MID AM INC, 10-K, 1997-03-13

MID AM INC
10-K, 1997-03-13
NATIONAL COMMERCIAL BANKS

Previous: LTX CORP, 10-Q, 1997-03-13

Next: LASER MASTER INTERNATIONAL INC, 10KSB, 1997-03-13

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

FORM 10-K

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1996

Commission File No. 0-10585

Mid Am, Inc.
(Exact Name of Registrant as Specified in its Charter)

Ohio 34-1580978
(State of Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification Number)

221 South Church Street, Bowling Green, Ohio 43402
(Address of Principal Executive Office) (Zip Code)

(419) 327-6300
(Registrant's Telephone Number)

Securities registered pursuant to Section 12 (b) of the Act:None
Securities registered pursuant to Section 12 (g) of the Act:

Common Stock, without par value
(Title of class)

$1.8125 Cumulative Convertible Preferred Stock, Series A, without
par value
(Title of class)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [ X ] No [ ]

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

Based on the closing sales price of February 28, 1997 the
aggregate market value of the voting stock held by nonaffiliates
of the Registrant was approximately $300,187,000.

The number of shares outstanding of the Registrant's common
stock, without par value was 20,966,344 at February 28, 1997.

DOCUMENTS INCORPORATED BY REFERENCE* WHERE INCORPORATED

Annual Report Supplement to Shareholders
for year ended December 31, 1996 Parts II and IV

Definitive Proxy Statement dated
February 21, 1997, for the Annual
Meeting of Shareholders to be held
April 11, 1997, and filed with the
Securities and Exchange Commission
on or about February 21, 1997 Part II

*As stated under various items of this report, only specified
portions of such documents are incorporated by reference herein.

INDEX

10-K
Page
PART I
Item 1. Business ........................................ 3

Item 2. Properties ...................................... 10

Item 3. Legal Proceedings ............................... 11

Item 4. Submission of Matters to a Vote of Security
Holders ......................................... 11

PART II
Item 5. Market for Registrant's Common Stock and Related
Shareholder Matters ............................. 11

Item 6. Selected Financial Data ......................... 11

Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations ............. 12

Item 8. Financial Statements and Supplementary Data ..... 12

Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure ............. 12

PART III
Item 10. Directors and Executive Officers of Registrant .. 12

Item 11. Executive Compensation .......................... 16

Item 12. Security Ownership of Certain Beneficial Owners
and Management .................................. 16

Item 13. Certain Relationships and Related Transactions .. 16

PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K ............................ 17

Signatures ............................................... 20

Exhibit Index ............................................ 22

PART I

Item 1. INFORMATION ABOUT MID AM, INC.

Mid Am, Inc. (the "Company"), a financial services holding
company, has five bank subsidiaries with a total of 89 banking
offices located in western Ohio along the Interstate 75 corridor
and in southern Michigan. The Company also owns seven financial
services subsidiaries which engage in lines of business which are
closely related to banking. Based on total assets as of December
31, 1996, the Company was the 9th largest bank holding company in
Ohio. Through its banking subsidiaries, the Company offers a
wide range of lending, depository, trust, and related financial
services to individual and business customers. Through its
financial services subsidiaries, the Company offers speciality
lending, investment, collection and related financial services to
individual and business customers.

The Holding Company

Mid Am, Inc. is an Ohio corporation and registered bank holding
company, formed in 1988 in conjunction with the affiliation of
Mid American National Bank and Trust Company and First National
Bank Northwest Ohio. The Company's corporate philosophy is to
encourage its subsidiaries to operate as locally-oriented,
community-based financial service affiliates, augmented by
experienced, centralized support from the Company in selected
critical areas. This local market orientation is reflected in
the bank subsidiaries' boards of directors and branch banking
centers, which generally have advisory boards comprised of local
business persons, professionals and other community
representatives, that assist the banking centers in responding to
local banking needs. The bank subsidiaries concentrate on
customer service and business development, while relying upon the
support of the Company in identifying operational areas that can
be effectively centralized without sacrificing the benefits of a
local orientation. Primary candidates for centralization are
those functions which are not readily visible to customers and
those which are critical to risk management. Asset quality
review, data processing, loan and deposit processing, certain
mortgage banking activities, financial reporting, internal audit,
compliance and funds management are among the functions which are
managed at the holding company level.

The Company's market area is economically diverse, with a base
of manufacturing, service industries, transportation and
agriculture, and is not dependent upon any single industry or
employer. Similarly, the Company's customer base is diverse,
and the Company and its subsidiaries are not dependent upon any
single industry or upon any single customer.

Mid Am, Inc.'s strategic plan includes expansion and market
diversification through internal growth and acquisitions of
financial institutions and branches. The Company seeks
acquisition partners with experienced management, which have
significant market presence or have potential for improved
profitability through financial management, economies of scale
and expanded services. The Company also plans to devote
significant resources toward the growth of its fee-based income
in the future through internal business formations or through
non-bank acquisitions.

There is significant competition in the financial services
industry in western Ohio among commercial banks. As a result of
the deregulation of the financial services industry, the Company
also competes with other providers of financial services such as
savings and loan associations, credit unions, consumer finance
companies, securities firms, insurance companies, commercial
finance and leasing companies, the mutual funds industry, full
service brokerage firms and discount brokerage firms. Some of
the Company's competitors, including certain regional bank
holding companies which have made acquisitions in the Company's
market area, have substantially greater resources than that of
the Company, and as such, may have higher lending limits and may
offer other services not available through the bank and non-bank
subsidiaries. The bank and non-bank subsidiaries compete on the
basis of rates of interest charged on loans, the rates of
interest paid for funds, the availability of services and the
responsiveness to the needs of its customers.

The Company's executive offices are located at 221 South Church
Street, Bowling Green, Ohio, and its telephone number is
(419)327-6300.

The Bank Subsidiaries

Mid American National Bank and Trust Company ("Mid Am Bank"),
headquartered in Toledo, Ohio, was formed in 1952 and is the
largest subsidiary of the Company with total assets of $849
million at December 31, 1996. Through its 36 banking centers in
northwest Ohio, Mid Am Bank concentrates primarily on commercial
lending and residential mortgage lending.

First National Bank Northwest Ohio ("First National"),
headquartered in Bryan, Ohio, was founded in 1933 and joined Mid
Am Bank in 1988 with the formation of the Company. First
National is a leading residential mortgage lender in the
northwest corner of Ohio. First National had total assets of
$527 million at December 31, 1996, and operates through 20
banking centers.

American Community Bank, N. A., Lima, Ohio ("AmeriCom"), was
formed in 1992 as a result of the merger of a commercial bank
and a thrift subsidiary of the Company. AmeriCom, with total
assets of $382 million at December 31, 1996, emphasizes
residential mortgage and consumer lending, and serves the west-
central Ohio market through 13 banking centers.

AmeriFirst Bank, N.A., Xenia, Ohio ("AmeriFirst"), was chartered
in 1993 in connection with the conversion of two thrift
subsidiaries of the Company into a national bank subsidiary.
AmeriFirst operated 14 banking centers in the southwestern
portion of Ohio and had total assets of $262 million at December
31, 1996. On February 14, 1997, AmeriFirst completed the sale of
seven of its branches with deposits of approximately $94 million
to another financial institution, and recognized a pre-tax gain
of approximately $8.5 million.

Adrian State Bank ("Adrian") is the Company's Adrian, Michigan
headquartered state-chartered bank, which was acquired by the
Company in 1995. Adrian had total assets of $145 million at
December 31, 1996, and operates 6 banking centers in southeastern
Michigan.

The Financial Services Subsidiaries

Mid Am Recovery Services, Inc. ("MARSI") is the Company's
Florida-based professional recovery services firm, formed in 1996
as a result of the merger of two of the Company's collection
affiliates. MARSI serves various governmental agencies, retail,
insurance and commercial clients primarily in the Southeastern
United States.

MFI Investments Corp., Bryan, Ohio ("MFI") is the Company's
broker/dealer affiliate, which provides its customers investment
services throughout the United States through its 111 registered
representatives. MFI also provides non-depository investment
products to the customers of the Bank Subsidiaries.

Mid Am Credit Corp. ("MACC"), is the Company's specialized
medical financing and leasing unit based in Columbus, Ohio.
Beginning with its formation in 1996, MACC has offered medical
equipment and practice acquisition financing to medical
professionals throughout the United States. MACC intends to sell
substantially all of its financing originations to funding
sources in the secondary market.

Mid Am Financial Services, Inc. ("MAFSI") and its subsidiary
Simplicity Mortgage Consultants, Inc. ("Simplicity") is the
Company's consumer finance company headquartered in Indiana.

MAFSI, formed by the Company in connection with the Company's
1996 acquisition of Simplicity, engages in non-conforming
residential mortgage lending for customers with difficult
financing needs, and sells substantially all of its originations
in the secondary market.

Mid Am Private Trust, N.A. ("MAPT"), Cincinnati, Ohio, was formed
in 1997 as the Company's speciality trust bank subsidiary. MAPT
was created to provide families with substantial financial
resources and individual and corporate trustees a unique approach
to fiduciary services through "insourcing" investment managers
and estate planners. MAPT expects to conduct business on a
nationwide basis.

Mid Am Information Services, Inc. ("MAISI") is the Company's data
processing and operations affiliate which, through its Bowling
Green, Ohio-based facility, provides comprehensive back-room
services and support to all of the Company's affiliates.

Price Range of Common Stock and Dividends

The information contained on page S-3 in Shareholder Information
in the Company's 1997 Proxy Statement and 1996 Annual Report
Supplement is incorporated herein by reference in response to
this item.

Supervision and Regulation

Mid Am Bank, First National, AmeriCom, and AmeriFirst, as
national banking associations, are subject to supervision and
regular examination by the Comptroller of the Currency, and as
members of the Federal Reserve System, are subject to the
applicable provisions of the Federal Reserve Act. Adrian, as a
Michigan State-chartered bank, is subject to supervision and
regular examination by the Michigan Financial Institutions Bureau
and the Federal Deposit Insurance Corp. Adrian is not a member
of the Federal Reserve System. The Company's financial service
subsidiaries are subject to various state and federal regulatory
bodies and licensing agencies. MFI is subject to regulations of
the Securities and Exchange Commission and supervision by the
National Association of Securities Dealers as well as various
state securities and insurance regulatory agencies. MARSI, MAFSI
and MACC are subject to various state licensing requirements and
are subject to the regulations of the Federal Reserve Board. The
Company, as a bank holding company, is subject to supervision and
regular examination by the Federal Reserve System. All banking
subsidiaries of the Company are insured by the Federal Deposit
Insurance Corporation, to the extent provided by law, and as such

are subject to the provisions of the Federal Deposit Insuance
Act.

The Company is subject to the provisions of the Bank Holding
Company Act of 1956, as amended (the "Act"), which requires a
bank holding company to register under the Act and to be subject
to supervision and examination by the Board of Governors of the
Federal Reserve System. As a bank holding company, the Company
is required to file with the Board of Governors an annual report
and such additional information as the Board of Governors may
require pursuant to the Act. The Act requires prior approval by
the Board of Governors of the acqusition by a bank holding
company, or any subsidiary thereof, of 5 percent or more of the
voting stock or substantially all the assets of any bank within
the United States. Prior to the passage of FIRREA, it was not
possible for bank holding companies, such as the Company, to
acquire "healthy" thrift institutions. Although such
acquisitions are now authorized, mergers between bank holding
companies and thrift institutions must be approved by the Federal
Reserve Board and the Office of Thrift Supervision. As a bank
holding company located in the State of Ohio, the Company is not
permitted to acquire a bank or other financial institution
located in another state unless such acquisition is specifically
authorized by the statutes of such state, as is the case in
Michigan. The Act further provides that the Board of Governors
shall not approve any such acquisition that would result in a
monopoly or would be in furtherance of any combination or
conspiracy to monopolize or attempt to monopolize the business of
banking in any part of the United States, or the effect of which
may be to substantially lessen competition or to create a
monopoly in any section of the country, or that in any other
manner would be in restraint of trade, unless the anti-
competitive effects of the proposed transaction are clearly
outweighed in the public interest by the probable effect of the
transaction in meeting the convenience and needs of the community
to be served.

The Act also prohibits a bank holding company, with certain
exceptions, from acquiring 5 percent or more of the voting stock
of any company that is not a bank and from engaging in any
business other than banking or performing services for its
banking subsidiaries without the approval of the Board of
Governors. In addition, the acquisition of a thrift institution
must be approved by the Office of Thrift Supervision pursuant to
the savings and loan holding company provisions of the Home
Owners' Loan Act of 1933, as amended by FIRREA. The Board of
Governors is also authorized to approve, among other things, the
ownership of shares by a bank holding company in any company the
activities of which the Board of Governors has determined to be
so closely related to banking or managing or controlling banks as

to be a proper incident thereto. The Board of Governors has, by
regulation, determined that certain activities, including
mortgage banking, operating small loan companies, factoring,
furnishing certain data processing operations, holding or
operating properties used by banking subsidiaries or acquired for
such furture use, providing certain investment and financial
advice, leasing (subject to certain conditions) real or personal
property, providing management consulting advice to certain
depository institutions, providing securities brokerage services,
arranging commercial real estate equity financing, underwriting
and dealing in government obligations and money market
instruments, providing consumer financial counseling, operating a
collection agency, owning and operating a savings association,
operating a credit bureau and conducting certain real estate
investment activities and acting as insurance agent for certain
types of insurance, are closely related to banking within the
meaning of the Act. It also has determined that certain other
activities, including real estate brokerage and syndication, land
development, and property management, are not related to credit
transactions and are not permissible. Each of the non-banking
activities conducted by the Company through its financial
services affiliates are activities which have been deemed by the
Board of Governors to be closely related to banking within the
meaning of the Act.

