing Directors.  The Company may, at its option, pay the
Redemption Price in cash, shares of Common Stock (based on the
"current market price," as defined in Section 11(d)(i) hereof, of the
Common Stock at the time of redemption) or any other form of
consideration deemed appropriate by the Board of Directors.

          (b)  Immediately upon the action of the Board of
Directors of the Company ordering the redemption of the Rights,
evidence of which shall have been filed with the Rights Agent, and
without any further action and without any notice, the right to
exercise the Rights will terminate and the only right thereafter of
the holders of Rights shall be to receive the Redemption Price for
each Right so held.  Promptly after the action of the Board of
Directors ordering the redemption of the Rights, the Company shall
give notice of such redemption to the Rights Agent and the holders of
the then outstanding Rights by mailing such notice to all such holders
at each holder's last address as it appears upon the registry books of
the Rights Agent or, before the Distribution Date, on the registry
books of the Transfer Agent for the Common Stock.  Any notice mailed
in the manner herein provided shall be deemed given, whether or not
the holder receives the notice.  Each such notice of redemption will
state the method by which the payment of the Redemption Price will be
made.

     Section 24.  Exchange.

          (a)  The Board of Directors of the Company may, at its
option, at any time and from time to time after the first occurrence
of a Section 11(a)(ii) Event, exchange all or part of the then
outstanding and exercisable Rights (which shall not include Rights
that have become void pursuant to the provisions of Section 7(e)
hereof) for shares of Common Stock or common stock equivalents (as
defined in Section 11(a)(iii) hereof), or any combination thereof, at
an exchange ratio of one share of Common Stock, or such number of
common stock equivalents or units representing fractions thereof as
would be deemed to have the same value as one share of Common Stock,
per Right, appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after the date hereof (such
exchange ratio being hereinafter referred to as the "Exchange Ratio"). 
Notwithstanding the foregoing, the Board of Directors shall not be
empowered to effect such exchange at any time after an Acquiring
Person shall have become the Beneficial Owner of shares of Common
Stock aggregating 50% or more of the shares of Common Stock then
outstanding.

          (b)  Immediately upon the action of the Board of
Directors of the Company ordering the exchange of any Rights pursuant
to Section 24(a) and without any further action and without any
notice, the right to exercise such Rights shall terminate and the only
right thereafter of a holder of such Rights shall be to receive that
number of shares of Common Stock and/or common stock equivalents equal
to the number of such Rights held by such holder multiplied by the
Exchange Ratio.  The Company shall promptly give public notice of any
such exchange; provided, however, that the failure to give, or any
defect in, such notice shall not affect the validity of such exchange. 
The Company promptly shall mail a notice of any such exchange to all
of the holders of such Rights at their last addresses as they appear
upon the registry books of the Rights Agent.  Any notice mailed in the
manner herein provided shall be deemed given, whether or not the
holder receives the notice.  Each such notice of exchange will state
the method by which the exchange of the shares of Common Stock and/or
common stock equivalents for Rights will be effected and, in the event
of any partial exchange, the number of Rights which will be exchanged. 
Any partial exchange shall be effected pro rata based on the number of
Rights (other than Rights that have become void pursuant to the
provisions of Section 7(e) hereof) held by each holder of Rights.

          (c)  If the number of shares of Common Stock that are
authorized by the Company's Certificate of Incorporation but not
outstanding or reserved for issuance for purposes other than upon
exercise of the Rights are not sufficient to permit an exchange of
Rights as contemplated in accordance with this Section 24, the Company
may, at its option, take all such action as may be necessary to seek
to authorize additional shares of Common Stock for issuance upon
exchange of the Rights.

          (d)  The Company shall not be required to issue
fractions of shares of Common Stock or to distribute certificates that
evidence fractional shares of Common Stock.  In lieu of such
fractional shares of Common Stock, the Company shall pay to the
registered holders of Rights with regard to which such fractional
shares of Common Stock would otherwise be issuable an amount in cash
equal to the same fraction of the value of a whole share of Common
Stock.  For purposes of this Section 24, the value of a whole share of
Common Stock shall be the closing price (as determined pursuant to the
second sentence of Section 11(d)(i) hereof) for the Trading Day
immediately before the date of exchange pursuant to this Section 24,
and the value of any common stock equivalent shall be deemed to have
the same value as the Common Stock on such date.

     Section 25.  Notice of Certain Events.  

          (a)  In case the Company shall propose, at any time
after the Distribution Date, (i) to pay any dividend payable in stock
of any class to the holders of Preferred Stock or to make any other
distribution to the holders of Preferred Stock (other than a regular
quarterly cash dividend out of earnings or retained earnings of the
Company), or (ii) to offer to the holders of Preferred Stock rights or
warrants to subscribe for or to purchase any additional shares of
Preferred Stock or shares of stock of any class or any other
securities, rights or options, or (iii) to effect any reclassification
of its Preferred Stock (other than a reclassification involving only
the subdivision of outstanding shares of Preferred Stock), or (iv) to
effect any consolidation or merger into or with any other Person
(other than a Subsidiary of the Company in a transaction which
complies with Section 11(o) hereof), or to effect any sale or other
transfer (or to permit one or more of its Subsidiaries to effect any
sale or other transfer), in one transaction or a series of related
transactions, of more than 50% of the assets or earning power of the
Company and its Subsidiaries (taken as a whole) to any other Person or
Persons (other than the Company and/or any of its Subsidiaries in one
or more transactions each of which complies with Section 11(o)
hereof), or (v) to effect the liquidation, dissolution or winding up
of the Company, then, in each such case, the Company shall give to
each holder of a Rights Certificate, to the extent feasible and in
accordance with Section 26 hereof, a notice of such proposed action,
which shall specify the record date for the purposes of such stock
dividend, distribution of rights or warrants, or the date on which
such reclassification, consolidation, merger, sale, transfer,
liquidation, dissolution, or winding up is to take place and the date
of participation therein by the holders of the shares of Preferred
Stock, if any such date is to be fixed, and such notice shall be so
given in the case of any action covered by clause (i) or (ii) above at
least twenty (20) days before the record date for determining holders
of the shares of Preferred Stock for purposes of such action, and in
the case of any such other action, at least twenty (20) days before
the date of the taking of such proposed action or the date of
participation therein by the holders of the shares of Preferred Stock,
whichever shall be the earlier.

          (b)  In case any Section 11(a)(ii) Event shall occur,
then, in any such case, (i) the Company shall as soon as practicable
thereafter give to each holder of a Rights Certificate, to the extent
feasible and in accordance with Section 26 hereof, a notice of the
occurrence of such event, which shall specify the event and the
consequences of the event to holders of Rights under Section 11(a)(ii)
hereof, and (ii) all references in the preceding paragraph to
Preferred Stock shall be deemed thereafter to refer to Common Stock
and/or, if appropriate, other securities.

     Section 26.  Notices.  Notices or demands authorized by this
Agreement to be given or made by the Rights Agent or by the holders of
any Rights Certificate to or on the Company shall be sufficiently
given or made if sent by first-class mail, postage prepaid, addressed
(until another address is filed in writing with the Rights Agent) as
follows:

               Mid-America Bancorp
               P.O. Box 1101
               500 West Broadway
               Louisville, Kentucky   40201-1101
               Attn:  Bertram W. Klein, Chairman of the Board

Subject to the provisions of Section 21, any notice or demand
authorized by this Agreement to be given or made by the Company or by
the holder of any Rights Certificate to or on the Rights Agent shall
be sufficiently given or made if sent by first-class mail, postage
prepaid, addressed (until another address is filed in writing with the
Company) as follows:

               Mid-America Bank of Louisville and Trust Company
               P.O. Box 1101
               500 West Broadway
               Louisville, Kentucky   40201-1101
               Attn: Trust Department

Notices or demands authorized by this Agreement to be given or made by
the Company or the Rights Agent to the holder of any Rights
Certificate (or, if before the Distribution Date, to the holder of
certificates representing shares of Common Stock) shall be
sufficiently given or made if sent by first-class mail, postage
prepaid, addressed to such holder at the address of such holder as
shown on the registry books of the Company.

     Section 27.  Supplements and Amendments.  Before the Stock
Acquisition Date and subject to the penultimate sentence of this
Section 27, the Company and the Rights Agent shall, if the Company so
directs, supplement or amend any provision of this Agreement without
the approval of any holders of certificates representing shares of
Common Stock.  From and after the Stock Acquisition Date and subject
to the penultimate sentence of this Section 27, the Company and the
Rights Agent shall, if the Company so directs, supplement or amend
this Agreement without the approval of any holders of Rights
Certificates in order (i) to cure any ambiguity, (ii) to correct or
supplement any provision contained herein that may be defective or
inconsistent with any other provision herein, (iii) to shorten or
lengthen any time period hereunder (which lengthening or shortening,
following the first occurrence of an event set forth in clauses (i) or
(ii) of the first proviso to Section 23(a) hereof, shall be effective
only if there are Continuing Directors and shall require the
concurrence of a majority of such Continuing Directors), or (iv) to
change or supplement the provisions hereunder in any manner which the
Company may deem necessary or desirable and which shall not adversely
affect the interests of the holders of Rights Certificates (other than
an Acquiring Person or an Affiliate or Associate of any such Person);
provided, that, from and after the Stock Acquisition Date, this
Agreement may not be supplemented or amended to lengthen, pursuant to
clause (iii) of this sentence, (A) a time period relating to when the
Rights may be redeemed at such time as the Rights are not then
redeemable, or (B) any other time period unless such lengthening is
for the purpose of protecting, enhancing or clarifying the rights of,
and/or the benefits to, the holders of Rights.  Upon the delivery of a
certificate from an appropriate officer of the Company which states
that the proposed supplement or amendment is in compliance with the
terms of this Section 27, the Rights Agent shall execute such
supplement or amendment.  Notwithstanding anything contained in this
Agreement to the contrary, from and after the Stock Acquisition Date,
no supplement or amendment shall be made which changes the Redemption
Price, the Final Expiration Date, the Purchase Price or the number of
one one-hundredths of a share of Preferred Stock for which a Right is
exercisable.  Before the Stock Acquisition Date, the interests of the
holders of Rights shall be deemed coincident with the interests of the
holders of Common Stock.

     Section 28.  Successors.  All the covenants and provisions
of this Agreement by or for the benefit of the Company or the Rights
Agent shall bind and inure to the benefit of their respective
successors and assigns hereunder.

     Section 29.  Determinations and Actions by the Board of
Directors, etc.  For all purposes of this Agreement, any calculation
of the number of shares of Common Stock outstanding at any particular
time, including for purposes of determining the particular percentage
of such outstanding shares of Common Stock of which any Person is the
Beneficial Owner, shall be made in accordance with the last sentence
of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the
Exchange Act as in effect of the date hereof.  The Board of Directors
of the Company (with, where specifically provided for herein, the
concurrence of the Continuing Directors) shall have the exclusive
power and authority to administer this Agreement and to exercise all
rights and powers specifically granted to the Board (with, where
specifically provided for herein, the concurrence of the Continuing
Directors) or to the Company, or as may be necessary or advisable in
the administration of this Agreement, including, without limitation,
the right and power to (i) interpret the provisions of this Agreement,
and (ii) make all determinations deemed necessary or advisable for the
administration of this Agreement (including, but not limited to, a
determination to redeem or not redeem the Rights or to amend the
Agreement).  All such actions, calculations, interpretations and
determinations (including, for purposes of clause (y) below, all
omissions with respect to the foregoing) which are done or made by the
Board (with, where specifically provided for herein, the concurrence
of the Continuing Directors) in good faith, shall (x) be final,
conclusive and binding on the Company, the Rights Agent, the holders
of the Rights and all other parties, and (y) not subject the Board (or
the Continuing Directors) to any liability to the holders of the
Rights.

     Section 30.  Benefits of this Agreement.  Nothing in this
Agreement shall be construed to give to any Person other than the
Company, the Rights Agent and the registered holders of the Rights
Certificates (and, before the Distribution Date, registered holders of
the Common Stock) any legal or equitable right, remedy or claim under
this Agreement; but this Agreement shall be for the sole and exclusive
benefit of the Company, the Rights Agent and the registered holders of
the Rights Certificates (and, before the Distribution Date, registered
holders of the Common Stock).

     Section 31.  Severability.  If any term, provision, covenant
or restriction of this Agreement is held by a court of competent
jurisdiction or other authority to be invalid, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions of
this Agreement shall remain in full force and effect and shall in no
way be affected, impaired or invalidated; provided, however, that
notwithstanding anything in this Agreement to the contrary, if any
such term, provision, covenant or restriction is held by such court or
authority to be invalid, void or unenforceable and the Board of
Directors of the Company determines in its good faith judgment that
severing the invalid language from this Agreement would adversely
affect the purpose or effect of this Agreement, the right of
redemption set forth in Section 23 hereof shall be reinstated and
shall not expire until the close of business on the tenth day
following the date of such determination by the Board of Directors. 
Without limiting the foregoing, if any provisions requiring that a
determination be made by less than the entire Board is held by a court
of competent jurisdiction or other authority to be invalid, void or
unenforceable, such determination shall then be made by the entire
Board.

     Section 32.  Governing Law.  This Agreement, each Right and
each Rights Certificate issued hereunder shall be deemed to be a
contract made under the laws of Kentucky and for all purposes shall be
governed by and construed in accordance with the laws of such State
applicable to contracts made and to be performed entirely within such
State.

     Section 33.  Counterparts.  This Agreement may be executed
in any number of counterparts and each of such counterparts shall for
all purposes be deemed to be an original, and all such counterparts
shall together constitute but one and the same instrument.

     Section 34.  Descriptive Headings.  Descriptive headings of
the several Sections of this Agreement are inserted for convenience
only and shall not control or affect the meaning or construction of
any of the provisions hereof.

     IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and their respective corporate seals to
be hereunto affixed and attested, all as of the day and year first
above written.

Attest:                                 MID-AMERICA BANCORP


By_________________________________     By                            
   Robert H. Sachs                         Bertram W. Klein
   Assistant Secretary                     Chairman of the Board


Attest:                                 MID-AMERICA BANK OF LOUISVILLE 
                                          AND TRUST COMPANY



By_________________________________     By                            
   Name:                                  Name: 
   Title:                                 Title: 

                              Exhibit A

                               FORM OF 
                        ARTICLES OF AMENDMENT 
                                TO THE
            AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                 OF 
                         MID-AMERICA BANCORP

     Pursuant to KRS 271B.6-010(3) and KRS 271B.6-020(4), these
Articles of Amendment to the Amended and Restated Articles of
Incorporation of Mid-America Bancorp (the "Corporation") are being
delivered to the Kentucky Secretary of State for filing.  The
information required by KRS 271B.6-020(4) is as follows:

     FIRST:  The name of the Corporation is Mid-America Bancorp.

     SECOND: These Articles of Amendment amend current ARTICLE IV
of the Corporation's Amended and Restated Articles of Incorporation by
establishing a new Junior Participating Preferred Stock.  As amended,
a new subsection (e) shall be added to ARTICLE IV, which subsection
(e) shall read in its entirety as follows:

          "(e) Junior Participating Preferred Stock.  

               (1)  Designation.  The designation of the series
     of the Preferred Stock created by the Board of Directors
     shall be "1998A Junior Participating Preferred Stock"
     (hereinafter called this "Series") and the number of shares
     constituting this Series is one hundred twenty thousand
     (120,000).

               (2)   Dividends.

                    (A)  Subject to the prior and superior rights
     of the holders of any shares of any series of Preferred
     Stock ranking prior and superior to the shares of this
     Series with respect to dividends, the holders of shares of
     this Series shall be entitled to receive, when and as
     declared by the Board of Directors out of funds legally
     available for the purpose, quarterly dividends payable in
     cash on March 31, June 30, September 30 and December 31 of
     each year (each such date being referred to herein as a
     "Quarterly Dividend Payment Date"), commencing on the first
     Quarterly Dividend Payment Date after the first issuance of
     a share or fraction of a share of this Series, in an amount
     per share (rounded to the nearest cent) equal to the greater
     of (A) $1.00 or (B) subject to the provision for adjustment
     hereinafter set forth, 100 times the aggregate per share
     amount of all cash dividends, and 100 times the aggregate
     per share amount (payable in kind) of all non-cash dividends
     or other distributions other than a dividend payable in
     shares of Common Stock or a subdivision of the outstanding
     shares of Common Stock (by reclassification or otherwise),
     declared on the Common Stock of the Corporation (the "Common
     Stock") since the immediately preceding Quarterly Dividend
     Payment Date, or, with respect to the first Quarterly
     Dividend Payment Date, since the first issuance of any share
     or fraction of a share of this Series.  If the Corporation
     shall at any time after March 13, 1998 (the "Rights
     Declaration Date") (i) declare any dividend on Common Stock
     payable in shares of Common Stock, (ii) subdivide the
     outstanding Common Stock, or (iii) combine the outstanding
     Common Stock into a smaller number of shares, then in each
     such case the amount to which holders of shares of this
     Series were entitled immediately before such event under
     clause (B) of the preceding sentence shall be adjusted by
     multiplying such amount by a fraction the numerator of which
     is the number of shares of Common Stock outstanding
     immediately after such event and the denominator of which is
     the number of shares of Common Stock that were outstanding
     immediately before such event (the "Adjustment Ratio").

                    (B)  The Corporation shall declare a dividend
     or distribution on this Series as provided in clause (A) of
     the preceding paragraph (1) immediately after it declares a
     dividend or distribution on the Common Stock (other than a
     dividend payable in shares of Common Stock); provided that,
     in the event no dividend or distribution shall have been
     declared on the Common Stock during the period between any
     Quarterly Dividend Payment Date and the next subsequent
     Quarterly Dividend Payment Date, a dividend of $1.00 per
     share on this Series shall nevertheless be payable on such
     subsequent Quarterly Dividend Payment Date.

                    (C)  Dividends shall begin to accrue and be
     cumulative on outstanding shares of this Series from the
     Quarterly Dividend Payment Date next preceding the date of
     issue of such  shares of this Series unless the date of
     issue of such shares is before the record date for the first
     Quarterly Dividend Payment Date, in which case dividends on
     such shares shall begin to accrue from the date of issue of
     such shares, or unless the date of issue is a Quarterly
     Dividend Payment Date or is a date after the record date for
     the determination of holders of shares of this Series
     entitled to receive a quarterly dividend and before such
     Quarterly Dividend Payment Date, in either of which events
     such dividends shall begin to accrue and be cumulative from
     such Quarterly Dividend Payment Date. Accrued but unpaid
     dividends shall not bear interest.  Dividends paid on the
     shares of this Series in an amount less than the total
     amount of such dividends at the time accrued and payable on
     such shares shall be allocated pro rata on a share-by-share
     basis among all such shares at the time outstanding.  The
     Board of Directors may fix a record date for the
     determination of holders of shares of this Series entitled
     to receive payment of a dividend or distribution declared
     thereon, which record date shall be no more than 30 days
     before the date fixed for the payment thereof.

                    (D)  No full dividends shall be declared or
     paid or set apart for payment on the Preferred Stock of any
     series ranking, as to dividends, on a parity with or junior
     to this Series for any period unless full cumulative
     dividends have been or contemporaneously are declared and a
     sum sufficient for the payment thereof set apart for such
     payment on this Series for all dividend payment periods
     terminating on or prior to the date of payment of such full
     cumulative dividends.  When dividends are not paid in full,
     as aforesaid, upon the shares of this Series and any other
     Preferred Stock ranking on a parity as to dividends with
     this Series, all dividends declared upon shares of this
     Series and any other Preferred Stock ranking on a parity as
     to dividends with this Series shall be declared pro rata so
     that the amount of dividends declared per share on this
     Series and such other Preferred Stock shall in all cases
     bear to each other the same ratio that accrued dividends per
     share on the shares of this Series and such other Preferred
     Stock bear to each other.  Holders of shares of this Series
     shall not be entitled to any dividends, whether payable in
     cash, property or stock, in excess of full cumulative
     dividends, as herein provided, on this Series. No interest,
     or sum of money in lieu of interest, shall be payable in
     respect of any dividend payment or payments on this Series
     that may be in arrears.

                    (E)  So long as any shares of this Series are
     outstanding, no dividend (other than a dividend in Common
     Stock or in any other stock ranking junior to this Series as
     to dividends and upon liquidation and other than as provided
     in subsection (e)(2)(D) shall be declared or paid or set
     aside for payment or other distribution declared or made
     upon the Common Stock or upon any other stock ranking junior
     to or on a parity with this Series as to dividends or upon
     liquidation, nor shall any Common Stock or any other stock
     of the Corporation ranking junior to or on a parity with
     this Series as to dividends or upon liquidation be redeemed,
     purchased or otherwise acquired for any consideration (or
     any moneys be paid to or made available for a sinking fund
     for the redemption of any shares of any such stock) by the
     Corporation (except by conversion into or exchange for stock
     of the Corporation ranking junior to this Series as to
     dividends and upon liquidation) unless, in each case, the
     full cumulative dividends on all outstanding shares of this
     Series shall have been paid for all past dividend payment
     periods.

               (3)   Conversion or Exchange.  The holders of
     shares of this Series shall not have any rights to convert
     such shares into or exchange such shares for shares of any
     other class or classes or of any other series of any class
     or classes of capital stock of the Corporation.

               (4)  Voting Rights.  The holders of shares of a
     Series 1998A Junior Participating Preferred Stock shall have
     the following voting rights:

                    (A)  Each share of Series 1998A Junior
     Participating Preferred Stock shall entitle the holder
     thereof to a number of votes equal to 100 multiplied by the
     Adjustment Ratio on all matters submitted to a vote of the
     stockholders of the Corporation.

                    (B)  Except as required by law or the
     Corporation's Articles of Incorporation, holders of Series
     1998A Junior Participating Preferred Stock shall have no
     special voting rights and their consent shall not be
     required (except to the extent they are titled to vote with
     holders of Common Stock as set forth herein) for taking any
     corporate action.

               (5)  Liquidation Rights.

                    (A)  Upon the dissolution, liquidation
     (voluntary or otherwise), or winding up of the Corporation,
     the holders of the shares of this Series shall be entitled
     to receive out of the assets of the Corporation, before any
     payment of distribution shall be made on the Common Stock,
     or on any other class of stock ranking junior to the
     Preferred Stock upon liquidation, the amount of $7,500.00
     per share, plus a sum equal to all dividends (whether or not
     earned or declared) on such shares accrued and unpaid
     thereon to the date of final distribution (the "Liquidation
     Preference").  Following the payment of the full amount of
     the Liquidation Preference, no additional distributions
     shall be made to the holders of shares of this Series
     unless, prior thereto, the holders of shares of Common Stock
     shall have received an amount per share (the "Common
     Adjustment") equal to the quotient obtained by dividing
     (i) the Liquidation Preference by (ii) 100 (as appropriately
     adjusted as set forth in subsection (e)(5)(B) below to
     reflect such events as stock splits, stock dividends and
     recapitalizations with respect to the Common Stock) (such
     number in clause (ii), the "Adjustment Number").  Following
     the payment of the full amount of the Liquidation Preference
     and the Common Adjustment in respect of all outstanding
     shares of Junior Participating Preferred Stock and Common
     Stock, respectively, holders of this Series and holders of
     Common Stock shall receive their ratable and proportionate
     share of the remaining assets to be distributed in the ratio
     of the Adjustment Number to 1 with respect to such Preferred
     Stock and Common Stock, on a per share basis, respectively.