The Act and the regulations of the Board of Governors prohibit
banks from engaging in certain tie-in arrangements in connection
with any extension of credit, lease or sale of property, or
furnishing of services. The Act also imposes certain
restrictions upon dealing by affiliated banks with the holding
company and among themselves including restrictions on interbank
borrowing and upon dealings in respect to the securities or
obligations of the holding company or other affiliates.

The earnings of banks, and therefore the earnings of the Company
(and its subsidiaries), are affected by the policies of
regulatory authorities, including the Board of Governors of the
Federal Reserve System. An important function of the Federal
Reserve Board is to regulate the national supply of bank credit
in an effort to prevent recession and to restrain inflation.
Among the procedures used to implement these objectives are open
market operations in U.S. Government securities, changes in the
discount rate on member bank borrowings, and changes in reserve
requirements against member bank deposits.

These procedures are used in varying combinations to influence
overall growth and distribution of bank loans, investments and
deposits, and their use also may affect interest rates charged on
loans or paid for deposits.

Monetary policies of the Federal Reserve Board have had a
significant effect on the operating results of commercial banks
in the past and are expected to continue to do so in the future.
The effect, if any, of such policies upon the future business and
earnings of the Company cannot accurately be predicted.

The Company makes no attempt to predict the effect on its
revenues and earnings of changes in general economic, industrial,
and international conditions or in legislation and governmental
regulations.

The Company is a legal entity separate and distinct from its
banking and other subsidiaries. Most of the Company's revenues
result from dividends paid to it by its bank subsidiaries. There
are statutory and regulatory requirements applicable to the
payment of dividends by subsidiary banks as well as by the
Company to its shareholders.

Each national banking association is required by federal law to
obtain the prior approval of the Office of the Comptroller of the
Currency ("OCC") for the declaration and payment of dividends if
the total of all dividends declared by the board of directors of
such bank in any year will exceed the total of (i) such bank's
net profits (as defined and interpreted by regulation) for that
year plus (ii) the retained net profits (as defined and
interpreted by regulation) for the preceding two years, less any
required transfers to surplus. In addition, these banks may only
pay dividends to the extent that retained net profits (including
the portion transferred to surplus) exceed bad debts (as defined
by regulation).

The Company's only state bank, Adrian, may pay dividends only to
the extent they do not exceed the bank's retained net profits
plus the current year's income.

The payment of dividends by the Company and the Company's
subsidiaries is also affected by various regulatory requirements
and policies, such as the requirement to maintain capital at or
above regulatory guidelines. In addition, if, in the opinion of
the applicable regulatory authority, a bank under its
jurisdiction is engaged in or is about to engage in an unsafe or
unsound practice (which, depending on the financial condition of
the bank, could include the payment of dividends), such authority
may require, after notice and hearing, that such bank cease and
desist from such practice. The FRB and the OCC have each
indicated that paying dividends that deplete a bank's capital
base to an inadequate level should be an unsafe and unsound
banking practice. The FRB, the OCC and the FDIC have issued
policy statements which provide that bank holding companies and
insured banks should generally only pay dividends out of current

operating earnings.

The Company has outstanding 1,007,125 shares of cumulative
convertible preferred stock, series A, which has a dividend
preference feature over the Company's common stock.

According to Federal Reserve Board policy, bank holding companies
are expected to act as a source of financial strength to each
subsidiary bank and to commit resources to support each such
subsidiary. This support may be required at times when a bank
holding company may not be able to provide such support. In the
event of a loss suffered or anticipated by the FDIC - either as a
result of default of a banking or thrift subsidiary of the
Company or related to FDIC assistance provided to a subsidiary in
danger of default - the other banking subsidiaries of the Company
may be assessed for the FDIC's loss, subject to certain
exceptions.

Employees

As of December 31, 1996, the Company and its subsidiaries had
approximately 1,045 full-time and 384 part-time employees. The
Company considers its and its Subsidiaries' employee relations to
be good. None of the employees are covered by a collective
bargaining agreement.

Item 2. PROPERTIES

The Company's executive offices are located at an office
building in Bowling Green. The subsidiaries operate 89 banking
centers, of which 72 are owned, 4 are leased from various other
parties and 13 are leased from Bancsites, Inc. ("Bancsites")
under long-term lease agreements. Subsequent to December 31,
1996, the Company sold seven of its branches. Bancsites was a
wholly-owned subsidiary of Mid Am Bank until 1977, when Mid Am
Bank distributed all shares of Bancsites to its shareholders.
Certain senior management officials of Bancsites also serve as
senior management officials of Mid Am Bank. Reference is made to
Note 5 of the Notes to Consolidated Financial Statments contained
in the Company's 1997 Proxy Statement and Annual Report
Supplement, which is incorporated herein by reference in response
to this item.

Item 3. LEGAL PROCEEDINGS

The information contained in Note 13 of the Notes to Consolidated
Financial Statements contained in the Company's 1997 Proxy
Statement and 1996 Annual Report Supplement is incorporated
herein by reference in response to this item.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

PART II

Item 5. MARKET FOR THE REGISTRANT'S COMMON STOCK
AND RELATED SHAREHOLDER MATTERS

The information contained on page S-3 in Shareholder Information
and the information contained in Note 16 of the Notes to
Consolidated Financial Statements contained in the Company's
1997 Proxy Statement and 1996 Annual Report Supplement is
incorporated herein by reference in response to this item. The
information contained on pages 2 through 4 under the caption
"Election of Directors" in the Company's 1997 Proxy Statment and
1996 Annual Report Supplement is incorporated herein by reference
in response to this item. The Company's common stock is traded
on the NASDAQ National Market System under the symbol "MIAM." At
February 28, 1997, there were approximately 8,250 holders of
record of the Company's common stock.

Item 6. SELECTED FINANCIAL DATA

The information contained on page S-5 under the caption "Mid Am,
Inc. Summary of Financial Data" in the Company's 1997 Proxy
Statement and 1996 Annual Report Supplement is incorporated
herein by reference in response to this item.

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The information contained on pages S-7 through S-26 in the
Company's 1997 Proxy Statement and 1996 Annual Report Supplement
is incorporated herein by reference in response to this item.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information contained on page S-5 and pages S-27 through S-51
in the Company's 1997 Proxy Statement and 1996 Annual Report
Supplement is incorporated herein by reference in response to
this item.

With the exception of the aforementioned information and the
information incorporated in Items 5, 6, 7 and 14, the 1996 Annual
Report Supplement to Shareholders is not to be deemed filed as
part of this report.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

The information contained on pages 1 through 4 in the Company's
1997 Proxy Statement and 1996 Annual Report Supplement is
incorporated herein by reference in response to this item. The
information contained on page 12 under the caption " Section
16(a) Beneficial Ownership Compliance" in the Company's 1997
Proxy Statement and 1996 Annual Report Supplement is incorporated
herein by reference in response to this item.

The following table sets forth the names and ages and business
experience of each of the executive officers of the Company. Each
executive officer of the Company is appointed by the Board of
Directors on an annual basis, and serves at the pleasure of the
Board.

Position With Company or Officer
Executive Officer Age Subsidiary and Experience Since*

Edward J. Reiter 57 Chairman and Chief Executive 1969
Officer of the Company and
Chairman of Mid Am Bank;
formerly President and Chief
Executive Officer of Mid Am Bank.

David R. Francisco 50 President and Chief Operating 1970
Officer of the Company;
formerly Chief Executive
Officer of First National.

Dennis L. Nemec 52 Executive Vice President and 1979
Chief Financial Officer of the
Company; formerly Senior Vice
President/Finance of the Company.

W. Granger Souder 36 Executive Vice President and 1989
General Counsel of the Company;
formerly employed as a securities
attorney in private practice.

Jerry R. Biederman 31 Senior Vice President and 1994
Director of Audit of the Company;
formerly Audit Supervisor of
Society Management Company.

Donald P. Hileman 44 Senior Vice President/Finance 1990
of the Company; formerly
Senior Vice President and Chief
Financial Officer of First National.

Christine Koster 44 Senior Vice President/Training 1989
and Development of the Company;
formerly Vice President/Training
and Development of the Company.

David L. Mead 41 Senior Vice President/Finance; 1995
formerly a Professor at Bluffton
College and Senior Vice President
and Chief Financial Officer of
Mid Am Bank.

Cynthia A. Rossman 40 Senior Vice President/Marketing 1985
and Planning of the Company.

Jeffrey S. Schatz 39 Senior Vice President/Funds 1985
Management of the Company;
formerly Vice President/Finance
and Treasurer of Citizens.

Robin Wooddall 33 Senior Vice President/Human 1992
Resources of the Company;
formerly Vice President/Human
Resources of the Company.

Mark S. Lee 36 Senior Vice President/Marketing 1996
of the Company; formerly Division
Marketing Manager of PepsiCo

Marci L. Klumb 35 Senior Vice President/Associate 1991
General Counsel of the Company;
formerly Vice President/Associate
General Counsel of the Company.

Paul S. Ulrich 45 Senior Vice President/Asset 1996
Quality of the Company;
formerly Vice President and
Chief Credit Officer of
Poughkeepsie Savings Bank.

Patrick A. Kennedy 50 President and Chief Executive 1981
Officer of Mid Am Bank; formerly
Executive Vice President/Lending
of Mid Am Bank; formally Senior Vice
President/Lending of First National.

James F. Burwell 46 President and Chief Executive 1980
Officer of First National;
formerly President and Chief
Operating Officer of First National;
Executive Vice President and cashier
of First National.

Cathleen F. Oxner 44 President and Chief Executive 1994
Officer of AmeriCom; formerly a
Plant Manager of Procter and Gamble.

Donald P. Southwick 40 President and Chief Executive 1994
Officer of MAPT; formerly
President of AmeriFirst.

Bernard A. Sikorski 54 President and Chief Executive 1995
Officer of Adrian State Bank;
formerly Executive Vice President
and Director of Marketing of
Banc One Mortgage Corporation.

James C. Burkhart 43 President and Chief Executive 1982
Officer of Mid Am Information
Services, Inc.; formerly Vice
President/Data Processing of
Mid Am Bank.

Mark S. Mandula 40 President and Chief Executive 1994
Officer of MARSI; formerly
Executive Vice President/
Principal-Austin Associates.

Robert M. Gioia 46 President and Chief Executive 1995
Officer of MFI; formerly
First Vice President Regional
Manager of Kirkpatrick and
Pettis Brokerage Company

Robert E. Dorr 55 President and Chief Executive 1996
Officer of MACC; formerly
Senior Vice President of Bank One
Vendor Leasing Division

Donald R. Steele 42 President and Chief Executive 1994
Officer of MAFSI and President
and Chief Executive Officer of
Simplicity; formerly President
of Simplicity Mortgage Consultants

Edward E. Christian 40 President and Chief Executive 1997
Officer of AmeriFirst;
formerly Senior Vice President
of National City Bank/Cleveland

*Includes period in which executive officer was an officer of a
subsidiary or acquired company.

Item 11. EXECUTIVE COMPENSATION

The information contained on pages 5 through 10 under the
captions "Executive Compensation" and "Report on Executive
Compensation" in the Company's 1997 Proxy Statement and 1996
Annual Report Supplement is incorporated herein by reference in
response to this item.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT

The information contained on pages 1 through 4 under the caption
"Election of Directors" in the Company's 1997 Proxy Statement and
1996 Annual Report Supplement is incorporated herein by reference
in response to this item. The information contained on page 8
under the caption "Beneficial Ownership" in the Company's 1997
Proxy Statement and 1996 Annual Report Supplement is incorporated
herein by reference in response to this item.

The Company has no knowledge of any person or any group (as
defined in Section 13.d.3 of the Securities Exchange Act of 1934)
which owns in excess of five percent of the outstanding common
stock of the Company.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information contained on pages 11 and 12 under the captions
"Transactions with Management" and "Relationships with
Affiliates" in the Company's 1997 Proxy Statement and 1996 Annual
Report Supplement is incorporated herein by reference in response
to this item.

PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K

(a) The following documents are filed as part of this report:

Page in 1996 Annual
Report Supplement*
(1) Financial Statements:
Report of Independent Accountants ............... S-27
Consolidated Statement of Condition at
December 31, 1996 and 1995 .................... S-28
Consolidated Statement of Earnings for
the three years ended December 31, 1996 ....... S-29
Consolidated Statement of Changes in
Shareholders' Equity for the three years
ended December 31, 1996 ....................... S-30
Consolidated Statement of Cash Flows for
the three years ended December 31, 1996 ....... S-31
Notes to Consolidated Financial Statements ...... S-32-51**

*Incorporated by reference from the indicated pages of the 1996
Annual Report Supplement to Shareholders. All schedules are
omitted because they are not applicable or the required
information is shown in the financial statements or notes
thereto.

** Subsequent Events Disclosure

(Unaudited) The pending transaction described in Note 2 to the
consolidated financial statements regarding the Company's sale of
seven branches of its AmeriFirst subsidiary has been completed.
In connection with the sale, the Company transferred
approximately $94 million of deposits to the purchaser and
certain real estate and equipment. The Company realized a
pre-tax gain of approximately $8.5 million on the branch sales
which will be included in the results of operations in the first
quarter of 1997.