                    (B)  If the Corporation shall at any time
     after the Rights Declaration Date (i) declare any dividend
     on Common Stock payable in shares of Common Stock,
     (ii) subdivide the outstanding Common Stock, or
     (iii) combine the outstanding Common Stock into a smaller
     number of shares, then in each such case the Adjustment
     Number in effect immediately before such event shall be
     adjusted by multiplying such Adjustment Number by a fraction
     the numerator of which is the number of shares of Common
     Stock outstanding immediately after such event and the
     denominator of which is the number of shares of Common Stock
     that were outstanding immediately before such event.

                    (C)  The sale, conveyance, exchange or
     transfer (for cash, shares of stock, securities or other
     consideration) of all or substantially all the property and
     assets of the Corporation shall be deemed a voluntary
     dissolution, liquidation or winding up of the Corporation
     for the purposes of this subsection (e)(5), but the merger
     or consolidation of the Corporation into or with another
     corporation or the merger or consolidation of any other
     corporation into or with the Corporation, shall not be
     deemed to be a dissolution, liquidation or winding up,
     voluntarily or involuntarily, for the purposes of this
     subsection (e)(5).

                    (D)  After the payment to the holders of the
     shares of this Series of the full preferential amounts
     provided for in this subsection (e)(5), the holders of this
     Series as such shall have no right or claim to any of the
     remaining assets of the Corporation.

                    (E)  If the assets of the Corporation
     available for distribution to the holders of shares of this
     Series upon any dissolution, liquidation or  winding up of
     the Corporation, whether voluntary or involuntary, shall be
     insufficient to pay in full all amounts to which such
     holders are entitled pursuant to subsection (e)(5)(A), no
     such distribution shall be made on account of any shares of
     any other class or series of Preferred Stock ranking on a
     parity with the shares of this Series upon such dissolution,
     liquidation or winding up unless proportionate distributive
     amounts shall be paid on account of the shares of this
     Series, ratably, in proportion to the full distributable
     amounts for which holders of all such parity shares are
     respectively entitled upon such dissolution, liquidation or
     winding up.  If, however, there are not sufficient assets
     available to permit payment in full of the Common
     Adjustment, then such remaining assets shall be distributed
     ratably to the holders of Common Stock.

               (6)  Priority.  For purposes of this resolution,
     any stock of any class or classes of the Corporation shall
     be deemed to rank:

                    (A)  prior to the shares of this Series,
     either as to dividends or upon liquidation, if the holders
     of such class or classes shall be entitled to the receipt of
     dividends or of amounts distributable upon dissolution,
     liquidation or winding up of the Corporation, as the case
     may be, in preference or priority to the holders of shares
     of this Series;

                    (B)  on a parity with shares of this Series,
     either as to dividends or upon liquidation, whether or not
     the dividend rates, dividend payment dates or redemption or
     liquidation prices per share or sinking fund provisions, if
     any, be different from those of this Series, if the holders
     of such stock shall be entitled to the receipt of dividends
     or of amounts distributable upon dissolution, liquidation or
     winding up of the Corporation, as the case may be, in
     proportion to their respective dividend rates or liquidation
     prices, without preference or priority, one over the other,
     as between the holders of such stock and the holders of
     shares of this Series; and

                    (C)  junior to shares of this Series, either
     as to dividends or upon liquidation, if the holders of
     shares of this Series shall be entitled to receipt of
     dividends or of amounts distributable upon dissolution,
     liquidation or winding up of the Corporation, as the case
     may be, in preference or priority to the holders of shares
     of such class or classes."

     THIRD:  These Articles of Amendment were duly adopted by the
Corporation's Board of Directors on February 23, 1998.  Shareholder
approval was not required.



                              Bertram W. Klein
                              Chairman of the Board

                              Date:                                   

                              Exhibit B

                     [Form of Rights Certificate]


Certificate No. R-                                       ______ Rights


NOT EXERCISABLE AFTER MARCH ___, 2008, OR EARLIER IF REDEEMED OR
EXCHANGED BY THE COMPANY.  THE RIGHTS ARE SUBJECT TO REDEMPTION,
AT THE OPTION OF THE COMPANY, AT $.01 PER RIGHT AND TO EXCHANGE
ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.  UNDER CERTAIN
CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON
(AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND ANY
SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID.  [THE
RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE
BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING
PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS
SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY,
THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY
BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION
7(e) OF SUCH AGREEMENT.](1)
____________________
     1          The portion
of the legend in brackets shall be
inserted only if applicable and shall replace
the preceding
sentence.

                          Rights Certificate

                         MID-AMERICA BANCORP


     This certifies that ________________________, or registered
assigns, is the registered owner of the number of Rights set
forth above, each of which entitles the owner thereof, subject to
the terms, provisions and conditions of the Rights Agreement,
dated as of February  ___, 1998 (the "Rights Agreement"), between
Mid-America Bancorp, a Kentucky corporation (the "Company"), and
Mid-America Bank of Louisville and Trust Company (the "Rights
Agent"), to purchase from the Company at any time before 5:00
P.M. (Eastern standard time) on March ___, 2008, at the office or
offices of the Rights Agent designated for such purpose, or its
successors as Rights Agent, one one-hundredth of a fully paid,
non-assessable share of Junior Participating Preferred Stock (the
"Preferred Stock") of the Company, at a purchase price of
$__________ per one one-hundredth of a share (the "Purchase
Price"), upon presentation and surrender of this Rights
Certificate with the Form of Election to Purchase and related
Certificate duly executed.  The number of Rights evidenced by
this Rights Certificate (and the number of shares that may be
purchased upon exercise thereof) set forth above, and the
Purchase Price per share set forth above, are the number and
Purchase Price as of February ___, 1998, based on the Preferred
Stock as constituted at such date.  The Company reserves the
right to require before the occurrence of a Triggering Event (as
such term is defined in the Rights Agreement) that a number of
Rights be exercised so that only whole shares of Preferred Stock
will be issued.

     Upon the occurrence of a Section 11(a)(ii) Event (as such
term is defined in the Rights Agreement), if the Rights evidenced
by this Rights Certificate are beneficially owned by (i) an
Acquiring Person or an Affiliate or Associate of any such Person
(as such terms are defined in the Rights Agreement), (ii) a
transferee of any such Acquiring Person, Associate or Affiliate,
or (iii) under certain circumstances specified in the Rights
Agreement, a transferee of a person who, after such transfer,
became an Acquiring Person or an Affiliate or Associate of any
such Person, such Rights shall become null and void and no holder
hereof shall have any right with respect to such Rights from and
after the occurrence of such Section 11(a)(ii) Event.

     As provided in the Rights Agreement, the Purchase Price and
the number and kind of shares of Preferred Stock or other
securities that may be purchased upon the exercise of the Rights
evidenced by this Rights Certificate are subject to modification
and adjustment upon the happening of certain events, including
Triggering Events (as such term is defined in the Rights
Agreement).

     This Rights Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement, which terms,
provisions and conditions are hereby incorporated herein by
reference and made a part hereof and to which Rights Agreement
reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities
hereunder of the Rights Agent, the Company and the holders of the
Rights Certificates, which limitations of rights include the
temporary suspension of the exercisability of such Rights under
the specific circumstances set forth in the Rights Agreement. 
Copies of the Rights Agreements are on file at the above-
mentioned office of the Rights Agent and are also available upon
written request to the Rights Agent.

     This Rights Certificate, with or without other Rights
Certificates, upon surrender at the principal office or offices
of the Rights Agent designated for such purpose, may be exchanged
for another Rights Certificate or Rights Certificate of like
tenor and date evidencing Rights entitling the holder to purchase
a like aggregate number of one one-hundredths of a share of
Preferred Stock as the Rights evidenced by the Rights Certificate
or Rights Certificates surrendered shall have entitled such
holder to purchase.  If this Rights Certificate shall be
exercised in part, the holder shall be entitled to receive upon
surrender hereof another Rights Certificate or Rights
Certificates for the number of whole Rights not exercised.

     Subject to the provisions of the Rights Agreement, the
Rights evidenced by this Certificate (i) may be redeemed by the
Company at its option at a redemption price of $.01 per Right at
any time; provided, however, that any such redemption after a
person has become an Acquiring Person may be authorized only if
the Company has Continuing Directors (as such term is defined in
the Rights Agreement) then in office and the redemption is
authorized with the concurrence of a majority of such Continuing
Directors; or (ii) may be exchanged in whole or in part for
shares of the Company's Common Stock and/or other equity
securities of the Company deemed to have the same value as shares
of Common Stock.  After the expiration of the redemption period,
the Company's right of redemption may be reinstated if an
Acquiring Person reduces his beneficial ownership to 10% or less
of the outstanding shares of Common Stock in a transaction or
series of transactions not involving the Company.  Under certain
circumstances set forth in the Rights Agreement, the decision to
redeem shall require the concurrence of a majority of the
Continuing Directors.

     No fractional shares of Preferred Stock will be issued upon
the exercise of any Right or Rights evidenced hereby (other than
fractions that are integral multiples of one one-hundredth of a
share of Preferred Stock, which may, at the election of the
Company, be evidenced by depositary receipts), but in lieu
thereof a cash payment will be made, as provided in the Rights
Agreement.

     No holder of this Rights Certificate shall be entitled to
vote or receive dividends or be deemed for any purpose the holder
of shares of Preferred Stock or of any other securities of the
Company that may at any time be issuable on the exercise hereof,
nor shall anything contained in the Rights Agreement or herein by
construed to confer upon the holder hereof, as such, any of the
rights of a stockholder of the Company or any right to vote for
the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold
consent to any corporate action, or, to receive notice of
meetings or other actions affecting stockholders (except as
provided in the Rights Agreement), or to receive dividends or
subscription rights, or otherwise, until the Right or Rights
evidenced by this Rights Certificate shall have been exercised as
provided in the Rights Agreement.

     This Rights Certificate shall not be valid or obligatory for
any purpose until it shall have been countersigned by the Rights
Agent.

     WITNESS the facsimile signature of the proper officers of
the Company and its corporate seal.

Dated:

ATTEST:                            MID-AMERICA BANCORP


By__________________________       By____________________________
   [Name]                             Bertram W. Klein
   Secretary                          Chairman of the Board

Countersigned:


MID-AMERICA BANK OF LOUISVILLE 
 AND TRUST COMPANY

By____________________________
  Authorized Officer

             [Form of Reverse Side of Rights Certificate]


                          FORM OF ASSIGNMENT

           (To be executed by the registered holder if such
         holder desires to transfer the Rights Certificate.)

FOR VALUE RECEIVED ______________________________________________
hereby sells, assigns and transfers unto
_________________________________________________________
_________________________________________________________________
______________
            (Please print name and address of transferee)

this Rights Certificate, together with all right, title and
interest therein, and does hereby irrevocably constitute and
appoint __________________ Attorney, to transfer the within
Rights Certificate on the books of the within-named Company, with
full power of substitution.