The following Exhibits required by Item 601 of Regulation S-K are
filed as part of this report:

Exhibit
Number Exhibit

3.1 Restated Articles of Incorporation of the
Company, as amended
3.2 Code of Regulations of the Company
10.1 Description of Incentive Plan of the Company
10.2 Description of Deferred Compensation Plan of
the Company
10.3 Stock Option Plan of the Company
10.4 Description of Employee Stock Ownership and
Pension Plan of the Company
10.5 Description of Employee Stock Ownership and
Savings Plan of the Company (401K)
10.6 Pension Make-Up Plan of the Company (SERP)
10.7 Form of Change in Control Agreements with Certain
Executive Officers of the Company
11.1 Statement Re: Computation of Per Share Earnings
13.1 The Company's 1996 Annual Report Supplement
to Shareholders. Except for the portions of
the report expressly incorporated by reference,
the Report is furnished solely for the
information of the Commission and is not
deemed "filed" as part hereof.
18.0 Change in Accounting Principle
The information required by this exhibit is
incorporated herein by reference from
Note 1 of the Consolidated Financial Statements
on pages S-32 through S-35 of the Company's
1996 Annual Report Supplement to Shareholders.
(See Exhibit 13.1)
20.1 The Company's Proxy Statement dated February 21,
1997 for its 1997 Annual Meeting
The information required by this exhibit is
incorporated herein by reference from the
Company's Proxy Statment dated February 21,
1997, filed with the Securities and
Exchange Commission on February 21, 1997.
21.1 Subsidiaries of the Company
23.1 Consent of Independent Accountants
24.1 Power of Attorney
27.1 Financial Data Schedule

(b) Reports on Form 8-K

The Company filed a report on Form 8-K with the Commission as of
December 4, 1996, describing the definitive agreement to sell
seven branches of the Company's AmeriFirst subsidiary.

The Company filed a report on Form 8-K with the Commission as of
December 30, 1996, describing the sale of substantially all of
the Company's credit card balances.

The Company filed a report on Form 8-K with the Commission as of
February 19, 1997, describing the completion of the sale of the
seven branches of the Company's AmeriFirst subsidiary.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized on March 13, 1997.

MID AM, INC.

BY: /s/ David R. Francisco

David R. Francisco
President and C.O.O.

Pursuant to the requirement of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the
date indicated.

Signatures

*
Edward J. Reiter Director/Chairman/C.E.O. March 13, 1997

David R. Francisco Director/President/C.O.O.

Dennis L. Nemec Exec. Vice Pres./C.F.O.

*
Gerald D. Aller Director March 13, 1997

*
James F. Bostdorff Director March 13, 1997

*
David A. Bryan Director March 13, 1997

*
Wayne E. Carlin Director March 13, 1997

*
D. James Hilliker Director March 13, 1997

*
Harry G. Kessler Director March 13, 1997

*
Walter L. Lamb,Jr. Director March 13, 1997

*
James E. Laughlin Director March 13, 1997

*
Marilyn O. McAlear Director March 13, 1997

*
Thomas S. Noneman Director March 13, 1997

*
Emerson J. Ross,Jr. Director March 13, 1997

*
Douglas J. Shierson Director March 13, 1997

C. Gregory Spangler Director

*
Jerry L. Staley Director March 13, 1997

Robert E. Stearns Director

*
Richard G. Tessendorf,Jr. Director March 13, 1997

*
Donald D. Thomas Director March 13, 1997

*The undersigned attorney-in-fact, by signing his name below,
does hereby sign this Report on Form 10-K on behalf of the
above-named officers and directors pursuant to a power of
attorney executed by such persons and filed with the Securities
and Exchange Commission contemporaneously herewith.

BY: /s/ David R. Francisco

David R. Francisco
Attorney-In-Fact

FORM 10-K

EXHIBIT INDEX

Exhibit
Number Exhibit

3.1 Restated Articles of Incorporation of the
Company, as amended
3.2 Code of Regulations of the Company
10.1 Description of Incentive Plan of the Company
10.2 Description of Deferred Compensation Plan of
the Company
10.3 Stock Option Plan of the Company
10.4 Description of Employee Stock Ownership and
Pension Plan of the Company
10.5 Description of Employee Stock Ownership and
Savings Plan of the Company (401K)
10.6 Pension Make-up Plan of the Company (SERP)
10.7 Form of Change in Control Agreements with Certain
Executive Officers of the Company
11.1 Statement Re: Computation of Per Share Earnings
13.1 The Company's 1996 Annual Report Supplement
to Shareholders. Except for the portions of
the report expressly incorporated by reference,
the Report is furnished solely for the
information of the Commission and is not
deemed "filed" as part hereof.
18.0 Change in Accounting Principle
The information required by this exhibit is
incorporated herein by reference from
Note 1 of the Consolidated Financial Statements
on pages S-32 through S-35 of the Company's
1996 Annual Report Supplement to Shareholders.
(See Exhibit 13.1)
20.1 The Company's Proxy Statement dated February 21,
1997 for its 1997 Annual Meeting
The information required by this exhibit is
incorporated herein by reference from the
Company's Proxy Statement dated February 21,
1997, filed with the Securities and
Exchange Commission on February 21, 1997.
21.1 Subsidiaries of the Company
23.1 Consent of Independent Accountants
24.1 Power of Attorney
27.1 Financial Data Schedule

EXHIBIT 3.1

RESTATED ARTICLES OF INCORPORATION OF THE COMPANY, AS AMENDED

THE STATE OF OHIO

BOB TAFT

SECRETARY OF STATE

584370

CERTIFICATE

It is hereby certified that the Secretary of State of Ohio has
custody of the Records of Incorporation and Miscellaneous
Filings; that said records show the filing and recording of:
AMD MIS INC of: MID AM, INC.

Recorded on Roll H701 at Frame 1547 of the Records of
Incorporation and Miscellaneous Filings.

Witness my hand and the seal of the Secretary of State at
Columbus, Ohio, this 8th day of Oct., A.D. 1993.

/s/ Bob Taft
Bob Taft
Secretary of State

United State of America, State of Ohio,
Office of the Secretary of State
The Seal of Ohio

CERTIFICATE OF AMENDMENT OF
AMENDED ARTICLES OF INCORPORATION OF MID AM, INC.

David R. Francisco, President and Chief Operating Officer, and W.
Granger Souder, Senior Vice President/General Counsel and
Secretary of Mid Am, Inc., an Ohio corporation, with its
principal office located in the City of Bowling Green, Wood
County, Ohio, do hereby certify that (i) a special meeting of the
holders of shares of said corporation entitling them to vote on
the proposal to amend the Amended Articles of Incorporation of
the corporation was duly called for such purpose and held on
October 5, 1993; (ii) the holders of more than a majority of the
outstanding shares of the corporation so entitled to vote were
present in person or by proxy; and (iii) by affirmative vote of
the holders of shares entitling them to exercise more than a
majority of the voting power of the corporation on such proposal,
as required by Article FIFTH, subpart (iv), the following
resolutions were adopted:

RESOLVED, that the first sentence of the first paragraph of
Article FOURTH of the Amended Articles of Incorporation of this
corporation is hereby amended so as to read as follows:

FOURTH: The number of shares which the Corporation is
authorized to have outstanding is thirty seven million
(37,000,000), of which thirty five million (35,000,000) are
common shares without par value ("Common Shares") and two million
(2,000,000) are preferred shares without par value ("Preferred
Shares").

RESOLVED FURTHER, that the proper officers of the corporation
be, and they hereby are, authorized and directed to subscribe and
file a Certificate of Amendment in accordance with the foregoing
resolution with the office of the Secretary of State of the State
of Ohio and to do or cause to be done all such further acts and
things as may be necessary and proper in connection therewith.

IN WITNESS WHEREOF, David R. Francisco, President and Chief
Operating Officer, and W. Granger Souder, Senior Vice President/
General Counsel and Secretary of Mid Am, Inc., acting for and on
behalf of said corporation, have hereunto subscribed their names
this 7th day of October, 1993.

MID AM, INC.

By /s/ David R. Francisco
David R. Francisco, President and Chief Operating Officer

By /s/ W. Granger Souder
W. Granger Souder, Senior Vice President/General Counsel/
Secretary

CERTIFICATE OF AMENDMENT OF
AMENDED ARTICLES OF INCORPORATION OF MID AM, INC.

Jeffery S. Schatz, Senior Vice President/Funds Management, and W.
Granger Souder, Senior Vice President/General Counsel and
Secretary of Mid Am, Inc., an Ohio Corporation (the
"Corporation") do hereby certify that:

1. (i) In accordance with Section 1701.70 of the Ohio Revised
Code which provides that directors may adopt amendments to the
articles in respect of any unissued shares of any class to the
extent authorized by the articles; (ii) the Amended Articles of
the Corporation provide in Article Fourth, Division 1 that the
directors may adopt amendments to the Articles of Incorporation
fixing the series terms of a series of the Corporation's
preferred shares without par value; (iii) such authority of the
Board of Directors was duly delegated to the Offering Committee
of the Board of Directors by an action of the Board of Directors
of the Corporation; and (iv) the following resolutions were
adopted by the Offering Committee of the Board of Directors:

RESOLVED, that the Series Amendment to the Amended Articles of
Incorporation of the Corporation, attached hereto as Exhibit A,
which includes the final terms of the Preferred Stock, including
the redemption terms, the dividend and conversion rates and
liquidation price, be and hereby is approved.

FURTHER RESOLVED, that the executive officers of the
Corporation and, each of them, be and hereby are authorized to
execute and file with the Secretary of State of Ohio a
Certificate of Amendment of the Amended Articles of Incorporation
of the Corporation.

2. Attached hereto as Exhibit A is a true, correct and complete
copy of the Exhibit A referred to in the foregoing resolutions.

IN WITNESS WHEREOF, the above named officers, acting for and
on behalf of the Corporation, hereunto have subscribed their
names as of this 5th day of June, 1992.

/s/ Jeffery S. Schatz
Jeffery S. Schatz
Senior Vice President/Funds Management

/s/ W. Granger Souder
W. Granger Souder
Senior Vice President/General Counsel and Secretary

Exhibit A.

Article Fourth, Division 1 of the Amended Articles of
Incorporation, of Mid Am, Inc. is hereby amended by the insertion
of paragraph G immediately following paragraph F as follows:

(G) Series A Preferred Shares. There is hereby established a
series of the preferred shares of the Corporation to which the
following provisions shall be applicable:

1. Designation and number. The series shall be designated
"$1.8125 Cumulative Convertible Preferred Stock, Series A" (the
"Series A Preferred Stock"). The number of shares of Series A
Preferred Stock shall be up to 1,610,000.

2. Dividends. (a) The holders of record of Series A
Preferred Stock , on such respective dates as shall be determined
by the Board of Directors in advance of the payment of each
dividend provided for herein, shall be entitled to receive, as
and when declared by the Board of Directors and out of assets of
the Corporation which are by law available for the payment of
dividends, at the rate of $1.8125 per share per annum payable
March 1, June 1, September 1, and December 1 of each year,
commencing on September 1, 1992 (each such day a "dividend date"
and each quarterly period ending on a dividend date a "dividend
period"), which dividends shall accrue from June 12, 1992. Each
such dividend shall be payable to the holders of record as they
appear on the stock books of the Corporation on such record
dates, not exceeding 60 days preceding the payment dates thereof,
as shall be fixed by the Board of Directors of the Corporation.

(b) Dividends on the Series A Preferred Stock shall be
cumulative, whether or not in any dividend period or periods
there shall be surplus or net profits of the Corporation legally
available for the payment of such dividends.

(d) Dividends payable on the Series A Preferred Stock for
any period greater or less than a full dividend period shall be
computed on the basis of a 360 day year consisting of twelve 30
day months. Dividends payable on the Series A Preferred Stock
for each full dividend period shall be computed by dividing the
annual dividend rate by four.

3. Liquidation Preference. The amount which the holders
of Series A Preferred Stock shall be entitled to receive in the
event of any liquidation, dissolution or winding up of the

Corporation, whether voluntary or involuntary, shall be $25.00
per share plus an amount per share equal to all dividends accrued
and unpaid thereon to the date of such liquidation, dissolution
or winding up, and no more. Notwithstanding anything to the
contrary elsewhere in these Articles of Incorporation, the stated
capital of the Corporation in respect of the Series A Preferred
Stock shall be in accordance with Chapter 1701 of the Ohio
Revised Code.

4. Redemption. (a) The shares of Series A Preferred
Stock shall be redeemable at the option of the Corporation in
whole or in part, at any time or from time to time, on or after
June 12, 1997, on not less than 30 nor more than 60 days notice
by mail, at a redemption price of $25.00 per share plus accrued
and unpaid dividends to the redemption date.

(b) Any notice of redemption mailed to a holder of Series
A Preferred Stock at his address as the same appears on the books
of the Corporation shall be conclusively presumed to have been
given whether or not the holder receives the notice. Each such
notice shall state the redemption date; the number of shares of
Series A Preferred Stock to be redeemed, and, if less than all
shares of Series A Preferred Stock held by such holder are to be
redeemed, the number of such shares to be redeemed from such
holder and the fact that a new certificate or certificates
representing any unredeemed shares shall be issued without cost
to such holder; the redemption price applicable to the shares to
be redeemed; the place or places where such shares are to be
surrendered; and that dividends on shares to be redeemed shall
cease to accrue and accumulate on the redemption date. No defect
in any such notice as to any shares of Series A Preferred Stock
shall affect the validity of the proceedings for the redemption
of any other shares of Series A Preferred Stock.