Dated: ______________________



                              Signature


Signature Guaranteed:


                             Certificate

     The undersigned hereby certifies by checking the appropriate
boxes that:

     (1)  this Rights Certificate [ ] is [ ] is not being sold,
assigned and transferred by or on behalf of a Person who is or
was an Acquiring Person or an Affiliate or Associate of any such
Person (as such terms are defined pursuant to the Rights
Agreement);

     (2)  after due inquiry and to the best knowledge of the
undersigned, it [ ] did [ ] did not acquire the Rights evidenced
by this Rights Certificate from any Person who is, was or
subsequently became, an Acquiring Person or an Affiliate or
Associate of any such Person.


Dated: ______________________                                         
                                   Signature

Signature Guaranteed:
                                NOTICE


     The signature to the foregoing Assignment and Certificate
must correspond to the name as written upon the face of this
Rights Certificate in every particular, without alteration or
enlargement or any change whatsoever.

                     FORM OF ELECTION TO PURCHASE

          (To be executed if holder desires to exercise
          Rights represented by the Rights
          Certificate.)

To: MID-AMERICA BANCORP

     The undersigned hereby irrevocably elects to exercise
_____________ Rights represented by this Rights Certificate to
purchase the shares of Preferred Stock issuable upon the exercise
of the Rights (or such other securities of the Company or of any
other person that may be issuable upon the exercise of the
Rights) and requests that certificates for such shares be issued
in the name of and delivered to:


Please insert social security
or other identifying number


                   (Please print name and address)




     If such number of Rights shall not be all the Rights
evidenced by this Rights Certificate, a new Rights Certificate
for the balance of such Rights shall be registered in the name of
and delivered to:


Please insert social security
or other identifying number


                   (Please print name and address)






Dated:  _____________________



                                   Signature

Signature Guaranteed:

                             Certificate

          The undersigned hereby certifies by checking the appro-

priate boxes that:

          (1)  the Rights evidenced by this Rights Certificate
[ ] are [ ] are not being exercised by or on behalf of a Person
who is or was an Acquiring Person or an Affiliate or Associate of
any such Person (as such terms are defined pursuant to the Rights
Agreement);

          (2)  after due inquiry and to the best knowledge of the
undersigned, it [ ] did [ ] did not acquire the Rights evidenced
by this Rights Certificate from any Person who is, was or became
an Acquiring Person or an Affiliate or Associate of any such
Person.

Dated:  ______________________                                        
                                   Signature


Signature Guaranteed:

                                NOTICE


     The signature to the foregoing Election to Purchase and
Certificate must correspond to the name as written upon the face
of this Rights Certificate in every particular, without
alteration or enlargement or any change whatsoever.



IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE RIGHTS
AGREEMENT, THE RIGHTS DESCRIBED HEREBY MAY BECOME NULL AND VOID.

                              Exhibit C


                    SUMMARY OF RIGHTS TO PURCHASE
                           PREFERRED STOCK


     On February 23, 1998, the Board of Directors of Mid-America
Bancorp (the "Company") declared a dividend distribution of one
Right for each outstanding share of the Company's Common Stock,
no par value (the "Common Stock"), to stockholders of record at
the close of business on March 13, 1998.  Each Right entitles the
registered holder to purchase from the Company a unit consisting
of one-hundredth of a share (a "Unit") of Junior Participating
Preferred Stock (the "Preferred Stock") at a Purchase Price of
$75.00 per Unit, subject to adjustment.  The description and
terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and Mid-America Bank of
Louisville and Trust Company, as Rights Agent.

     Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no
separate Rights Certificates will be distributed.  The Rights
will separate from the Common Stock and a Distribution Date will
occur upon the earlier of (i) the tenth day following a public
announcement that a person or group of affiliated or associated
persons (an "Acquiring Person") has acquired, or obtained the
right to acquire, beneficial ownership of 15% or more of the
outstanding shares of Common Stock (the "Stock Acquisition Date")
or (ii) the tenth business day following the commencement of a
tender offer or exchange offer that would result in a person or
group beneficially owning 15% or more of such outstanding shares
of Common Stock.  

     The definition of "Acquiring Person" excludes any
shareholder who beneficially owns 15% or more of the shares of
Common Stock outstanding on the date the Rights Agreement was
adopted (an "Excluded Shareholder").  An Excluded Shareholder may
become an Acquiring Person only at such times as the Excluded
Shareholder becomes the beneficial owner of 24% or more of the
shares of Common Stock outstanding as a result of the Excluded
Shareholder acquiring additional shares of Common Stock (other
than acquisitions as a result of the death of a parent or spouse
or pursuant to an employee benefit plan, a stock split, or a
stock dividend).

     Until the Distribution Date, (i) the Rights will be
evidenced by the Common Stock certificates and will be
transferred with and only with such Common Stock certificates,
(ii) new Common Stock certificates issued after March 13, 1998,
will contain a notation incorporating the Rights Agreement by
reference and (iii) the surrender for transfer of any
certificates for Common Stock outstanding will also constitute
the transfer of the Rights associated with the Common Stock
represented by such certificate.  Pursuant to the Rights
Agreement, the Company reserves the right to require before the
occurrence of a Triggering Event (as defined below) that, upon
any exercise of Rights, a number of Rights be exercised so that
only whole shares of Preferred Stock will be issued. 

     The Rights are not exercisable until the Distribution Date
and will expire at the close of business on March 13, 2008,
unless earlier redeemed by the Company as described below.

     As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common
Stock as of the close of business on the Distribution Date and,
thereafter, the separate Rights Certificates alone will represent
the Rights.  Except as otherwise determined by the Board of
Directors, only shares of Common Stock issued before the
Distribution Date will be issued with Rights.

     Following any Stock Acquisition Date, (i) each holder of a
Right not owned by an Acquiring Person (or by certain related
parties) will have the right to receive, upon exercise, Common
Stock (or, in certain circumstances, cash, property or other
securities of the Company) having a value equal to two times the
exercise price of the Right; and (ii) all Rights that are, or
(under certain circumstances specified in the Rights Agreement)
were beneficially owned by any Acquiring Person will be null and
void. 

     For example, at an exercise price of $75 per Right, each
Right not owned by an Acquiring Person (or by certain related
parties) following a Stock Acquisition Date would entitle its
holder to purchase $150 worth of Common Stock based on the
current market price (as defined in the Agreement) of the Common
Stock for $75.  Assuming that the current market price of the
Common Stock is $30 per share, the holder of each valid Right
would be entitled to purchase five shares of Common Stock for
75

     If, at any time following the Stock Acquisition Date, (i)
the Company is acquired in a merger or other business combination
transaction in which the Company is not the surviving corporation
(other than a merger that follows an offer described in the
second preceding paragraph), or (ii) 50% or more of the Company's
assets or earning power is sold or transferred, each holder of a
Right (except Rights that previously have been voided as set
forth above) shall thereafter have the right to receive, upon
exercise, common stock of the acquiring company having a value
equal to two times the exercise price of the Right.  The term
"Triggering Event" refers to any person becoming an Acquiring
Person or the occurence of an event described in this paragraph.

     The Purchase Price payable, and the number of Units of
Preferred Stock or other securities or property issuable, upon
exercise of the Rights are subject to adjustment from time to
time to prevent dilution (i) in the event of a stock dividend on,
or a subdivision, combination or reclassification of, the
Preferred Stock, (ii) if holders of the Preferred Stock are
granted certain rights or warrants to subscribe for Preferred
Stock or convertible securities at less than the current market
price of the Preferred Stock, or (iii) upon the distribution to
holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular quarterly cash dividends) or of
subscription rights or warrants (other than those referred to
above).

     With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments amount to at least
1% of the Purchase Price.  No fractional Units will be issued
and, in lieu thereof, an adjustment in cash will be made based on
the market price of the Preferred Stock on the last trading date
before the date of exercise.

     The Company may redeem the Rights in whole, but not in part,
at a price of $.01 per Right (payable in cash, Common Stock or
other consideration deemed appropriate by the Board of
Directors).  The decision to redeem after a Person becomes an
Acquiring Person requires the concurrence of a majority of the
Continuing Directors.  Immediately upon the action of the Board
of Directors ordering redemption of the Rights (with the
concurrence of the Continuing Directors), the Rights terminate
and the only remaining right of the holders of Rights will be to
receive the $.01 redemption price. 

     The term "Continuing Directors" means any member of the
Board of Directors of the Company who was a member of the Board
before the date an Acquiring Person became such, and any person
who is subsequently elected to the Board if such person is
recommended or approved by a majority of the Continuing
Directors, but shall not include an Acquiring Person or an
affiliate or associate of an Acquiring Person or any
representative of the foregoing entities.

     At any time after the Rights become exercisable for Common
Stock (or other consideration) of the Company, the Board of
Directors may exchange the Rights (other than Rights owned by an
Acquiring Person that have become void), in whole or in part, at
an exchange ratio of one Common Share, and/or other equity
securities deemed to have the same value as one Common Share, per
Right, subject to adjustment. 

     Until a Right is exercised, the holder thereof, as such,
will have no rights as a stockholder of the Company, including,
without limitation, the right to vote or to receive dividends. 
While the distribution of the Rights will not be taxable to
stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income if the Rights become
exercisable for Common Stock (or other consideration) of the
Company or for common stock of the acquiring company as set forth
above, or are exchanged as set forth above.

     Other than those provisions relating to the principal
economic terms of the Rights, any of the provisions of the Rights
Agreement may be amended by the Board of Directors of the Company
before the Distribution Date.  After the Distribution Date, the
provisions of the Rights Agreement may be amended by the Board
(in certain circumstances, with the concurrence of the Continuing
Directors) in order to cure any ambiguity, to make changes that
do not adversely affect the interests of the holders of Rights
(excluding the interests of any Acquiring Person or an affiliate
or associate of any such person), or to shorten or lengthen any
time period under the Rights Agreement; provided, however, that
no amendment to adjust the time period governing redemption shall
be made at such time as the Rights are not redeemable. 

     A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission as an Exhibit to a
Registration Statement on Form 8-K dated as of February 23, 1998. 
A copy of the Rights Agreement is available free of charge from
the Company.  This summary description of the Rights does not
purport to be complete and is qualified in its entirety by
reference to the Rights Agreement, which is incorporated herein
by reference. 

EX-3.(I)

               OFFICER'S CERTIFICATE FOR ARTICLES OF AMENDMENT
              AND RESTATEMENT TO THE ARTICLES OF INCORPORATION
                         OF MID-AMERICA BANCORP

I hereby certify that:

       I.      I am the duly elected and acting President of 
Mid-America Bancorp (the "Corporation").

       II.     The Corporation's Articles of Restatement of the 
Articles of Incorporation of Mid-America Bancorp (the "Restated 
Articles") are attached as Annex A to this Officer's Certificate 
and contain amendments to the Articles of Incorporation 
requiring shareholder approval.

       III.    As contemplated by KRS 271B.10-070(4)(b), the 
information required by KRS 271B.10-060 is as follows:

               (A)     The name of the Corporation is Mid-America 
Bancorp.

               (B)     The Restated Articles (1) delete the current 
Articles VII, VIII, and IX of the Corporation's Articles of 
Incorporation and (2) amend Articles VI, VII, and VIII of the 
Corporation's Articles of Incorporation.  The texts of Articles 
VI, VII, and VIII, as hereby amended, are included as set out in 
Articles VI, VII, and VIII in the Restated Articles.

               (C)     None of the amendments provides for an 
exchange, reclassification, or cancellation of issued shares.

               (D)     The amendments were adopted by holders of 
the Corporation's common stock, the Corporation's sole class of 
issued and outstanding shares, at the Corporation's 1989 Annual 
Meeting of Shareholders (the "1989 Annual Meeting") on April 10, 
1989.  There were 5,318,720 shares of common stock issued, 
outstanding and entitled to vote at the 1989 Annual Meeting, of 
which 4,222,224 shares were indisputably represented at the 1989 
Annual Meeting.  The Amendments were approved by a vote of 
4,114,510 shares of common stock cast in favor of, and 76,544 
shares of common stock cast against, the amendments, with 31,170 
shares abstaining.

       IN WITNESS WHEREOF, I have signed this certificate on 
April 27, 1989.

                                                /s/ Orson Oliver
                                                Orson Oliver
                                                President


                                ANNEX A


                        ARTICLES OF RESTATEMENT
                                 OF
                      ARTICLES OF INCORPORATION
                                 OF
                         MID-AMERICA BANCORP


            Pursuant to KRS 271B.10-070(4), Articles of 
Restatement of Articles of Incorporation of Mid-America Bancorp 
(the "Corporation") are hereby adopted:

            FIRST:  The name of the Corporation is Mid-America 
Bancorp.

            SECOND:  The Corporation's Restated Articles of 
Incorporation are as follows:


                             ARTICLE I

            The name of the Corporation is Mid-America Bancorp.


                            ARTICLE II

            The purpose or purposes for which the Corporation is 
organized are, subject to the restrictions imposed upon it by 
applicable Federal and State laws and regulations governing bank 
holding companies, the following:

    1.      To engage in any or all lawful business for which 
corporations may be incorporated under the Kentucky Business 
Corporation Act, and to exercise any and all powers that 
corporations may now or hereafter exercise under the Kentucky 
Business Corporation Act, whether or not specifically enumerated 
herein.

    2.      To act as a bank holding company.

    3.      To purchase, take, receive, lease or otherwise 
acquire, own, hold, improve, use or otherwise deal in and with 
real and personal property, or any interest therein, wherever 
situated.

    4.      To sell, convey, mortgage, pledge, lease, exchange, 
transfer and otherwise dispose of all or any part of its 
property and assets.

    5.      To act as agent, broker or attorney-in-fact for others 
for any purpose whatsoever.

    6.      To purchase, take, receive, subscribe for and 
otherwise acquire, own, hold, vote, use, employ, sell, mortgage, 
lend, pledge, or otherwise dispose of, use and deal in and with, 
shares and other interests in, and promissory notes, bills of 
exchange, trade acceptances and other obligations of itself or 
other corporations (whether domestic or foreign), associations, 
partnerships or individuals, and direct or indirect obligations 
of the United States or of any other government, state, 
territory, governmental district or municipality, or a 
governmental instrumentality.

    7.      To make contracts and guarantees and incur 
liabilities, borrow money at such rates of interest as the 
Corporation may determine, issue its notes, bonds and other 
obligations and secure them by mortgage or pledge of all or any 
of its property, franchises and income, and to issue its notes, 
bonds and other evidences of indebtedness convertible into 
common or preferred stock or other securities of the 
Corporation.

    8.      To apply for, obtain, register, purchase, lease or 
otherwise acquire, and to hold, use, pledge, lease, sell, assign 
or otherwise dispose of, formulas, secret processes, distinctive 
marks, improvements, processes, trade names, trademarks, 
copyrights, patents, licenses, concessions and the like, whether 
used in connection with or secured under letters or patents, or 
issued by any country or authority, or otherwise; and to issue, 
exercise, develop and grant licenses in respect thereof or 
otherwise turn them to account.

    9.      To purchase or otherwise acquire, hold, sell, pledge, 
transfer or otherwise dispose of, and to re-issue or cancel the 
shares of its own capital stock or any securities or other 
obligations of the Corporation in the manner and to the full 
extent now or hereafter permitted by the laws of the 
Commonwealth of Kentucky and applicable federal laws and 
regulations.

    10.     To pay pensions and establish pension plans, pension 
trusts, profit sharing plans, stock bonus plans, stock option 
plans, and other incentive plans for any or all of its 
directors, officers and employees. 

    11.     To make donations for the public welfare and for 
charitable, scientific or educational purposes and in aid of the 
United States government.

    12.     To lend its funds or credit from time to time to such 
extent, to such persons, firms, associations, corporations, 
governments or subdivisions thereof, and on such terms and on 
such security, if any, or without security, as the Board of 
Directors of the Corporation may determine and as may be lawful.

    13.     To conduct its business, carry on its operations, have 
offices and exercise its corporate powers in any state, 
territory, district and possession of the United States and in 
any foreign country.

    14.     To be a promoter, partner, limited partner, member, 
associate or manger of any partnership, limited partnership, 
joint venture, trust or other enterprise, and to do all things 
necessary or proper in connection therewith as a natural person 
might or could do.

    15.     To acquire, in whole or in part, the assets, property, 
rights and goodwill of any corporation, association, partnership 
or individual and to assume and agree to pay the whole or any 
part of the liabilities and obligations of the transferor.

    16.     To such extent as a corporation organized under the 
Kentucky Business Corporation Act may now or hereafter lawfully 
do, as principal or agent, along or in connection with other 
corporations, firms or individuals, to do all and everything 
necessary, suitable, convenient or proper for, or in connection 
with, or incident to, the accomplishment of any of the purposes, 
or the attainment of any one or more of the objects herein 
enumerated, or designed directly or indirectly to promote the 
interests of the Corporation, or to enhance the value of its 
properties; and in general to do any and all things and exercise 
any and all powers, rights and privileges which a corporation 
may now or hereafter be organized to do, or to exercise under 
the Kentucky Business Corporation Act or under any laws 
amendatory thereof, supplemental thereto, or substituted 
therefor; and to do any or all of the things hereinabove set 
forth to the same extent as natural persons might or could do.

            The foregoing clauses shall be construed as powers, as 
well as objects and purposes, and the matters expressed in each 
clause shall, unless herein otherwise expressly provided, be in 
no wise limited by reference to or inference from the terms of 
any other clause, but shall be regarded as independent purposes 
and powers, and the enumeration of specific purposes and powers 
shall not be construed to limit or restrict in any manner the 
general powers of the Corporation nor the meaning of the general 
powers of the Corporation nor the meaning of the general terms 
used in describing any such purposes and powers; nor shall the 
expression of one thing be deemed to exclude another not 
expressed, although it be of like nature.

                               ARTICLE III

            The period of duration of the Corporation shall be 
perpetual.

                               ARTICLE IV

            The total number of shares of all classes of capital 
stock which the Corporation shall have the authority to issue is 
10,750,000 shares which shall be divided into two classes as 
follows:

     10,000,000 shares of Common Stock, having no par value 
     per share and

     750,000 shares of Preferred Stock, having no par value 
     per share.

            The designations, voting powers, preferences and 
relative, participating, optional or other special rights, 
qualifications, limitations or restrictions of the above classes 
of stock shall be as follows:

            (a)     The Common Stock shall be without distinction as 
to powers, preferences and rights and such stock may be issued 
for such consideration as shall from time to time be fixed by 
the Board of Directors.

            (b)     Subject to the preferential rights of the 
Preferred Stock, the holders of the Common Stock shall be 
entitled to receive, to the extent permitted by law, such 
dividends as may be declared from time to time by the Board of 
Directors.

            (c)     Each holder of Common Stock shall have one vote 
in respect of each share of Common Stock held by such 
shareholder of record on the books of the Corporation on all 
matters voted upon by the stockholders except that at each 
election for directors, each holder of Common Stock entitled to 
vote at such election shall have the right to cast as many votes 
in the aggregate as equal the total number of shares of Common 
Stock held by such shareholder multiplied by the number of 
directors to be elected at such election; and each such 
shareholder may cast the whole number of votes for one 
candidate, or distribute such votes among two or more 
candidates.

            (d)     The Board of Directors of the Corporation is 
hereby expressly authorized to issue shares of Preferred Stock, 
from time to time, in such series, and with such designations, 
preferences and relative, participating, optional or other 
special rights, and qualifications, limitations or restrictions 
thereof, as shall be stated and expressed in the resolution or 
resolutions providing for the issue of such stock adopted by the 
Board of Directors, and as are not stated or expressed in this 
Certificate of Incorporation or any amendment thereto including 
determination of any of the following:

                    (1)     The rate of dividend;

                    (2)     Whether shares may be redeemed and, if so, 
the redemption price and the terms and 
conditions of redemption;

                    (3)     The amount payable upon shares in event of 
voluntary or involuntary liquidation;

                    (4)     Sinking fund provisions, if any, for the 
redemption or purchase of shares;

                    (5)     The terms and conditions, if any, on which 
shares may be converted;

                    (6)     Voting rights, if any;

                    (7)     The stated value of the shares of each 
series;

                    (8)     The distinctive serial designation and the 
number of shares constituting a series; and

                    (9)     Any other preferences, privileges and 
powers, and relative, participating, or 
other special rights, and qualifications, 
limitations or restrictions of such series 
permitted by the laws of the Commonwealth of 
Kentucky, as the Board of Directors may deem 
advisable and as shall not be inconsistent 
with the provisions of the Certificate of 
Incorporation.


                                ARTICLE V

            The affairs of the Corporation shall be managed and 
conducted by a Board of Directors.  The number of directors 
shall be fixed by resolutions of the stockholders at their 
annual meeting or by the By-Laws, but shall never be less than 
fifteen.

            The Board of Directors of the Corporation may, from 
time to time, distribute to its stockholders out of capital 
surplus of the Corporation a portion of its assets in cash or 
property.
            The Board of Directors of the Corporation, to the 
extent not prohibited by law, shall have the power to cause the 
Corporation to repurchase shares of its own Common Stock and 
Preferred Stock to the full extent of its unreserved and 
unrestricted capital surplus, or any other surplus, available 
therefor.


                               ARTICLE VI

            Indemnification.  Current and former directors and 
officers of the Corporation (and their heirs, executors and 
administrators) shall be indemnified to the maximum extent 
permitted or mandated by, and in accordance with, the Kentucky 
Business Corporation Act, as amended from time to time.  The 
indemnification provided by this Article shall not be exclusive 
of any other rights to which those indemnified may be entitled 
under any bylaw, agreement, vote of shareholders or 
disinterested directors or otherwise.

            The Corporation may purchase and maintain insurance on 
behalf of any person who is or was a director or officer of the 
Corporation, or who while a director or officer of the 
Corporation, is or was serving at the request of the Corporation 
as a director, officer, partner, trustee, employee, or agent of 
another foreign or domestic corporation, partnership, joint 
venture, trust, employee benefit plan, or other enterprise 
against any liability asserted against him and incurred by him 
in any such capacity or arising out of his status as such, 
whether or not the Corporation would have the power to indemnify 
him against such liability under the provisions of this Article.


                                ARTICLE VII

            Consideration of Certain Factors.  The Board of 
Directors may base its response to any offer of another party 
to:  (a)  make a tender or exchange offer for any equity 
security of the Corporation, (b) merge or consolidate the 
Corporation with another corporation, or (c)  purchase or 
otherwise acquire all or substantially all of the properties and 
assets of the Corporation (collectively, "Acquisition 
Proposals") upon an evaluation of the best interest of the 
Corporation and its shareholders.  Relevant factors to be 
considered in such evaluation include, without limitation, the 
following:

            (a)     The consideration being offered in the 
Acquisition Proposal, not only in relation to the then current 
market value of the Corporation's stock, but also in relation to 
(i) the Board of Directors' then current estimate of the current 
or future value of the Corporation in a freely negotiated 
transaction, and (ii) the Board of Directors' then current 
estimate of the future value of the Corporation as an 
independent entity;

            (b)     The social, legal and economic effects upon 
employees, customers and other constituents of the Corporation 
and its subsidiaries;

            (c)     The social, legal and economic effects on the 
communities in which the Corporation and its subsidiaries 
operate or are located; and
            (d)     The competence, experience and integrity of the 
acquiring party or parties and its or their management.