(c) Any shares of Series A Preferred Stock called for
redemption pursuant to this subparagraph 4 shall not be deemed to
be outstanding for the purposes of voting, determining the total
number of shares entitled to vote, or payment of dividends
thereon on or after the date on which the notice of redemption is
mailed to the holders thereof and a sum sufficient to redeem such
shares has been set apart for payment of the redemption price
upon surrender of the certificates therefor. Any money set apart
for such payment which is not required to redeem such shares
because of conversions shall be promptly returned to the
Corporation. In addition, any money set apart for such payment
which remains unclaimed for a period of six years after the
redemption date shall be repaid to the Corporation upon the
request of the Corporation as expressed by a resolution of the
Board of Directors. The holders of record of the shares so
called for redemption who have not made a claim against such

moneys prior to such repayment to the Corporation shall be deemed
to be unsecured creditors of the Corporation for an amount
equivalent to the amount set apart for payment of the redemption
price and so repaid to the Corporation, but in no event shall any
such holder be entitled to receive any interest thereon. The
Corporation shall be entitled to receive any interest paid from
time to time on the money so set apart.

5. Conversion. (a) At the option of each of the holders
of outstanding Series A Preferred Stock, such stock may be
converted into the fully paid and nonassessable Common Stock as
provided for in this subparagraph 5.

(b) The Series A Preferred Stock may be converted into
Common Stock at the conversion rate in effect at the conversion
date as defined below. The initial "conversion rate" shall be
1.11111 shares of Common Stock for each share of Series A
Preferred Stock converted, subject, however, to adjustment from
time to time as provided elsewhere in this subparagraph 5. For
purposes of such conversion, each share of Series A Preferred
Stock will be valued at $25.00.

(c) Upon conversion of the Series A Preferred Stock, (i)
no payment shall be made on account of any accrued and unpaid
dividends on such Series A Preferred Stock to the conversion
date, and (ii) no adjustment in the conversion rate will be made
on account of any such dividends. Notwithstanding the foregoing,
if any share of Series A Preferred Stock is converted after any
record date for the payment of a dividend on the Series A
Preferred Stock but before the due date for payment therefor,
then (i) such dividend shall be payable on such due date to the
record holder of such share on such record date, and (ii) such
share, when surrendered for conversion, shall be accompanied by
payment of an amount equal to the dividend payable on such due
date on such share (unless such share has been called for
redemption prior to the due date for payment therefor).

(d) Any Series A Preferred Stock which has been called for
redemption pursuant to subparagraph 4 hereof may nevertheless be
converted by the holder thereof at any time prior to the close of
business on the tenth day preceding the date fixed for the
redemption of such Series A Preferred Stock.

(e) In the event the Corporation (i) issues any Common
Stock as a dividend with respect to the outstanding Common Stock
or any other common capital stock as a class or (ii) subdivides
or combines the outstanding Common Stock, then the conversion
rate in effect at the date of such event shall be adjusted by
multiplying such conversion rate by the quotient of (a) the
number of shares of Common Stock outstanding immediately after

such event, divided by (b) the number of such shares outstanding
immediately before such event. As used in this subparagraph 5,
the term "common capital stock" means any class of capital stock
of the Corporation ranking substantially on a parity with the
Common Stock with respect to either preference upon liquidation
or payment of dividends. Each adjustment in the conversion rate
pursuant to this subsection shall become effective as of either
(i) the record date for the payment of such dividend, or (ii) the
effective date of any such subdivision or combination.

(f) In the event that the Corporation distributes with
respect to the outstanding Common Stock or any other common
capital stock as a class any rights or warrants to purchase
Common Stock at a price per share which is less than the current
market price per share of the Common Stock determined as provided
for in subparagraph 5(1) hereof at the record date fixed for
determination of the stockholders entitled to receive such
distribution, then the conversion rate shall be adjusted by
multiplying the conversion rate by the quotient of (i) the sum of
(a) the number of shares of Common Stock outstanding as of such
record date, plus (b) the maximum number of shares of Common
Stock issuable upon the full exercise of such rights or warrants,
divided by (ii) the sum of (a) the number of shares of Common
Stock issuable upon the full exercise of such rights or warrants,
multiplied by (y) the quotient of the minimum exercise price of
such rights or warranties, divided by such current market price
at such record date. If the Corporation shall, by dividend or
otherwise, distribute to all holders of Common Stock evidences of
its indebtedness or assets (including securities, but excluding
any rights or warrants referred to above, any dividend or
distribution paid in cash out of retained earnings of the
Corporation and any dividend or distribution referred to in
subparagraph 5(e) hereof), the conversion rate shall be adjusted
so that the same shall equal the rate determined by multiplying
the conversion rate in effect immediately prior to the close of
business on the record date fixed for the determination of
shareholders entitled to receive such distribution by a fraction
the denominator of which shall be the current market price per
share (determined as provided in subparagraph 5(1) hereof) of the
Common Stock on the date fixed for such determination less the
then fair market value (as determined by the Board of Directors,
whose determination shall be conclusive) of the portion of the
assets or evidence of indebtedness so distributed applicable to
one share of Common Stock and the numerator of which shall be the
current market price per share of the Common Stock. Each
adjustment in the conversion rate pursuant to this subparagraph
5(f) shall become effective as of the record date fixed for
determination of the shareholders entitled to receive such
distribution.

(g) The conversion rate shall not be adjusted if there is
a reclassification. As used in this subparagraph 5, the term
"reclassification" means that the Common Stock is changed into
the same or a different number or amount of shares of capital
stock, other securities, cash or other property of the
Corporation by reclassification or other capital reorganization
other than a share dividend, a subdivision or combination, or a
reorganization all as provided for elsewhere in this
subparagraph 5. However, in the event of any reclassification,
the Series A Preferred Stock shall become convertible into the
same number or amount of shares of capital stock, other
securities, cash or other property which would have been
issuable, deliverable or payable on account of the Common Stock
issued upon the conversion of the Series A Preferred Stock
assuming such stock had been converted immediately prior to such
reclassification. Each change in convertibility pursuant to this
subparagraph 5(g) shall become effective as of the effective date
of such reclassification. After any such reclassification, the
conversion privilege shall remain subject to adjustment on terms
comparable (as determined by the Board of Directors, whose
determination shall be conclusive) to those applicable to the
Common Stock as provided herein.

(h) The conversion rate shall not be adjusted pursuant to
this subparagraph 5 if there is a reorganization. As used in
this subparagraph 5 the term "reorganization" means (i) the
merger or consolidation of the Corporation with or into any other
corporation or (ii) the sale or exchange of substantially all of
the assets of the Corporation as an entirety to any other
corporation or other entity. However, in the event of a
reorganization, the Series A Preferred Stock shall become
convertible into the same number or amount of shares of stock,
other securities, cash or other property of the corporation or
other entity surviving or resulting from the reorganization which
would have been issuable, deliverable or payable on account of
the Common Stock issued upon conversion of the Series A Preferred
Stock, assuming such stock had been converted immediately prior
to such reorganization. In addition, after a reorganization, the
provisions of this subparagraph 5 shall be appropriately
applicable in a manner as nearly equivalent as practicable to the
manner in which such provisions applied prior to such
reorganization. Each change in convertibility pursuant to this
subparagraph 5(h) shall become effective as of the effective date
of each such reorganization. After any such reorganization, the
conversion privilege shall remain subject to adjustment on terms
comparable (as determined by the Board of Directors, whose
determination shall be conclusive) to those applicable to the
Common Stock as provided herein.

(i) The Corporation may make such adjustments in the
conversion rate, in addition to those expressly required above,
as it considers to be advisable in order that any event treated
for federal income tax purposes as a dividend of stock or stock
rights shall not be taxable to the recipients. No adjustment in
the conversion rate shall be required pursuant to subparagraph 5
hereof unless such adjustment would require an increase or
decrease in the conversion rate in effect immediately prior to
such adjustment event of at least 1 percent of one share of
Common Stock. However, any such adjustments which are not so
required to be made at the time shall be carried forward and
taken into account in determining any subsequent adjustment
pursuant to this subparagraph 5.

(j) Each time (i) the conversion rate is adjusted or (ii)
there is a reclassification or a reorganization which changes the
convertibility of the Series A Preferred Stock, the Corporation
shall furnish to each holder of the Series A Preferred Stock a
certificate specifying such adjustment or change and describing
the circumstances of such adjustment or change.

(k) The Series A Preferred Stock may be converted by (i)
surrendering the certificates representing the shares of such
Series A Preferred Stock, together with (ii) written notice of
conversion, and (iii) a proper assignment of such certificates to
the Corporation or in blank. The notice of conversion shall
state the names and addresses in which the certificates
representing the Common Stock issuable upon such conversion shall
be issued. The date upon which the certificates representing the
shares to be converted, notice of conversion and assignment are
received by the transfer agent is referred to herein as the
"conversion date." A promptly as practicable after the
conversion date, the Corporation shall issue and deliver, as
specified in the notice of conversion, certificates for the
number of full shares of Common Stock (or other shares of capital
stock, other securities, cash or other property) issuable upon
such conversion, together with any cash instead of fractional
shares as provided in subparagraph 5(1) hereof. Such conversion
shall be deemed to have been effected immediately prior to the
close of business on the conversion date, and at such time the
rights of the holder as a holder of the converted shares of the
Series A Preferred Stock shall cease and the person or persons in
whose name or names any certificate or certificates for shares of
Common Stock shall be issuable upon such conversion shall be
deemed to have become the holder or holders of record of the
shares of Common Stock represented thereby.

(l) No fractional shares of Common Stock (or other shares
of stock or other securities) or scrip representing fractional
shares shall be issued upon conversion of the Series A Preferred

Stock. Instead, the Corporation shall pay a cash adjustment in
an amount equal to the same fraction of the current market price
per share of the Common Stock (or other shares of capital stock
or other securities) at the conversion date. As used in this
subparagraph 5, the term "current market price" at any time means
the daily average closing price for a period of thirty business
days ending on the business day before the date for which such
price is to be determined. The closing price for each business
day means (i) if the Common Stock is then listed on a national
securities exchange, the last reported closing sales price of the
Common Stock on such exchange which shall be for consolidated
trading if applicable to such exchange, or (ii) if the Common
Stock is not then listed on a national securities exchange but is
quoted on the NASDAQ National Market System, the last reported
closing sales price of the Common Stock on such system. If, for
any reason, such closing prices cannot reasonably be determined,
then the "current market price" will be determined by any
reasonable method selected by the Board of Directors of the
Corporation.

(m) In the event some but not all of the shares of the
Series A Preferred Stock represented by certificates surrendered
by a holder are converted, the Corporation shall execute and
deliver to or on the order of the holder, at the expense of the
Corporation, a new certificate representing the number of shares
of Series A Preferred Stock which were not converted.

(n) The Corporation shall at all times reserve and keep
available and free of preemptive rights out of its authorized but
unissued shares of Common Stock, solely for the purpose of
affecting the conversion of the Series A Preferred Stock, such
number of its shares of Common Stock (or other shares of capital
stock or other securities) as shall from time to time be
sufficient to affect the conversion of all outstanding shares of
the Series A Preferred Stock, and if at any time the number of
authorized but unissued shares of Common Stock (or other shares
of capital stock or other securities) shall not be sufficient to
effect the conversion of all then outstanding shares of the
Series A Preferred Stock, the Corporation will take such
corporate action as may be necessary to increase its authorized
but unissued shares of Common Stock (or other shares of capital
stock or other securities) to such number of shares as shall be
sufficient for such purpose.

(o) The Corporation shall pay all documentary, stamp or
other transaction taxes attributable to the issuance or delivery
of shares of capital stock or other securities of the Corporation
upon conversion of any shares of the Series A Preferred Stock.
However, the Corporation shall not be required to pay any taxes
which may be payable in respect of any transfer involved in the

issuance or delivery of any certificate for such shares in a name
other than that of the holder of the shares of the Series A
Preferred Stock in respect of which such shares are being issued.

(p) Upon conversion of any shares of Series A Preferred
Stock, the stated capital of the Common Stock (or other shares of
capital stock) issued upon such conversion shall be the aggregate
stated capital, if any, of the shares so issued and the stated
capital of the Corporation shall be correspondingly increased or
decreased to reflect the difference between the stated capital of
the Series A Preferred Stock so converted and the stated capital,
if any, of the shares of Common Stock (or other shares of capital
stock) issued upon conversion.

6. Reacquired Shares. Shares of Series A Preferred Stock
converted, redeemed, or otherwise purchased or acquired by the
Corporation shall be restored to the status of authorized but
unissued shares of Preferred Stock without designation as to
series.

7. No Sinking Fund. The Series A Preferred Stock will not
be subject to any sinking fund or other obligation of the
Corporation to redeem or retire the Series A Preferred Stock.

CERTIFICATE OF AMENDMENT OF RESTATED AND
AMENDED ARTICLES OF INCORPORATION OF MID AM, INC.

Edward J. Reiter, Chairman and Chief Executive Officer, and W.
Granger Souder, Secretary of Mid Am, Inc., an Ohio Corporation
with its principal office located in the City of Bowling Green,
Wood County, Ohio, do hereby certify that (i) the annual meeting
of the holders of shares of said corporation entitling them to
vote on the proposal to amend the Restated and Amended Articles
of Incorporation of the corporation was duly called for such
purpose and held on April 11, 1992; (ii) the holders of more than
a majority of the outstanding shares of the corporation so
entitled to vote were present in person or by proxy; and (iii) by
the affirmative vote of the holders of shares entitling them to
exercise more than two-thirds of the voting power of the
corporation on such proposal, the following resolution was
adopted:

RESOLVED, that the Amended Articles of Incorporation of
Mid Am, Inc., as attached in its entirety, is hereby adopted and
approved, and shall hereinafter supersede the existing Articles
of Incorporation and all amendments thereto and restatements
thereof.

IN WITNESS WHEREOF, Edward J. Reiter, Chairman and CEO, and W.
Granger Souder, Secretary of Mid Am, Inc., acting for and on
behalf of said corporation, have hereunto subscribed their names
this 28th day of April, 1992.

MID AM, INC.

By /s/Edward J. Reiter
Edward J. Reiter, Chairman and CEO

By /s/W. Granger Souder
W. Granger Souder, Secretary

AMENDED ARTICLES OF INCORPORATION
OF
MID AM, INC.

FIRST: The name of the corporation (the "Corporation")
shall be:

Mid Am, Inc.

SECOND: the place in the State of Ohio where the
principal office of the Corporation is to be located is Bowling
Green, Wood County.

THIRD: The purpose for which the Corporation is formed
is to engage in any lawful act or activity for which corporations
may be formed under Sections 1701.01 to 1701.98 inclusive of the
Ohio Revised Code.

FOURTH: The number of shares which the Corporation is
authorized to have outstanding is seventeen million (17,000,000),
of which fifteen million (15,000,000) are common shares without
par value ("Common Shares") and two million (2,000,000) are
preferred shares without par value ("Preferred Shares"). The
express terms of the shares of each class are as follows:

Division 1. EXPRESS TERMS OF THE PREFERRED SHARES.

(A) Board of Directors Authority to Fix Certain Terms.
The Preferred Shares may be issued from time to time in
one or more series. All Preferred Shares shall be of
equal rank and shall be identical, except in respect of
the matters that may be fixed by the Board of
Directors, and each share of each series shall be
identical with all other shares of such series, except
as to the date from which dividends are cumulative.
Subject to the provisions of subsections (A)-(F) of
this Division 1, which provisions shall apply to all
Preferred Shares, the Board of Directors is authorized
to cause such shares to be issued in one or more series
and with respect to each such series, prior to the
issuance thereof, to fix:

(i) The division of such Preferred Shares
into series and the designation and authorized
number of Preferred Shares of each series;

(ii) The dividend or distribution rate;

(iii) The dates of payments of dividends or
distributions, if declared, and the dates from
which they are cumulative;

(iv) The amounts payable in the event of any
voluntary or involuntary liquidation, dissolution
or winding up of the affairs of the Corporation;

(v) Redemption rights and price;

(vi) The terms and amounts of any sinking
fund provided for the purchase or redemption of
the Preferred Shares;

(vii) Conversion rights; and

(viii) Restrictions on the issuance of
shares of any class or series.

The Board of Directors is authorized to adopt, from
time to time, amendments to the Articles of
Incorporation fixing, with respect to each such series,
the matters described in this clauses (i) through
(viii) above.

(B) Dividend Preference. The holders of Preferred
Shares of each series, in preference to the holders of
Common Shares and of any other class of shares ranking
junior to the Preferred Shares, shall be entitled to
receive, out of any funds legally available, when and
as declared by the Board of Directors, dividends in
cash at the rate for such series fixed according to the
provisions of subsection (A) of this Division 1 and no
more, payable quarterly on the dates fixed for such
series. Such dividends shall be cumulative, in the
case of shares of each particular series, from and
after the date or dates fixed with respect to such
series. No dividends may be paid upon or declared or
set apart for any of the Preferred Shares for any
quarterly dividend period unless at the same time a
like proportionate dividend for the same quarterly
dividend period, ratably in proportion to the
respective annual dividend rates fixed therefor, shall
be paid upon or declared or set apart for all Preferred
Shares of all series then issued and outstanding and
entitled to receive such dividend.

outstanding shall any dividends, except a dividend
payable in Common Shares or other shares ranking junior
to the Preferred Shares, be paid or declared or any
distribution be made on the Common Shares or any other
shares ranking junior to the Preferred Shares, nor
shall any Common Shares or any other shares ranking
junior to the Preferred Shares be purchased, retired or
otherwise acquired by the Corporation:

(i) Unless all accrued and unpaid dividends
on Preferred Shares, including the full dividends for
the current quarterly dividend period, shall have been
declared and paid or a sum sufficient for payment
thereof set apart; and

(ii) Unless there shall be no arrearage with
respect to the redemption of Preferred Shares of any
series from any sinking fund provided for shares of
such series in accordance with the provisions of clause
(vi) of subsection (A) of this Division 1.

(D) Liquidation Preference.

(i) The holders of Preferred Shares of any series
shall, in case of liquidation, dissolution or winding
up of the affairs of the Corporation, be entitled to
receive in full out of the assets of the Corporation,
including its capital, before any amount shall be paid
or distributed among the holders of the Common Shares
or any other shares ranking junior to the Preferred
Shares, the amounts fixed with respect to shares of
such series in accordance with subsection (A) of this
Division 1, plus in either event an amount equal to all
dividends accrued and unpaid thereof to the date of
payment of the amount due pursuant to such liquidation,
dissolution or winding up of the affairs of the
Corporation. In case the net assets of the Corporation
legally available therefor are insufficient to permit
the payment upon all outstanding shares of Preferred
Shares of the full preferential amount to which they
are respectively entitled, then such net assets shall
be distributed ratably upon outstanding Preferred
Shares in proportion to the full preferential amount to
which each such share is entitled;

(ii) After payment to holders of Preferred Shares
of the full preferential amounts, holders of Preferred
Shares as such shall have no right or claim to any of
the remaining assets of the Corporation; and

(iii) The merger or consolidation of the
Corporation into or with any other corporation, or the
merger of any other corporation into it, or the sale,
lease or conveyance of all or substantially all the
property or business of the Corporation, shall not be
deemed to be a dissolution, liquidation or winding up,
voluntary or involuntary, for the purposes of this
Division 1.

(E) Voting Rights.

(i) Except as otherwise provided in this
subsection (E), the holders of Preferred Shares shall
not be entitled to vote upon any matters presented to
the shareholders;

(ii) If, and as often as, the Corporation is in
default in the payment of four (4) full quarterly
dividends (whether or not consecutive) on any series of
Preferred Shares at the time outstanding, whether or
not earned or declared, the holders of Preferred Shares
shall be entitled to one vote for each Preferred Share
upon all matters presented to the shareholders; and
provided further that the foregoing special voting
rights when vested shall remain so vested until all
accrued and unpaid dividends on the Preferred Shares of
all series then outstanding shall have been paid,
whereupon the holders of Preferred Shares shall be
divested of their special voting rights, subject to the
revesting of such special voting rights upon the event
specified above;

(iii) The affirmative vote of the holders of at
least two-thirds of the Preferred Shares at the time
outstanding, given in person or by proxy at a meeting
called for the purpose at which the holders of
Preferred Shares shall vote separately as a class,
shall be necessary to effect any one or more of the
following:

(a) Any amendment, alteration or repeal of
any of the provisions of the Articles of
Incorporation or of the Regulations of the
Corporation which affects adversely the voting
powers, rights or preferences of the holders of
Preferred Shares; provided, however, that, for the
purpose of this clause (a) only, neither the
amendment of the Articles of Incorporation so as
to authorize or create, or to increase the
authorized or outstanding amount of Preferred

Shares or of any shares of any class ranking on a
parity with or junior to the Preferred Shares, nor
the amendment of the provisions of the Regulations
so as to increase the number of Directors of the
Corporation shall be deemed to affect adversely
the voting powers, rights or preferences of the
holders of Preferred Shares; and provided further,
that if such amendment, alteration or repeal
affects adversely the rights or preferences of one
or more but not all series of Preferred Shares at
the time outstanding, only the affirmative vote of
the holders of at least two-thirds of the number
of shares at the time outstanding of the series so
affected shall be required;

(b) The authorization or creation of, or the
increase in the authorized amount of, any shares
of any class, or any security convertible into
shares of any class, ranking prior to the
Preferred Shares; or

(c) The purchase or redemption (for sinking
fund purposes or otherwise) of less than all of
the Preferred Shares then outstanding except in
accordance with a stock purchase offer made to all
holders of record of Preferred Shares, unless all
dividends upon all Preferred Shares then
outstanding for all previous quarterly dividend
periods shall have been declared and paid or funds
therefor set apart and all accrued sinking fund
obligations applicable thereto shall have been
complied with.

(iv) The affirmative vote of the holders of at
least a majority of the Preferred Shares at the time
outstanding, given in person or by proxy at a meeting
called for the purpose at which the holders of
Preferred Shares shall vote separately as a class,
shall be necessary to effect any one or more of the
following:

(a) The sale, lease or conveyance by the
Corporation of all or substantially all of its
property or business, or its consolidation with or
merger into any other corporation unless the
corporation resulting from such consolidation or
merger will have after such consolidation or
merger no class of shares either authorized or
outstanding ranking prior to or on a parity with
the Preferred Shares except the same number of

shares ranking prior to or on a parity with the
Preferred Shares and having the same rights and
preferences as the shares of the Corporation
authorized and outstanding immediately preceding
such consolidation or merger, and each holder of
Preferred Shares immediately preceding such
consolidation or merger shall receive the same
number of shares, with the same rights and
preferences, of the resulting corporation; or

(b) The authorization of any shares ranking
on a parity with the Preferred Shares or an
increase in the authorized number of shares of
Preferred Shares.

(F) Definitions. For the purpose of the Division 1,
whenever reference is made to shares "ranking prior to
the Preferred Shares" or "on a parity with the
Preferred Shares," such reference shall mean and
include all shares of the Corporation in respect of
which the rights of the holders thereof as to the
payment of dividends or as to the distributions in the
event of a voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the
Corporation are given preference over, or rank on an
equality with (as the case may be) the rights of the
holders of Preferred Shares; and whenever reference is
made to shares "ranking junior to the Preferred
Shares," such reference shall mean and include all
shares of the Corporation in respect of which the
rights of the holders thereof as to the payment of
dividends and as to the distributions in the event of a
voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation are junior
and subordinate to the rights of the holders of
Preferred Shares.

Division 2. EXPRESS TERMS OF THE COMMON SHARES.

The Common Shares shall be subject to the express terms
of the Preferred Shares and of any series thereof.
Each shareholder shall be entitled to one (1) vote for
each Common Share standing in his name on the books of
the Corporation.

FIFTH: The following provisions are hereby agreed to
for the purpose of defining, limiting and regulating the exercise
of the authority of the Corporation or of the directors, or of
all of the shareholders:

(i) The Board of Directors is expressly
authorized to set apart out of any of the funds of the
Corporation available for dividends a reserve or
reserves for any proper purpose or to abolish any such
reserve in the manner in which it was created, and to
purchase on behalf of the Corporation any shares issued
by it to the extent of the surplus of the aggregate of
its assets over the aggregate of its liabilities plus
stated capital;

(ii) The Corporation may in its regulations
confer powers upon its board of directors in addition
to the powers and authorities conferred upon it
expressly by Sections 1701.01, et seq. of the Revised
Code of Ohio;

(iii) Any meeting of the shareholders or the
board of directors may be held at any place within or
without the State of Ohio in the manner provided for in
the regulations of the Corporation; and

(iv) Except as otherwise required by these
Articles of Incorporation, but notwithstanding any
provision of the Ohio Revised Code now or hereafter in
force requiring for any purpose the vote, consent,
waiver or release of the holders of shares entitling
them to exercise two-thirds, or any other proportion,
of the voting power of the Corporation or of any class
or classes of shares thereof, any amendments to the
Articles of Incorporation may be made from time to
time, and any proposal or proposition requiring the
action of shareholders may be authorized from time to
time by the affirmative vote of the holders of shares
entitling them to exercise a majority of the voting
power of the Corporation.

SIXTH: No holder of shares of the Corporation of any
class, as such, shall have the preemptive right to subscribe for
or to purchase any shares of any class of the Corporation or any
other securities of the Corporation, whether such shares of such
class are now or hereafter authorized.

SEVENTH: In no event shall a holder of shares of any
class have the right to cumulate their votes in the election of
directors.

EIGHTH: (1) In connection with the exercise of its
judgment in determining what is in the best interest of the
Corporation and its shareholders when evaluating a Business

Combination or a proposal by another Person or Persons to make a
Business Combination or a tender or exchange offer or a proposal
by another Person or Persons to make a tender or exchange offer,
the Board of Directors of the Corporation shall, in addition to
considering the adequacy of the amount to be paid in connection
with any such transaction, consider all the following factors and
any other factors which it deems relevant: (i) the social and
economic effects of the transaction on the Corporation and its
subsidiaries, employees, depositors, loan and other customers,
creditors and other elements of the communities in which the
Corporation and its subsidiaries operate or are located; (ii) the
business and financial conditions and earnings prospects of the
acquiring Person or Persons, including, but not limited to, debt
service and other existing or likely financial obligations of the
acquiring Person or Persons, and the possible effect of such
conditions upon the Corporation and its subsidiaries and the
other elements of the communities in which the Corporation and
its subsidiaries operate or are located, and (iii) the
competence, experience, and integrity of the acquiring Person or
Persons and its or their management.