                               ARTICLE VIII

            Limitation on Director Liability.  A director of the 
Corporation shall not be personally liable to the Corporation or 
its shareholders for monetary damages for breach of duty as a 
director except for liability (i) for any transaction in which 
the director's personal financial interest is in conflict with 
the financial interests of the Corporation or its shareholders; 
(ii) for acts or omissions not in good faith or which involve 
intentional misconduct or are known to the director to be a 
violation of law; (iii) under KRS 271B.8-330; and (iv) from any 
transaction from which the director derived an improper personal 
benefit.  Any repeal or modification of this Article by the 
shareholders of the Corporation shall not adversely affect any 
limitation on the liability of a director of the Corporation 
with respect to matters arising before the time of such repeal 
or modification.

                                   *   *   *


                             ARTICLES OF AMENDMENT
                                      TO
                           ARTICLES OF INCORPORATION
                                      OF
                             MID-AMERICA BANCORP


            Pursuant to the provisions of KRS 271B.10-030 and KRS 
271B.10-060, the following Articles of Amendment to the Articles 
of Incorporation of MID-AMERICA BANCORP, a  Kentucky corporation 
(the "Corporation") are hereby adopted:

         FIRST:  The name of the Corporation is Mid-America 
     Bancorp.

         SECOND: Article V of the Corporation's Articles of 
     Incorporation is deleted in its entirety and the 
     following is inserted in lieu thereof:


                                 ARTICLE V

                     Number and Authority of Directors

             The Board of Directors shall consist of not fewer 
     than 10 nor more than 21 individuals, with the exact 
     number of individuals within such range to be 
     determined by resolution of the Board of Directors 
     from time to time.  Except as otherwise set forth in 
     the Kentucky Business Corporation Act, the Board of 
     Directors shall have the authority to exercise all the 
     corporate powers of the Corporation and shall manage 
     all of the business and affairs of the Corporation."

             THIRD:  The above designated amendment does not provide 
     for an exchange, reclassification or cancellation 
     of issued shares of stock of the Corporation.

             FOURTH: The designated amendment was adopted by the 
     Corporation's Board of Directors on February 15, 
     1993, and submitted for approval by the 
     Corporation's shareholders.  The Corporation has 
     8,205,358 outstanding shares of common stock, 
     without par value, each such share entitled to 
     vote on the amendment.  6,687,515 shares of the 
     common stock were indisputably represented at a 
     shareholders' meeting held on April 13, 1993 duly 
     called in accordance with the Kentucky Business 
     Corporation Act, with 6,608,991 votes 
     indisputably cast in favor of the designated 
     amendment, such votes being sufficient for 
     approval of the amendment.

Dated:  April 14, 1993.

                                                MID-AMERICA BANCORP


                                                By: /s/ Orson Oliver
                                                    Orson Oliver, President

This instrument was prepared by:



/s/ Carmin Grandinetti            
Carmin D. Grandinetti
GREENEBAUM DOLL & MCDONALD
3300 First National Tower
Louisville, Kentucky  40202
(502) 589-4200



                           ARTICLES OF AMENDMENT
                                 TO THE
                        ARTICLES OF INCORPORATION
                                   OF
                           MID-AMERICA BANCORP


                Pursuant to the provisions of KRS 271B.10-030 and KRS 
271B.10-060, the undersigned corporation executes these Articles 
of Amendment to its Articles of Incorporation:

        FIRST:  The name of the corporation is MID-AMERICA 
BANCORP.

        SECOND: The following amendments to the Articles of 
Incorporation of the corporation were adopted by the 
shareholders of the corporation in the manner prescribed by the 
Kentucky Business Corporation Act:

        First Amendment.  Article V of the Articles of 
Incorporation is amended to read in its entirety as follows:

                          ARTICLE V

                 Number and Authority of Directors

        The Board of Directors shall consist of not fewer 
     than 10 nor more than 21 individuals, with the exact 
     number of individuals within such range to be 
     determined by resolution of the Board of Directors 
     from time to time.  The directors shall be divided 
     into three classes as nearly equal in number as may 
     be.  At the annual meeting of share- holders in 1994, 
     one class of five directors shall be elected for a 
     one-year term, one class of six directors shall be 
     elected for a two-year term, and one class of six 
     directors shall be elected for a three-year term.  
     Commencing with the annual meeting of shareholders in 
     1995 and at each succeeding annual meeting, successors 
     to the class of directors whose terms expire at such 
     meeting shall be elected for a three-year term.  If 
     the number of directors is changed, any increase or 
     decrease in directors shall be apportioned among the 
     classes so as to maintain the number of directors 
     comprising each class as nearly equal as possible.  
     Any additional directors of a class shall hold office 
     for a term which will coincide with the remaining term 
     of the other directors of the class.  Except as 
     otherwise set forth in the Kentucky Business 
     Corporation Act, the Board of Directors shall have the 
     authority to exercise all the corporate powers of the 
     Corporation and shall manage all of the business and 
     affairs of the Corporation.


        Second Amendment.  Article IV of the Articles of 
Incorporation is amended to read in its entirety as follows:

                         ARTICLE IV

        The total number of shares of all classes of 
     capital stock which the Corporation shall have the 
     authority to issue is 12,750,000 shares which shall be 
     divided into two classes as follows:

        12,000,000 shares of Common Stock, having no par 
     value per share; and

        750,000 shares of Preferred Stock, having no par 
     value per share.

        The designations, voting powers, preferences and 
     relative, participating, optional or other special 
     rights, qualifications, limitations or restrictions of 
     the above classes of stock shall be as follows:

        (a)     The Common Stock shall be without 
     distinction as to powers, preferences and rights and 
     such stock may be issued for such consideration as 
     shall from time to time be fixed by the Board of 
     Directors.

        (b)     Subject to the preferential rights of the 
     Preferred Stock, the holders of the Common Stock shall 
     be entitled to receive, to the extent permitted by 
     law, such dividends as may be declared from time to 
     time by the Board of Directors.

        (c)     Each holder of Common Stock shall have one 
     vote in respect of each share of Common Stock held by 
     such shareholder of record on the books of the 
     Corporation on all matters voted upon by the 
     stockholders except that at each election for 
     directors, each holder of Common Stock entitled to 
     vote at such election shall have the right to cast as 
     many votes in the aggregate as equal the total number 
     of shares of Common Stock held by such shareholder 
     multiplied by the number of directors to be elected at 
     such election; and each such shareholder may cast the 
     whole number of votes for one candidate, or distribute 
     such votes among two or more candidates.

        (d)     The Board of Directors of the Corporation is 
     hereby expressly authorized to issue shares of 
     Preferred Stock, from time to time, in such series, 
     and with such designations, preferences and relative, 
     participating, optional or other special rights, and 
     qualifications, limitations or restrictions thereof, 
     as shall be stated and expressed in the resolution or 
     resolutions providing for the issue of such stock 
     adopted by the Board of Directors, and as are not 
     stated or expressed in this Certificate of 
     Incorporation or any amendment thereto including 
     determination of any of the following:

                (1)     The rate of dividend;

                (2)     Whether shares may be redeemed and, if 
     so, the redemption price and the terms and conditions 
     of redemption;

                (3)     The amount payable upon shares in event 
     of voluntary or involuntary liquidation;

                (4)     Sinking fund provisions, if any, for 
     the redemption or purchase of shares;

                (5)     The terms and conditions, if any, on 
     which shares may be converted;

                (6)     Voting rights, if any;

                (7)     The stated value of the shares of each 
     series;

                (8)     The distinctive serial designation and 
     the number of shares constituting a series; and

                (9)     Any other preferences, privileges and 
     powers, and relative, participating, or other special 
     rights, and qualifications, limitations or 
     restrictions of such series permitted by the laws of 
     the Commonwealth of Kentucky, as the Board of 
     Directors may deem advisable and as shall not be 
     inconsistent with the provisions of the Certificate of 
     Incorporation.

        THIRD:  Neither of the amendments provides for an exchange, 
reclassification or cancellation of issued shares.

        FOURTH:  The date of the adoption of each of the amendments 
was April 21, 1994.

        FIFTH:  The amendments were approved at a meeting of 
shareholders.  The designation, number of outstanding shares, 
number of votes entitled to be cast by the sole voting group 
entitled to vote separately on each of the amendments and number 
of votes indisputably represented at the meeting are as follows:

  Designation   Number of    Number of Votes    Number of Votes
               Outstanding    Entitled to be      Indisputably
                  Shares           Cast        Represented at the
                             by Sole Voting         Meeting
                                  Group

Common Stock    8,518,866       8,518,866           7,416,226


        SIXTH:  The total number of votes cast for and against each 
of the amendments to the Articles of Incorporation by the sole 
voting group entitled to vote separately thereon is as follows:

                For the amendment to Article V:

                                Votes Cast For          Votes Cast Against

                                     6,073,763                 575,060

                For the amendment to Article IV:

                                Votes Cast For          Votes Cast Against

                                     7,192,556                 140,142


Dated this 10th day of March, 1995.

                                                MID-AMERICA BANCORP


                                                By /s/ Orson Oliver
                                                   Orson Oliver, President


THIS INSTRUMENT PREPARED BY:


/s/ Cynthia W. Young          
Cynthia W. Young
WYATT, TARRANT & COMBS
Citizens Plaza
Louisville, Kentucky  40202
(502) 589-5235









                         ARTICLES OF AMENDMENT
                               TO THE
          AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                 OF
                         MID-AMERICA BANCORP

        Pursuant to KRS 271B.6-010(3) and KRS 271B.6-020(4), these 
Articles of Amendment to the Amended and Restated Articles of 
Incorporation of Mid-America Bancorp (the "Corporation") are 
being delivered to the Kentucky Secretary of State for filing. 
The information required by KRS271B.6-020(4) is as follows:

     FIRST:  The name of the Corporation is Mid-America 
Bancorp

     SECOND: These Articles of Amendment amend current ARTICLE 
IV of the Corporation's Amended and Restated Articles of 
Incorporation by establishing a new Junior Participating 
Preferred Stock.  As amended, a new subsection (e) shall be 
added to ARTICLE IV, which subsection (e) shall read in its 
entirety as follows:

     "(e)    Junior Participating Preferred Stock.

          (1)     Designation.  The designation of the series 
     of the Preferred Stock created by the Board of 
     Directors shall be "1998A Junior Participating 
     Preferred Stock (hereinafter called this "Series") and 
     the number of shares constituting this Series one 
     hundred twenty thousand (120,000).

          (2)     Dividends.

          (A)     Subject to the prior and superior rights of the 
holders of any shares of any series of Preferred Stock ranking 
prior and superior to the shares of this Series with respect to 
dividends, the holders of shares of this Series shall be 
entitled to receive, when and as declared by the Board of 
Directors out of funds legally available for the purpose, 
quarterly dividends payable in cash on March 31, June 30, 
September 30 and December 31 of each year (each such date being 
referred to herein as a "Quarterly Dividend Payment Date"), 
commencing on the first Quarterly Dividend Payment Date after 
the first issuance of a share or fraction of a share of this 
Series, in an amount per share (rounded to the nearest cent) 
equal to the greater of (A) $1.00 or (B) subject to the 
provision for adjustment hereinafter set forth, 100 times the 
aggregate per share amount of all cash dividends, and 100 times 
the aggregate per share amount (payable in kind) of all non-cash 
dividends or other distributions other than a dividend payable 
in shares of Common Stock or a subdivision of the outstanding 
shares of Common Stock (by reclassification or otherwise), 
declared on the Common Stock of the Corporation (the "Common 
Stock") since the immediately preceding Quarterly Dividend 
Payment Date, or, with respect to the first Quarterly Dividend 
Payment Date, since the first issuance of any share or fraction 
of a share of this Series. If the Corporation shall at any time 
after March 13, 1998 (the "Rights Declaration Date") (i) declare 
any dividend on Common Stock payable in shares of Common Stock, 
(ii) subdivide the outstanding Common Stock, or (iii) combine 
the outstanding Common Stock into a smaller number of shares, 
then in each such case the amount to which holders of shares of 
this Series were entitled immediately before such event under 
clause (B) of the preceding sentence shall be adjusted by 
multiplying such amount by a fraction the numerator of which is 
the number of shares of Common Stock outstanding immediately 
after such event and the denominator of which is the number of 
shares of Common Stock that were outstanding immediately before 
such event (the "Adjustment Ratio").

            (B)     The Corporation shall declare a dividend or 
distribution on this Series as provided in clause (A) of the 
preceding paragraph (1) immediately after it declares a dividend 
or distribution on the Common Stock (other than a dividend 
payable in shares of Common Stock); provided that, in the event 
no dividend or distribution shall have been declared on the 
Common Stock during the period between any Quarterly Dividend 
Payment Date and the next subsequent Quarterly Dividend Payment 
Date, a dividend of $1.00 per share on this Series shall 
nevertheless be payable on such subsequent Quarterly Dividend 
Payment Date.

            (C)     Dividends shall begin to accrue and be cumulative 
on outstanding shares of this Series from the Quarterly Dividend 
Payment Date next preceding the date of issue of such shares of 
this Series unless the date of issue of such shares is before 
the record date for the first Quarterly Dividend Payment Date, 
in which case dividends on such shares shall begin to accrue 
from the date of issue of such shares, or unless the date of 
issue is a Quarterly Dividend Payment Date or is a date after 
the record date for the determination of holders of shares of 
this Series entitled to receive a quarterly dividend and before 
such Quarterly Dividend Payment Date, in either of which events 
such dividends shall begin to accrue and be cumulative from such 
Quarterly Dividend Payment Date. Accrued but unpaid dividends 
shall not bear interest. Dividends paid on the shares of this 
Series in an amount less than the total amount of such dividends 
at the time accrued and payable on such shares shall be 
allocated pro rata on a share-by-share basis among all such 
shares at the time outstanding.  The Board of Directors may fix 
a record date for the determination of holders of shares of this 
Series entitled to receive payment of a dividend or distribution 
declared thereon, which record date shall be no more than 30 
days before the date fixed for the payment thereof.

            (D)     No full dividends shall be declared or paid or 
set apart for payment on the Preferred Stock of any series 
ranking. as to dividends. on a parity with or junior to this 
Series for any period unless full cumulative dividends have been 
or contemporaneously are declared and a sum sufficient for the 
payment thereof set apart for such payment on this Series for 
all dividend payment periods terminating on or prior to the date 
of payment of such full cumulative dividends. When dividends are 
not paid in full, as aforesaid, upon the shares of this Series 
and any other Preferred Stock ranking on a parity as to 
dividends with this Series, all dividends declared upon shares 
of this Series and any other Preferred Stock ranking on a parity 
as to dividends with this Series shall be declared pro rata so 
that the amount of dividends declared per share on this Series 
and such other Preferred Stock shall in all cases bear to each 
other the same ratio that accrued dividends per share on the 
shares of this Series and such other Preferred Stock bear to 
each other. Holders of shares of this Series shall not be 
entitled to any dividends, whether payable in cash- property or 
stock, in excess of full cumulative dividends, as herein 
provided, on this Series. No interest, or sum of money in lieu 
of interest, shall be payable in respect of any dividend payment 
or payments on this Series that may be in arrears.

            (E)      So long as any shares of this Series are 
outstanding no dividend (other than a dividend in Common Stock 
or in any other stock ranking junior to this Series as to 
dividends and upon liquidation and other than as provided in 
subsection (e)(2)(D) shall be declared or paid or set aside for 
payment or other distribution declared or made upon the Common 
Stock or upon any other stock ranking junior to or on a parity 
with this Series as to dividends or upon liquidation. nor shall 
any Common Stock or any other stock of the Corporation ranking 
junior to or on a parity with this Series as to dividends or 
upon liquidation be redeemed, purchased or otherwise acquired 
for any consideration (or any moneys be paid to or made 
available for a sinking fund for the redemption of any shares of 
any such stock) by the Corporation (except by conversion into or 
exchange for stock of the Corporation ranking junior to this 
Series as to dividends and upon liquidation) unless, in each 
case, the full cumulative dividends on all outstanding shares of 
this Series shall have been paid for all past dividend payment 
periods.

    (3)     Conversion or Exchange. The holders of shares of this 
Series shall not have any rights to convert such shares into or 
exchange such shares for shares of any other class or classes or 
of any other series of any class or classes of capital stock of 
the Corporation.

    (4)     Voting Rights.  The holders of shares of a Series 
1998A Junior Participating Preferred Stock shall have the 
following voting rights:

            (A)     Each share of Series 1998A Junior Participating 
Preferred Stock shall entitle the holder thereof to a number of 
votes equal to 100 multiplied by the Adjustment Ratio on all 
matters submitted to a vote of the stockholders of the 
Corporation.  

            (B)     Except as required by law or the Corporation's 
Articles of Incorporation, holders of Series 1998A Junior 
Participating Preferred Stock shall have no special voting 
rights and their consent shall not be required (except to the 
extent they are titled to vote with holders of Common Stock as 
set forth herein) for taking any corporate action.

    (5)      Liquidation Rights.

            (A)     Upon the dissolution, liquidation (voluntary or 
otherwise), or winding up of the Corporation, the holders of the 
shares of this Series shall be entitled to receive out of the 
assets of the Corporation, before any payment of distribution 
shall be made on the Common Stock, or on any other class of 
stock ranking junior to the Preferred Stock upon liquidation, 
the amount of $7,500.00 per share, plus a sum equal to all 
dividends (whether or not earned or declared) on such shares 
accrued and unpaid thereon to the date of final distribution 
(the "Liquidation Preference"). Following the payment of the 
full amount of the Liquidation Preference, no additional 
distributions shall be made to the holders of shares of this 
Series unless, prior thereto, the holders of shares of Common 
Stock shall have received an amount per share (the "Common 
Adjustment") equal to the quotient obtained by dividing (i) the 
Liquidation Preference by (ii) 100 (as appropriately adjusted as 
set forth in subsection (e)(5)(B) below to reflect such events 
as stock splits. stock dividends and recapitalizations with 
respect to the Common Stock) (such number in clause (ii), the 
"Adjustment Number"). Following the payment of the full amount 
of the Liquidation Preference and the Common Adjustment in 
respect of all outstanding shares of Junior Participating 
Preferred Stock and Common Stock, respectively, holders of this 
Series and holders of Common Stock shall receive their ratable 
and proportionate share of the remaining assets to be 
distributed in the ratio of the Adjustment Number to 1 with 
respect to such Preferred Stock and Common Stock, on a per share 
basis, respectively.

            (B)     If the Corporation shall at any time after the 
Rights Declaration Date (i) declare any dividend on Common Stock 
payable in shares of Common Stock, (ii) subdivide the 
outstanding Common Stock, or (iii) combine the outstanding, 
Common Stock into a smaller number of shares, then in each such 
case the Adjustment Number in effect immediately before such 
event shall be adjusted by multiplying such Adjustment Number by 
a fraction the numerator of which is the number of shares of 
Common Stock outstanding immediately after such event and the 
denominator of which is the number of shares of Common Stock 
that were outstanding immediately before such event.

            (C)     The sale, conveyance, exchange or transfer (for 
cash, shares of stock, securities or other consideration) of all 
or substantially all the property and assets of the Corporation 
shall be deemed a voluntary, dissolution, liquidation or winding 
up of the Corporation for the purposes of this subsection 
(e)(5), but the merger or consolidation of the Corporation into 
or with another corporation or the merger or consolidation of 
any other corporation into or with the Corporation, shall not be 
deemed to be a dissolution, liquidation or winding up, 
voluntarily or involuntarily, for the purposes of this 
subsection (e)(5).

            (D)     After the payment to the holders of the shares of 
this Series of the full preferential amounts provided for in 
this subsection (e)(5), the holders of this Series as such shall 
have no right or claim to any of the remaining assets of the 
Corporation.

            (E)     If the assets of the Corporation available for 
distribution to the holders of shares of this Series upon any 
dissolution, liquidation or winding up of the Corporation, 
whether voluntary or involuntary, shall be insufficient to pay 
in full all amounts to which such holders are entitled pursuant 
to subsection (e)(5)(A), no such distribution shall be made on 
account of any shares of any other class or series of Preferred 
Stock ranking on a parity with the shares of this Series upon 
such dissolution, liquidation or winding up unless proportionate 
distributive amounts shall be paid on account of the shares of 
this Series, ratably, in proportion to the full distributable 
amounts for which holders of all such parity shares are 
respectively entitled upon such dissolution, liquidation or 
winding up. If, however, there are not sufficient assets 
available to permit payment in full of the Common Adjustment, 
then such remaining assets shall be distributed ratably to the 
holders of Common Stock.

    (6)     Priority.       For purposes of this resolution, any 
stock of any class or classes of the Corporation shall be deemed 
to rank:

            (A)      prior to the shares of this Series, either as to 
dividends or upon
liquidation, if the holders of such class or classes shall be 
entitled to the receipt of dividends or of amounts distributable 
upon dissolution, liquidation or winding up of the Corporation, 
as the case may be, in preference or priority to the holders of 
shares of this Series;

            (B)     on a parity with shares of this Series. either as 
to dividends or upon liquidation, whether or not the dividend 
rates, dividend payment dates or redemption or liquidation 
prices per share or sinking fund provisions, if any, be 
different from those of this Series, if the holders of such 
stock shall be entitled to the receipt of dividends or of 
amounts distributable upon dissolution, liquidation or winding 
up of the Corporation, as the case may be, in proportion to 
their respective dividend rates or liquidation prices, Without 
preference or priority, one over the other, as between the 
holders of such stock and the holders of shares of this Series; 
and

            (C)     junior to shares of this Series, either as to 
dividends or upon liquidation, if the holders of shares of this 
Series shall be entitled to receipt of dividends or of amounts 
distributable upon dissolution, liquidation or winding up of the 
Corporation, as the case may be. in preference or priority to 
the holders of shares of such class or classes. "

     THIRD:  These Articles of Amendment were duly adopted by 
the Corporation's Board of Directors on February 23, 1998. 
Shareholder approval was not required.

                                                        / S /
                                                        Bertram W. Klein
                                                        Chairman of the Board

                                                        Date: March 2, 1998


                         ARTICLES OF AMENDMENT
                               TO THE
             AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                 OF
                          MID-AMERICA BANCORP 

        These Articles of Amendment to the Amended and Restated 
Articles of Incorporation of Mid-America Bancorp (the 
"Corporation") are being delivered to the Kentucky Secretary of 
State for filing pursuant to KRS 271B.10-060.   The information 
required by KRS 271B.10-060 is as follows:

     FIRST:   The name of the Corporation is Mid-America 
Bancorp.