(2) The affirmative vote of the holders of not less
than eighty percent (80 percent) of the Voting Stock shall be
required for the approval or authorization of any Business
Combination with a Related Person, or any Business Combination in
which a Related Person has an interest (except proportionately as
a shareholder); provided, however, that the eighty percent
(80 percent) voting requirement shall not be applicable if (i)
the Continuing Directors, who at the time constitute at least a
majority of the entire Board of Directors of the Corporation,
have expressly approved the Business Combination by at least a
two-thirds (2/3) vote of such Continuing Directors, or (ii) all
of the following conditions are satisfied:

(A) The Business Combination is a merger or
consolidation and cash or fair market value of
property, securities or other consideration to be
received per share by holders of the Common Shares
(other than such Related Person) in the Business
Combination is at least equal in value to such Related
Person's Highest Purchase Price;

(B) After such Related Person has become the
Beneficial Owner of not less than ten percent
(10 percent) of the Voting Stock of the Corporation and
prior to the consummation of such Business Combination,
such Related Person shall not have become the
Beneficial Owner of any additional shares of Voting
Stock or securities convertible into Voting Stock,
except (i) as a part of the transaction which resulted

in such Related Person becoming the Beneficial owner of
not less than ten percent (10 percent) of the Voting
Stock or (ii) as a result of a pro rata stock dividend
or stock split; and

(C) Prior to the consummation of such Business
Combination, such Related Person shall not have,
directly or indirectly, (i) received the benefit
(except proportionately as a shareholder) of any loan,
advances, guarantees, pledges, or other financial
assistance or tax credits provided by the Corporation
or any of its subsidiaries, or (ii) caused any material
change in the Corporation's business or equity capital
structure, including the issuance of shares of capital
stock of the Corporation to any third party.

(3) For purposes of this Article Eighth:

(i) The term "Business Combination" shall mean (a) any
merger or consolidation involving the Corporation or a subsidiary
of the Corporation, (b) any sale, lease, exchange, transfer or
other disposition (in one transaction or a series of
transactions), including without limitation a mortgage or any
other security device, of all or any Substantial Part of the
assets either of the Corporation or of a subsidiary of a
Corporation, (c) any sale, lease, exchange, transfer or other
disposition of all or any Substantial Part of the assets of an
entity to the Corporation or a subsidiary of the Corporation,
(d) the issuance, sale, exchange, transfer or other disposition
by the Corporation or a subsidiary of the Corporation, of its
securities with or to the Related Person, (e) any
recapitalization or reclassification of the Corporation's
securities (including, without limitation, any reverse stock
split) or other transaction that would have the effect of
increasing the voting power of a Related Person, (f) any
liquidation, spin-off, split-up, or dissolution of the
Corporation, and (g) any agreement, contract or other arrangement
providing for any of the transactions described in this
definition of Business Transaction.

(ii) The term "Related Person" shall (a) mean and
include any individual, corporation, partnership, group,
association or other person or entity which, together with its
Affiliates and the Associates, is the Beneficial Owner of not
less than ten percent (10 percent) of the voting stock of the
corporation (1) at the time the definitive agreement providing
for the Business Combination (including any amendment thereof)
was entered into, (2) at the time a resolution approving the
Business Combination was adopted by the Board of Directors of the
Corporation, or (3) as of the record date for the determination

of Shareholders entitled to notice of and to vote on, or consent
to, the Business Combination, and (b) shall mean and include any
Affiliate or Associate of any such individual, corporation,
partnership, group, association or other person or entity;
provided, however, and notwithstanding anything in the foregoing
to the contrary, the term "Related Person" shall not include the
Corporation, a wholly owned subsidiary of the Corporation, or any
trustee of, or fiduciary with respect to, any such plan when
acting in such capacity.

(iii) The term "Beneficial Owner" shall be defined
by reference to Rule 13d-3 under the Securities Exchange Act of
1934, as in effect on March 1, 1984; provided, however, and
without limitation, any individual, corporation, partnership,
group, association or other person or entity which has the right
to acquire any Voting Stock at any time in the future, whether
such right is contingent or absolute, pursuant to any agreement,
arrangement or understanding upon exercise of the rights,
warrants or options, or otherwise, shall be beneficial owner of
such Voting Stock.

(iv) The term "Highest Purchase Price" shall mean the
highest amount of consideration paid by such Related Person for a
Common Share within two (2) years prior to the date such Related
Person became the Beneficial Owner of not less than ten percent
(10 percent) of the Voting Stock; and if such stock is not listed
on any principal exchange, the highest closing bid quotation with
respect to a share of stock during the thirty (30) day period
preceding the date in question -- or if no quotations are
available, the fair market value on the date in question of a
share of such stock as determined by the Board in good faith.

(v) The term "Voting Stock" shall mean all outstanding
shares of capital stock of the Corporation entitled to vote
generally in the election of directors, considered for the
purpose of this Article as one class; provided, however, that if
the Corporation has shares of Voting Stock entitled to more or
less than one vote for any such share, each reference to a
proportion of shares of Voting Stock shall be deemed to refer to
such proportion of the votes entitled to be cast by such shares.

(vi) The term "Continuing Director" shall mean a
director who either was a member of the Board of Directors of the
Corporation prior to the time such Related Person became a
Related Person or who subsequently became a director of the
Corporation and whose election, or nomination for election by the
Corporation's stock holder, was approved by a vote of at least
three-quarters (3/4) of the Continuing directors then of the
Board.

NINTH: No amendment of these Articles shall be
effective to amend, alter, repeal or change the effect of any of
the provisions of Article EIGHTH unless such amendment shall
receive the affirmative vote of the holders of at least eighty
percent (80 percent) of the outstanding Common Shares; provided,
however, that such voting requirement shall not be applicable to
the approval of such an amendment if such amendment shall have
been proposed and authorized by action of the Board of Directors
of the Corporation by the affirmative vote of at least two-thirds
(2/3) of the Continuing Directors, as that term is defined in
Article EIGHTH.

TENTH: The Corporation shall have the power to
indemnify its present and past directors, officers, employees and
agents, and such other persons as it shall have powers to
indemnify, to the full extent permitted under, and subject to the
limitations of, Title 17 of the Ohio Revised Code. The
Corporation may, upon the affirmative vote of a majority of its
Board of Directors, purchase insurance for the purpose of
indemnifying its directors, officers, employees and agents to the
extent that such indemnification is allowed in this Article
TENTH.

ELEVENTH: These Amended Articles of Incorporation
supersede the Restated and Amended Articles of Incorporation of
the Corporation, as amended, heretofore in effect.

EXHIBIT 3.2

CODE OF REGULATIONS OF MID AM, INC.

ARTICLE I

Offices

Section 1. Principal Office. The principal office of the
Corporation shall be at such place in the City of Bowling Green,
Ohio, as may be designated from time to time by the Board of
Directors.

Section 2. Other Offices. The Corporation shall also have
offices at such other places without, as well as within, the
State of Ohio, as the Board of Directors may from time to time
determine.

ARTICLE II

Meetings of Shareholders

Section 1. Annual Meeting. The annual meeting of the
shareholders of this Corporation for the purpose of fixing or
changing the number of directors of the Corporation, electing
directors and transacting such other business as may come before
the meeting, shall be held between the hours of 8:00 a.m. and
5:00 p.m. on the fourth Saturday of March of each year, but if a
legal holiday, then on the next business day following, or at
such other time as may be fixed by the Board of Directors.

Section 2. Special Meetings. Special meetings of the
shareholders may be called at any time by the Chairman of the
Board of Directors, President, or a majority of the Board of
Directors acting with or without a meeting, or by three (3) or
more shareholders owning, in the aggregate, not less than
twenty-five percent (25 percent) of the stock of the Corporation.

Section 3. Place of Meetings. Meetings of shareholders
shall be held at the main office of the Corporation unless the
Board of Directors decides that a meeting shall be held at some
other place within of without the State of Ohio and causes the
notice thereof to so state.

Section 4. Notice of Meeting. Unless waived, a written,
printed, or typewritten notice of each annual or special meeting
stating the day, hour, and place and the purpose or purposes
thereof shall be served upon or mailed to each shareholder of
record ( a) as of the next preceding the day on which notice is
given or ( b) if a record date therefor is duly fixed, of record
as of said date. Notice of such meeting shall be mailed, postage
prepaid, at least ten (10) days prior to the date thereof. If
mailed, it shall be directed to a shareholder at his address as
the name appears upon the records of the Corporation.

Section 5. Waiver of Notice. Any shareholder, either
before or after any meeting, may waive any notice required to be
given by law or under these Regulations; and whenever all of the
shareholders entitled to vote shall meet in person or by proxy
and consent to holding a meeting, it shall be valid for all
purposes without call or notice, and at such meeting any action
may be taken.

Section 6. Quorum. A majority of the outstanding capital
stock, represented in person or by proxy, shall constitute a
quorum at any meeting of the shareholders, unless otherwise
provided by law; but less than a quorum may adjourn any meeting,
from time to time, and a meeting may be held, a adjourned,
without further notice. A majority of the votes cast shall
decide every question or matter submitted to the shareholders at
any meeting, unless otherwise provided by law or by the Articles
of Incorporation.

Section 7. Proxies. Any shareholder of record who is
entitled to attend a shareholder's meeting, or to vote thereat or
to assent or give consents in writing, shall be entitled to be
represented at such meetings or to vote thereat or to assent or
give consents in writing, as the case may be, or to exercise any
other of his rights, by proxy or proxies appointed by a writing
signed by such shareholder, which need not be sealed, witnessed
or acknowledged.

A telegram, cablegram, wireless message or photogram
appearing to have been transmitted by a shareholder, or a
photograph, photostatic or equivalent reproduction of a writing
appointing a proxy or proxies shall be sufficient writing.

No appointment of a proxy shall be valid after the
expiration of eleven (11) months after it is made unless the
writing specifies the date on which it is to expire or the length
of time it is to continue in force.

Section 8. Voting. At any meeting of shareholders, each
shareholder of the Corporation shall, except as otherwise
provided by law or by the Articles of Incorporation or by these
Regulations, be entitled to one (1) vote in person or by proxy
for each share of the corporation registered in his name on the
books of the Corporation: (a) on the record date for the
determination of shareholder entitled to vote at such meeting,
notwithstanding the prior or subsequent sale, or other disposal
of such share or shares or transfer of the same on the books of
the Corporation on or after the record date; or (b) if no such
record date shall have been fixed, then at the time of such
meeting.

ARTICLE III

Board of Directors

Section 1. The Board of Directors ( hereinafter referred to
as the "Board"), shall have power to manage and administer the
business and affairs of the corporation. Except as expressly
limited by law, all corporate powers of the Corporation shall be
vested in, and may be exercised by said Board.

Section 2. Nominations For and Qualifications of Directors.
Nominations for election to the Board of Directors may be made by
the Board of Directors, or by any shareholder of any outstanding
class of capital stock of the Corporation, entitled to vote for
the election of Directors. Nominations, other than those made by
or on behalf of the existing management of the Corporation, shall
be made in writing and shall be delivered or mailed to the
President of the Corporation not less than fourteen (14) days nor
more than fifty (50) days prior to any meeting of shareholders
called for the election of Directors; provided, however, that if
less than twenty-one (21) days notice of the meeting is giving
to shareholders, such notification must be mailed or delivered to
the President of the Corporation not later than the close of
business on the Seventh (7th)day following the day on which the
notice of meeting was mailed. Such notification shall contain
the following information to the extent known to the notifying
shareholder: (a) the name and address of each proposed nominee;
(b) the principal occupation of each proposed nominee; (c) the
name and residence address of the notifying shareholder; and
(d) the number of shares of capital stock of the corporation
owned by the notifying shareholder. Notifications not made in
accordance herewith may, in his/her discretion, be disregarded by
the Chairman of the meeting and upon his/her instructions, the
vote tellers may disregard all votes cast for each such nominee.
Any number of the Board of Directors of a wholly-owned banking
subsidiary of the Corporation may, if permitted under applicable

banking law, hold shares of the Corporation in lieu of shares of
such banking subsidiary to qualify as a Director of such banking
subsidiary, if required. Directors of the Corporation are
required to own 200 shares of the Corporation in order to serve
on the Board of Directors of this Corporation. Directors shall
serve no longer than their seventieth (70th) birthday, at which
time they shall be considered to have resigned from the Board of
Directors.

Section 3. Number of Directors. The number of Directors
constituting the entire Board shall not be less than five (5) no
more than twenty-five (25), the exact number of Directors to be
determined from time to time by an eighty percent (80 percent)
majority vote of the whole Board of Directors of the Corporation,
and such exact number shall be twenty-two until otherwise so
determined.

Section 4. Election and Term of Directors. The Board of
Directors shall be divided into three classes, as nearly equal in
number as the then total number of Directors constituting the
whole Board permits, with the term of office of one class
expiring each year. At the annual meeting of shareholders in
1988, Directors of the first class shall be elected to hold
office for a term expiring at the next succeeding annual meeting,
Directors of the second class shall be elected to hold office for
a term expiring at the second succeeding annual meeting, and
Directors of the third class shall be elected to hold office for
a term expiring at the third succeeding annual meeting. Any
vacancies in the Board of Directors for any reason, and any newly
created directorships resulting from any increase in the number
of Directors, may be filled by the Board of Directors, acting by
a majority of the directors then in office, although less than a
quorum, and any Director so chosen shall hold office until the
next election of the class for which such Directors shall have
been chosen and until their successor shall shorten the term of
any incumbent Director. Subject to the foregoing, at each annual
meeting of shareholders, the successors to the class of directors
whose term shall then expire shall be elected to hold office for
a term expiring at the third succeeding annual meeting.
Revisions of this Article III, Section 4--Election and Term of
Directors, shall require 80 percent vote of the common stock
outstanding and qualified to vote at a special or annual meeting
of shareholders.

Section 5. Removal of Directors. Any or all of the
Directors shall only be removed with cause and only by the
affirmative vote of not less than 80 percent vote of the whole
Board of Directors of the Corporation.

Section 6. Organization Meeting. The Secretary of the
Corporation, upon receiving the certificate of the judges of the
result of any election, shall notify the "directors elect" of
their election and of the time at which they are required to meet
for the purpose of organizing the new board and electing and
appointing officers of the corporation for the succeeding year.
Such meeting shall b e appointed to be held ont he day of the
election, or as soon thereafter as practicable, and, in any
event, within thirty (30) days thereof. If, at that time fixed
for such meeting, there shall not be a quorum present, the
Directors present may adjourn the meeting, from time to time,
until a quorum is obtained.

Section 7. Regular Meetings. The Regular meetings of the
Board of Directors shall be held, without notice, on the third
Thursday of each month of the fiscal year, at the main office, or
such other time or place as may be determined from time to time
by the Board. When any regular meeting of the Board falls upon a
holiday, the meeting shall be held on the next business day,
unless the Board shall designate some other day.

Section 8. Special Meetings. Special meetings of the Board
of Directors may be called by the Chairman, Chief Executive
Officer, and/or President of the Corporation, or at the request
of three (3) or more Directors. Each member of the Board of
Directors shall be given notice, stating the time and place, by
letter, telegram or in person of each said special meeting. Such
notice of the special meeting can be waived by a Director at the
special meeting, but if a Director does not waive such a notice,
said notice shall be received by each Director who has not waived
notice not less than three (3) days prior to the special meeting.

Section 9. Vacancies. If the office of any Director becomes
vacant by reason of death, resignation, disqualification, removal
or other cause, the majority of the Directors remaining in
office, although less than a quorum, may elect a successor for
the unexpired term and until his/her successor is elected and
qualified.

Section 10. Quorum. A majority of the Directors shall
constitute a quorum at any meeting, except when otherwise
provided by law; but lesser number may adjourn any meeting, from
time to time and the meeting may be held, as adjourned, without
further notice.

Section 11. Participation In Meetings By Conference
Telephone. Members of the Board of Directors, or of any
committee thereof, may participate in a meeting of such Board or
committee by means of conference telephone or similar
communications equipment that enables all persons participating

in the meeting to hear each other such participation shall
constitute presence in person at such meeting.

Section 12. Compensation. The Directors shall receive such
compensation for their services, as is fixed by resolution of a
majority of the Board of Directors, provided, however, that
nothing herein contained shall be construed to preclude any
director from serving the corporation in any other capacity and
receiving compensation therefor. Members of any standing or
special committee may by resolution of the Board be allowed such
compensation for their services as the Board may deem reasonable;
additional compensation may be allowed to directors for special
services rendered as the Board may deem reasonable.

Section 13. By Laws. For the government of its action, the
Board of Directors may adopt by-laws consistent with the Articles
of Incorporation and these Regulations.

ARTICLE IV

Committees

Section 1. Committees. The Board of Directors may by
resolution provide for such standing or special committees as it
deems desirable, and discontinue the same at pleasure. Each such
committee shall have such powers and perform such duties, not
inconsistent with law, as may be delegated to it by the Board of
Directors. Vacancies in such committees may be filled by the
Board of Directors.

ARTICLE V

Officers

Section 1. General Provisions. The Board of Directors
shall elect a Chairman and Chief Executive Officer, President and
Chief Operating Officer, such number of Vice Presidents as the
Board may from time to time determine, a Secretary and a
Treasurer. The Board of Directors may from time to time create
such offices and appoint such other officers, subordinate
officers and assistant officers as it may determine. The
Chairman and Chief Executive Officer and the President and the
Chief Operating Officer shall be, but the other officers need not
be, chosen from among the members of the Board of Directors.

Section 2. Term of Office. The officers of the Corporation
shall hold office at the pleasure of the Board of Directors and,
unless sooner removed by the Board of directors, until the

reorganization meeting of the Board of Directors following the
date of their election and until their successors are chosen and
qualified.

The Board of Directors may remove any officer at any time,
with or without cause, by a majority vote of the Board.

A vacancy in any office, however created, nay be filled by
the Board of Directors.

Section 3. Presiding Officer. The Board of Directors shall
determine by majority vote, from time to time, the officer whom
shall preside at the regular or special meetings of the Board of
Directors and of the annual or special meetings of the
shareholders.

ARTICLE VI

Duties of Officers

Section 1. Chairman and Chief Executive Officer. The
Chairman and Chief Executive Officer, if one be elected, shall be
the Chief Executive Officer of the Corporation, and shall have
such other powers and duties as may be prescribed by the Board of
Directors or by the Ohio Revised Code.

Section 2. President and Chief Operating Officer. The
President and Chief Operating Officer shall be the chief
operating officer of the Corporation and shall exercise
supervision over the business of the Corporation and over its
several officers, subject, however, to the control of the Board
of Directors. He shall have all the powers and duties prescribed
by the Ohio Revised Code and such others as the Board of
Directors may from time to time assign to him. In the absence or
disability of the Chairman, the President shall perform all the
duties of the Chairman and when so acting shall have all the
powers of the Chairman.

Section 3. Vice Presidents. The Vice Presidents shall
perform such duties as are conferred upon them by these
regulations or as may from time to time be assigned to them by
the Board of Directors, the Chairman or the President. At the
request of the Chairman, the President, or in their absence or
disability, the Vice President, designated by the Chairman or the
President or (in the absence of such designation, the Vice
President designated by the Board), shall perform all the duties
of the President, and when so acting, shall have all powers of
the President. The authority of Vice Presidents to sign in the
name of the Corporation all certificates for share and authorized

deeds, mortgages, bonds, contracts, notes and other instruments,
shall be coordinated with like authority of the President. Any
one or more of the Vice Presidents may be designated an Executive
Vice President.

Section 4. Secretary. The Secretary shall keep minutes of
all the proceedings of the shareholders and Board of Directors,
and shall make proper record of the same, which shall be attested
by him: sign all certificates for shares, and all deeds,
mortgages, bonds, contracts, notes and other instruments executed
by the Corporation requiring his signature; give notice of
meetings of shareholders and directors; keep such books as may be
required by the Board of Directors and file all reports to
states, to the Federal Government, and to foreign countries; and
perform such other and further duties as may from time to time be
assigned to him by the Board of Directors, the Chairman of the
Board or by the President.

Section 5. Treasurer. The Treasurer shall receive and have
in charge all money, bills, notes, deeds, leases, mortgages and
similar property belonging to the Corporation, and shall do so
with the same as may from time to time be required by the Board
of Directors. He shall cause to be kept adequate and correct
accounts of the business transactions of the Corporation,
including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, stated capital, and shares,
together with such other accounts as may be required, and, upon
the expiration of his term of office, shall turn over to his
successor or to the Board of Directors all property, books,
papers and money of the Corporation in his hand; and he shall
perform such other duties as from time to time may be assigned by
the Board of Directors.

Section 6. Assistant and Subordinate Officers. The Board
of Directors may appoint such assistant and subordinate officers
as it may deem desirable. Each such officer shall hold the
office during the pleasure of the Board of Directors, and perform
such duties as the board of Directors may prescribe.

The Board of Directors may, from time to time , authorize
any officer to appoint and remove assistant and subordinate
officers, to prescribe their authority and duties, and to fix
their compensation.

Section 7. Duties of Officers May Be Delegated. In the
absence of any officer of the corporation, or for any other
reason the Board of Director deem sufficient, The Board of
Directors may delegate, for the time being, the powers or duties,
or any of them, of such officer to any other officer, or to any
director.

ARTICLE VII

Certificates for Shares

Section 1. Form and Execution. Certificates for share
shall be issued to each shareholder in such form as shall be
approved by the Board of Directors. Such certificates shall be
signed by the Chairman or the President or a Vice President which
certificates shall certify the number and class of shares held by
the shareholder in the Corporation, but no certificates for
shares shall be delivered until such shares are fully paid. The
signature of any one of said officers of the Corporation may be a
facsimile, or engraved, stamped or printed. Although any officer
of the Corporation whose manual or facsimile signature is affixed
to a share certificate shall cease to be such officer before the
certificate is delivered, such certificate, nevertheless, shall
be effective in all respects when delivered.

Such certificate for shares shall be transferable in person
or by attorney, but, except as hereinafter provided in the case
of lost, mutilated or destroyed certificates, no transfer of
shares shall be entered upon the records of the Corporation until
the previous certificates if any given for the same shall have
been surrendered and cancelled.

Section 2. Lost, Mutilated or Destroyed Certificates. If
any certificate for shares is lost, mutilated or destroyed, the
Board of Directors may authorize the issuance of a new
certificate in place thereof. If the certificate is for eleven
(11)shares or more, a surety company indemnity bond will be
required to be furnished by the shareholder to indemnify Mid Am,
Inc. and if the certificate is for ten (10) shares or less, a
personal indemnity bond may be accepted in lieu of the surety
company bond. A suitable charge will be made for reissuing any
lost, mutilated or destroyed certificate. The Board of Directors
in its discretion may refuse to issue such new certificates until
the Corporation has been indemnified by a final order or decree
of a court of competent jurisdiction.

ARTICLE VIII

Fiscal Year

The fiscal year of the Corporation shall end on the 31st day
of December in each year, or on such other day as may be fixed
from time to time by the Board of Directors.

ARTICLE IX

Amendments

These regulations may be amended or repealed at any meeting
of the shareholders called for that purpose by the affirmative
vote of the holders of record of shares entitling them to
exercise a majority of the voting power of such proposal or,
without a meeting, by the written consent of holders of record of
shares entitling the to exercise two-thirds of the voting power
on such proposal except that a proposal to amend Article III
Sections 4 or 5 requires an 80 percent affirmative vote of the
outstanding stock or written consent of 80 percent of the voting
power.

_________________________
Secretary

Date:____________________

EXHIBIT 10.1

DESCRIPTION OF INCENTIVE PLAN OF THE COMPANY

Incentive Plan

In 1993, the Company adopted a comprehensive Incentive
Compensation Plan, which provides annual incentive compensation
to all eligible employees of the Company and its subsidiaries.
The Plan was effective January 1, 1994 for all officers and on
July 1, 1994 for all non-officer employees of the Company and its
subsidiaries. Incentive compensation is based upon three
criteria, including overall financial performance of the Company
or the respective subsidiary, the achievement of work group or
departmental goals, and individual job performance. The
proportional weighting of criteria is dependent upon the
participants job responsibilities and their ability to effect the
performance of the subsidiary or Company as a whole. Incentive
award opportunities are expressed as a percentage of the
participant's base salary.

EXHIBIT 10.2

DESCRIPTION OF DEFERRED COMPENSATION PLAN OF THE COMPANY

Deferred Compensation Plan

The Company and its subsidiaries have, from time to time, entered
into non-qualified deferred compensation agreements with certain
of their officers pursuant to which the officer may elect to
defer a portion of his or her salary on an annual basis, which
is paid as a monthly benefit upon retirement. Several deferred
compensation agreements contain a death benefit feature. The
deferred compensation agreements are granted at the discretion of
the Boards of Directors of the Company and its subsidiaries.

EXHIBIT 10.3

STOCK OPTION PLAN OF THE COMPANY

MID AM, INC.

1992 STOCK OPTION PLAN

As Amended by the Board of Directors

16 June 1994

and

19 October 1995

TABLE OF CONTENTS

ARTICLE I
PURPOSE AND SCOPE OF THE PLAN

1.01 ESTABLISHMENT. . . . . . . . . . . . . . . . . . . 1
1.02 PURPOSE. . . . . . . . . . . . . . . . . . . . . . 1
1.03 DEFINITIONS. . . . . . . . . . . . . . . . . . . . 1
1.04 ADMINISTRATION . . . . . . . . . . . . . . . . . . 3
1.05 TOTAL NUMBER OF SHARES TO BE OPTIONED. . . . . . . 3
1.06 ELIGIBILITY. . . . . . . . . . . . . . . . . . . . 4

ARTICLE II
PROVISIONS RELATING TO OPTIONS

2.01 CHARACTER OF OPTIONS . . . . . . . . . . . . . . . 9
2.02 TERMS AND CONDITIONS OF OPTIONS. . . . . . . . . . 9
2.03 DATE OF GRANTING OF OPTIONS. . . . . . . . . . . . 12
2.04 EXERCISE OF OPTION - PURCHASE OF SHARES. . . . . . 12
2.05 NO OBLIGATION TO EXERCISE OPTION . . . . . . . . . 16

ARTICLE III
GENERAL PROVISIONS

3.01 WITHHOLDING TAXES FOR AWARDS . . . . . . . . . . . 16
3.02 CHANGE IN STOCK, ADJUSTMENTS, ETC. . . . . . . . . 18
3.03 DURATION, AMENDMENT AND TERMINATION. . . . . . . . 20
3.04 APPLICATION OF FUNDS . . . . . . . . . . . . . . . 21
3.05 LEGAL AND OTHER REQUIREMENTS . . . . . . . . . . . 21
3.06 EFFECTIVE DATE OF PLAN . . . . . . . . . . . . . . 22

ARTICLE I
PURPOSE AND SCOPE OF THE PLAN

1.01 ESTABLISHMENT

Mid Am, Inc. (the "Company"), an Ohio corporation,
hereby establishes a plan to be called the 1992 Mid Am, Inc.
Stock Option Plan (the "Plan").