     SECOND:  These Articles of Amendment amend the 
Corporation's Amended and Restated Articles of Incorporation by 
adding new ARTICLES IX, X and XI (the "Amendments"), which read 
in their entirety as
follows:

                             ARTICLE IX

                     Certain Voting Requirements

     (a)  In addition to any other requirements required by 
          law or these Articles of Incorporation, except as 
          specified in (b) below, a vote of the holders of 
          at least seventy-five percent (75%) of the number 
          of outstanding shares of each class of the 
          capital stock of the Corporation shall be 
          required to approve:

          (i)     The sale of all or substantially all of the 
          assets of the Corporation;

          (ii)    The sale of all or substantially all of the 
          assets of any Subsidiary;

          (iii)   The sale of all or part of the shares 
          of any Subsidiary owned by the Corporation;

          (iv)    The distribution, by way of spinoff, 
          dividend or other similar transaction of any 
          shares of any Subsidiary or any assets 
          thereof;

          (v)     Any merger or share exchange to which the 
          Corporation or any Subsidiary is a party;

          (vi)    Any split-off or split-up of the 
          Corporation; or

          (vii)A plan of dissolution of the Corporation.

     (b)  The voting requirements of this Article shall not 
          apply to a transaction specified in (a)(i) 
          through (a)(vii) where:


          (i)     Any other provision of law or these Articles 
          specifies a higher voting requirement, 
          including, without limitation, Article X 
          ["Business Combinations"] and KRS 271B.12-
          210; or 

          (ii)    The proposed action has received the 
          approval of a majority of the directors of 
          the Corporation then holding office.

     (c)  For purposes of this Article, "Subsidiary" shall 
          mean any corporation more than 50 % of whose 
          outstanding stock having voting power in the 
          election of directors is owned, directly or 
          indirectly, by the Corporation or by a Subsidiary 
          or by the Corporation and one or more 
          Subsidiaries.

                        ARTICLE X

                  Business Combinations

        The requirements of a shareholder vote and board 
     approval in Section 271B.12-210 of the Kentucky 
     Revised Statutes (the "Business Combinations Statute") 
     shall apply only to any Business Combination of the 
     Corporation with a person who becomes an Interested 
     Shareholder of the Corporation at any time after the 
     effective time of this Article X pursuant to KRS 271B. 
     1-230. For purposes of this Article X, "Business 
     Combination" and "Interested Shareholder" shall have 
     the meanings set forth in the Business Combinations 
     Statute; provided, however that a person who 
     beneficially owns 10% or more of the voting power of 
     outstanding voting stock of the Corporation at the 
     effective time of this Article X shall not become an 
     Interested Shareholder unless and until such time as 
     such person shall become the beneficial owner of 24% 
     or more of the voting power of outstanding voting 
     stock of the Corporation solely as a result of such 
     person's acquiring beneficial ownership of additional 
     shares of voting stock of the Corporation (other than 
     shares acquired as a result of the death of a parent 
     or spouse or acquired pursuant to a profit-sharing, 
     stock-based incentive compensation or other employee 
     benefit plan maintained by the Corporation, to a 
     dividend or distribution paid or made by the 
     Corporation on the outstanding voting stock in shares 
     of the same class of stock, or to a split or 
     subdivision of the outstanding voting stock).

                            ARTICLE XI

              Amendment or Repeal of Certain Articles

     (a)  Certain Definitions. For the purposes of this 
          Article:

          (i)     A "Person" shall mean any individual, firm, 
          trust, estate, corporation or business 
          organization.

          (ii)    "Interested Shareholder" shall mean any 
          Person (other than the Corporation or any 
          Subsidiary) who or which:

               (1)     becomes the beneficial owner, directly 
               or indirectly, of more than 15 % of the 
               combined voting power of the then 
               outstanding shares of Voting Stock 
               after the date this Article takes 
               effect; or

               (2)     beneficially owns, directly or 
               indirectly, more than 15 % of the 
               combined voting power of the then 
               outstanding shares of Voting Stock at 
               the date this Article takes effect, but 
               only if, and at such time as, the 
               Person becomes the beneficial owner of 
               24% or more of the outstanding shares 
               of Voting Stock solely as a result of 
               such Person's acquiring beneficial 
               ownership of additional shares of 
               Voting Stock (other than shares 
               acquired as a result of the death of a 
               parent or spouse or acquired pursuant 
               to a profit-sharing, stock-based 
               incentive compensation or other 
               employee benefit plan maintained by the 
               Corporation, to a dividend or 
               distribution paid or made by the 
               Corporation on the outstanding Voting 
               Stock in shares of the same class of 
               stock, or to a split or subdivision of 
               the outstanding Voting Stock); or 

               (3)     is an Affiliate of the Corporation, 
               became the beneficial owner (directly 
               or indirectly) of more than 15 % of the 
               combined voting power of the then 
               outstanding shares of Voting Stock 
               after the date this Article takes 
               effect, and at any time within the 
               two-year period immediately prior to 
               the date in question was the beneficial 
               owner (directly or indirectly) of 15 % 
               or more of the combined voting power of 
               the then outstanding shares of Voting 
               Stock; or

               (4)     is an assignee of or has otherwise 
               succeeded to the beneficial ownership 
               of any shares of Voting Stock that were 
               at any time within the two-year period 
               immediately prior to the date in 
               question beneficially owned by any 
               Interested Shareholder, if such 
               assignment or succession shall have 
               occurred in the course of a transaction 
               or series of  transactions not 
               involving a public offering within the 
               meaning of the Securities Act of 1933.

          (iii)   A Person shall be a "beneficial owner" 
          of any Voting Stock:

               (1)     which such Person or any of its 
               Affiliates or Associates beneficially 
               owns, directly or indirectly; or

               (2)     which such Person or any of its 
               Affiliates or Associates has (A) the 
               right to acquire (whether such right is 
               exercisable immediately or only after 
               the passage of time), pursuant to any 
               agreement, arrangement or understanding 
               or upon the exercise of conversion 
               rights, exchange rights, warrants or 
               options, or otherwise, or (B) the right 
               to vote or direct the vote pursuant to 
               any agreement, arrangement or 
               understanding; or 

               (3)     which are beneficially owned, directly 
               or indirectly, by any other Person with 
               which such Person or any of its 
               Affiliates or Associates has any 
               agreement, arrangement or understanding 
               for the purpose of acquiring, holding, 
               voting or disposing of any shares of 
               Voting Stock.

          (iv)    For the purposes of determining whether a 
          person is an Interested Shareholder pursuant 
          to (a) (ii) of this Article, the number of 
          shares of Voting Stock deemed to be 
          outstanding shall include shares deemed 
          owned through application of (a)(iii) of 
          this Article but shall not include any other 
          shares of Voting Stock that may be issuable 
          pursuant to any agreement, arrangement or 
          understanding, or upon exercise of 
          conversion rights, warrants or options, or 
          otherwise.

          (v)     "Affiliate" and "Associate" shall have the 
          respective meanings ascribed to such terms 
          in Rule l2b-2 of the General Rules and 
          Regulations under the Securities Exchange 
          Act of 1934, as in effect on January 1, 
          1998

          (vi)    "Subsidiary" shall mean any corporation more 
          than 50% of whose outstanding stock having 
          ordinary voting power in the election of 
          directors is owned, directly or indirectly, 
          by the Corporation or by a Subsidiary or by 
          the Corporation and one or more 
          Subsidiaries; provided, however, that for 
          the purposes of the definition of Interested 
          Shareholder set forth in (a)(ii) of this 
          Article, the term "Subsidiary" shall mean 
          only a corporation of which a majority of 
          each class of equity security is owned, 
          directly or indirectly, by the Corporation.

          (vii)"Disinterested Director" shall mean (1) any 
          member of the Board of Directors of the 
          Corporation who is unaffiliated with, and 
          not a nominee of, the Interested Shareholder 
          and was a member of the Board prior to the 
          time that the Interested Shareholder became 
          an Interested Shareholder, or (2) any 
          successor of a Disinterested Director who is 
          unaffiliated with, and not a nominee of, the 
          Interested Shareholder and who is 
          recommended to succeed a Disinterested 
          Director by a majority of Disinterested 
          Directors then on the Board of Directors.

          (viii)"Voting Stock" shall mean the voting power 
          of the then outstanding shares of all 
          classes and series of the Corporation 
          entitled to vote generally in the election 
          of directors.
     (b)     Notwithstanding anything in these Articles of 
     Incorporation to the contrary and in addition to 
     any affirmative vote required by law, the 
     affirmative vote of the Required Proportion (as 
     defined below) of Voting Stock shall be required 
     to alter, amend, or repeal Articles V [Number and 
     Authority of Directors], VI [Indemnification], 
     VII [Consideration of Certain Factors], VIII 
     [Limitation of Director Liability], IX [Certain 
     Voting Requirements], X [Business Combinations], 
     or XI [Amendment or Repeal of Certain Articles] 
     of these Articles of Incorporation or to adopt 
     any provision inconsistent therewith.

     (c)     For purposes of paragraph (b) of this Article, 
     the Required Proportion shall be calculated by 
     dividing (i) the sum of (1) the number of shares 
     of Voting Stock beneficially owned by any 
     Interested Shareholder, directly or indirectly, 
     plus (2) seventy percent (70%) of all the 
     remaining shares of Voting Stock not beneficially 
     owned by any Interested Shareholder, directly or 
     indirectly, by (ii) the total number of shares of 
     Voting Stock.

     (d)     A majority of the Disinterested Directors of the 
     Corporation shall have the power and duty to 
     determine, on the basis of information known to 
     them after reasonable inquiry, all facts 
     necessary to determine compliance with this 
     Article, including, without limitation, (i) 
     whether a Person is an Interested Shareholder, 
     (ii) the number of shares of Voting Stock 
     beneficially owned by any Person, (iii) whether a 
     Person is an Affiliate or Associate of another 
     Person and whether a director is unaffiliated 
     with an Interested Shareholder, and (iv) whether 
     the requirements of paragraph (b) of this Article 
     have been met with respect to any shareholder 
     vote specified therein. The good faith 
     determination of a majority of the Disinterested 
     Directors on such matters shall be conclusive and 
     binding for all purposes of this Article.

THIRD:  None of the Amendments provides for an exchange, 
reclassification, or cancellation of issued shares.

FOURTH:         The Amendments were adopted by holders of the 
Corporation's common stock, the Corporation's sole class of 
issued and outstanding shares, at the Corporation's 1998 Annual 
Meeting of Shareholders (the " 1998 Annual Meeting") on April 
16, 1998. There were 9,890,490 shares of common stock issued, 
outstanding and entitled to vote at the 1998 Annual Meeting, of 
which 8,404,825 shares were indisputably represented at the 1998 
Annual Meeting. The total number of shares of common stock cast 
for, against, abstaining from, or not voted upon the proposals 
to approve each of the Amendments at the 1998 Annual Meeting 
were as follows:

                          For       Against     Abstain     Not Voted

ARTICLE IX            6,250,769     499,935     31,865      1,622,256

ARTICLE X             6,276,701     480,379     47,236      1,600,509

ARTICLE XI            6,243,756     508,445     30,368      1,622,256


                                         - S -
                                         Bertram W. Klein
                                         Chairman of the Board

                                         Date:  January 5, 1999

                                         - S -
                                         Gail Mount
                                         Secretary

                                         Date: January 5, 1999