1.02 PURPOSE

The purpose of the Plan is to promote the long term
growth and prosperity of Mid Am, Inc. by providing Officers,
Directors and key employees, who are in a position to contribute
materially to the prosperity of the Company, a financial
incentive through stock ownership to make significant
contributions toward this success. The Plan is designed to
attract and retain key employees and directors and to encourage
them to acquire an ownership interest. The Plan provides for
granting these individuals options for the purchase of common
shares of the Company. The Plan also allows Officers, Directors,
and all employees to elect option grants in lieu of cash
compensation.

1.03 DEFINITIONS

Unless the context clearly indicates otherwise, the
following terms have the meanings set forth below:

(a) "Board" shall mean the Board of Directors of the
Company.

(b) "Committee" shall mean the Committee, of not less
than three (3) directors, which is appointed by
the Board to administer the Plan. These directors
shall be "disinterested persons" within the
meaning of Rule 16b-3 of the Securities Exchange
Act of 1934.

(d) "Key Employees" shall mean employees at the level
of senior vice president or above and any other
officers of the Company who, in the sole
determination of the Special Projects Committee
have rendered valuable service to the Company, or
whose present or potential service to the Company
merits the grant of options.

(e) "Non-employee Directors" shall mean all statutory
directors of the Company and its subsidiaries who
are not employees of the Company or any of its
subsidiaries.

(f) "Incentive Stock Option" shall mean an Option that
qualifies as an Incentive Stock Option as
described in Section 422A of the Code.

(g) "Nonqualified Stock Option" means an Option other
than an Incentive Stock Option.

(h) "Option" shall mean a right to purchase shares of
common stock, granted pursuant to the Plan, in the
form of grant options or elective options as
defined in the Plan.

(i) "Optionee" shall mean a Participant to whom
Options have been granted in accordance with the
provisions of the Plan.

(j) "Option Price" shall mean the purchase price for
Stock under an Option, determined pursuant to the
Plan.

(k) "Participant" shall mean any employee of Mid Am,
Inc., whether a Key Employee or not, and any
Director of the Company to whom an Option is
granted under the Plan.

(l) "Plan" shall mean this 1992 Mid Am, Inc. Stock
Option Plan and the 1994 Amendment to the 1992
Stock Option Plan (the "Amendment").

(m) "Stock" shall mean the common stock of the
Company, no par value.

1.04 ADMINISTRATION

The Plan shall be administered by the Board of
Directors of the Company (the "Board"), which, to the extent it
shall determine, may delegate its powers with respect to the
administration of the Plan to a committee of directors (the
"Committee") appointed by the Board and composed of not less than
three (3) members of the Board. If the Board chooses to appoint
a Committee, all references to the Board shall be deemed to refer
to the Committee.

The Board from time to time may adopt (and thereafter
amend and rescind) rules and regulations for carrying out the

Plan and take such action in the administration of the Plan, not
inconsistent with the provisions hereof, as it shall deem proper.
The interpretation and construction of any provisions of the Plan
by the Board shall be final and conclusive. No member of the
Board shall be liable for any action or determination made in
good faith with respect to the Plan or any option granted under
it.

1.05 TOTAL NUMBER OF SHARES TO BE OPTIONED

The maximum number of shares of common stock of the
Company which may be issued upon exercise of options under the
Plan shall not exceed seven percent of the total shares
outstanding, subject to adjustment as provided in Section 3.02
(a). The shares to be transferred or sold under the Plan shall
be authorized but unissued shares of common stock or authorized
shares held as treasury stock. The Company shall purchase any
other shares required for the Plan on the open market or from
private sources. In the event that any options under the Plan
expire or are terminated, the shares of common stock of the
Company allocable to the unexercised portion of all such options
may again be subject to an option or transfer under the Plan.

1.06 ELIGIBILITY

(a) "Grant Options" may be awarded from time to time
only to Officers, Directors and Key Employees of
the Company. The Board will, in its discretion,
determine the Officers and Key Employees to be
awarded "Grant Options", the time or times at
which such options shall be granted and in
connection therewith, the number of shares to be
covered by each grant of such options and the
manner in which they may be exercised. In making
this determination, the Board may take into
consideration the value of the services rendered
by the respective individuals, their present
and/or potential contributions to the success of
the Company and such other factors which the Board
may deem relevant in accomplishing the purpose of
the Plan. All terms and conditions of "Grant
Options", other than options granted to
Non-employee Directors, shall be subject to all
restrictions and conditions imposed by the
Board,and these terms and conditions need not be
the same for all Optionees of "Grant Options".
Eligible Directors are all Non-employee Directors
of the Company. The award of "Grant Options" to
these Non-employee Directors is not subject to the
discretion of the Board. Directors serving on the

Committee who are Non-employee Directors may
receive "Grant Options".

(b) Grant Options to Non-employee Directors "Grant
Options" to Non-employee Directors shall be
awarded as follows:

(1) Following adoption of the Plan, each
non-employee director of the Company shall be
granted an option for 1,000 shares of stock.
Also, following adoption of the Plan, each
non-employee director of each of the
subsidiaries of the Company shall be granted
an option for 700 shares of stock.

(2) Each person subsequently elected or appointed
to serve as a non-employee director of the
Company or its subsidiaries after adoption of
this Plan shall, upon his or her initial
appointment or election automatically be
granted an option for 1,000 shares of stock
if a director of the Company or for 700
shares of stock if a director of any of the
Company's subsidiaries, if elected or
appointed more than six months prior to the
third Thursday of November in any given
year.If elected or appointed less than six
months prior to the third Thursday of
November in any given year, the director
shall receive the initial grant of 1,000 or
700 shares respectively, on the annual grant
date of the third Thursday of November, in
lieu of the annual grant of 500 or 350
shares, respectively.

(3) Beginning on the third Thursday in November
in the year immediately succeeding adoption
of this Plan, and continuing each third
Thursday in November thereafter, each
non-employee director of the Company shall
automatically granted an option for 500
shares of stock and each non-employee
director of any subsidiary of the Company
shall automatically be granted an option for
350 shares of stock.

(4) If any director serves as a director of both
the Company and of one or more subsidiaries,
he or she shall be entitled only to one
initial and one yearly grant, which shall in

each case be the larger grant to which he or
she is entitled.

"Elective Options" may be granted to Non-employee
Directors and to all employees of the Company in
lieu of cash compensation. The Board will, in its
discretion, determine which employees are entitled
to elect options in lieu of cash compensation, the
amount of cash compensation for which "Elective
Options" may be elected as a substitution, the
time or times at which such elections must be
made and such options shall be granted in this
manner, the number of shares to be covered by each
grant of "Elective Options", and the manner in
which such options may be exercised. In making
this determination, the Board may take into
consideration the current and prospective economic
condition of the Company and such other factors
which the Board may deem relevant in accomplishing
the purpose of the Plan. All terms and conditions
of options granted, other than options granted to
Non-employee Directors, shall be subject to all
restrictions and conditions imposed by the Board,
and these terms and conditions need not be the
same for all Optionees. Any Optionee subject to
Section 16 of the Exchange Act receiving Elective
Options" shall not sell any shares of the
Company's stock (whether related to an option or
not) within six months of an "Elective Option"
grant, without the prior approval of the
Company's General Counsel. Directors eligible
for "Elective Options" are all Non-employee
Directors of the Company. Directors serving on
the committee who are Non-employee Directors may
receive "Elective Options".

(d) Elective Options to Non-employee Directors

(1) In accordance with Rule 16b-3(c)(2)(i)(C),
promulgated under Section 16 of the Securities
Exchange Act of 1934, each Non-employee Director
may elect to receive options for a number of
shares equivalent to a portion or the entire
amount of retainer and attendance fees the
Non-employee Director would normally be entitled
to receive in cash. Equivalency will be
determined by a wholly independent third party
using a fixed schedule of payments for retainers

and attendance fees.

(2) By June 30, 1994 or by December 31st of each
year thereafter, to the extent that "Elective
Options" are offered, a Non-employee Director may
elect, in writing, to receive all or a percentage
of his or her retainer and attendance fees, for
the immediately following six-month period, in
"Elective Options" in lieu of cash. The written
election to receive "Elective Options" in lieu of
cash must state the portion of compensation that a
Non-employee Director wishes to receive in
"Elective Options".

(3) A written election to receive "Elective
Options" remains in effect and is irrevocable for
the immediately following period and applies to
each subsequent period unless the election
expressly provides otherwise or until it is
revoked or changed, prior to the commencement of
the next period. It must include a designation of
beneficiary or beneficiaries to receive amounts
distributable in the event of Optionee's death.

(e) Nothing in the Plan, or in any grant of options
shall confer on any person any right to continue
in the employ of the Company, nor interfere with
the right of the Company to terminate the person's
employment at any time. No employee shall have a
right to be selected as an Optionee, nor, having
been so selected, to be selected again as an
Optionee.

ARTICLE II
PROVISIONS RELATING TO OPTIONS

2.01 CHARACTER OF OPTIONS

It is the intent of the Plan that options granted shall
be Incentive Stock Options as that term is defined in Section
422A of the Internal Revenue Code of 1986, as amended from time
to time (the "Code"), to the extent, and only to the extent, that
these options are so identified in writing. All options not
identified as Incentive Stock Options at the time of grant are
intended to be "nonqualified" or "nonstatutory" stock options
which are not Incentive Stock Options.

2.02 TERMS AND CONDITIONS OF OPTIONS

Each Option granted under the Plan shall be evidenced
by a Stock Option Agreement in a form not inconsistent with the
Plan, provided that the substance of the following terms and
conditions be included:

(a) Option Price: The price at which each share of
common stock covered by the Option may be
purchased shall be determined by the Board, but
shall not be less than 100 percent of the fair
market value of the common stock subject to the
stock option on the date of grant. Fair market
value shall be defined as the closing price on
the National Market System's NASDAQ quotation
service on the trading day immediately preceding
grant.

(b) Term of Option: The Option and any related right
shall not be exercisable after the expiration of
ten (10) years from the date the option was
granted.

(c) Nontransferable: The Option and any related right
shall not be transferable by Optionee otherwise
than by will or by the laws of descent and
distribution and may be exercised, during
Optionee's lifetime, only by Optionee.

(d) Upon the termination of Optionee's employment by
the Company or relationship with the Board for any
reason other than death, Optionee may exercise
available Options pursuant to Section 2.04 of the
Plan until the earlier of the expiration of its

original term or:

1) if termination is due to retirement, one (1)
year after termination;

2) if termination is due to total and permanent
disability as determined by the Board, one
(1) year after termination;

3) if termination is for any other reason, two
(2) months after the date of notice of
termination, provided however, that in the
case of Elective Options and termination is
not for cause, one (1) year after
termination. Leaves of absence for periods
and purposes conforming to the personnel
policy of the Company as may be approved by
the Committee shall not be deemed
terminations or interruptions of employment.

(e) Death of Optionee: In the event of the death of
an Optionee during the period in which an option
is exercisable (as set forth in Subsection (b)
above), the option granted to that person and any
related right shall be exercisable only within
the twelve (12) months next succeeding such
death, and then only:

1) by the executor, executrix, administrator, or
administratrix of Optionee's estate or by the
person or persons to whom Optionee's rights
under the option shall pass by Optionee's
will or the laws of descent and
distribution,and

2) if and to the extent that Optionee was
entitled to exercise the option at the date
of Optionee's death, provided that in no
event shall the option be exercisable more
than ten (10) years after the date it was
granted.

2.03 DATE OF GRANTING OF OPTIONS

The granting of an option pursuant to the Plan shall
take place on the date the Board decides to grant the option.
Within thirty (30) days of the granting of the option, the
Company shall notify Optionee of the grant of the option and,
within sixty (60) days of the granting of the option, submit to
Optionee a Stock Option Agreement duly executed by and on behalf

of the Company, with the request that Optionee execute the
agreement within thirty (30) days after the mailing by the
Company of the agreement to Optionee. If Optionee shall fail to
execute the written option agreement within this 30-day period,
Optionee's option shall be automatically terminated unless
otherwise determined by the Board.

2.04 EXERCISE OF OPTION - PURCHASE OF SHARES

(a) Unless otherwise determined by the Board, and
except for "Elective Options" in lieu of cash
compensation elected pursuant to subsections 1.06
(c) or (d), one-fifth of the total number of
shares subject to a "Grant Option" awarded under
the Plan to an Officer or Key Employee shall
become exercisable one year from date of grant
and one-fifth on each of the four succeeding
anniversaries, provided the Officer or Key
Employee remains in the employ of the Company on
those respective dates. An Officer or Key
Employee Optionee's right to purchase shares with
respect to options which become exercisable shall
be cumulative during the term of the option.
Grant Options" awarded to Non-employee Directors
shall become exercisable immediately following
the date of the grant. "Elective Options"
elected by employees shall become exercisable
immediately following the date of the grant.
"Elective Options" elected by Non-employee
Directors shall become exercisable on the
date after the date of grant on which cash
compensation for retainers and attendance fees
would have been payable to the participant. Any
"Elective Option" granted for attendance fees not
actually earned will lapse in an amount equivalent
to the unearned fees.

(b) An option shall be exercisable by purchase of
shares only upon payment to the Company of the
full option price, as defined in Section 2.02, of
the shares with respect to which the option is
exercised; provided, however, that the Company
shall not be required to deliver any certificates
for shares of Company common stock purchased upon
the exercise of an option prior to:

1) if requested by the Company, the filing with
the Company by Optionee or purchaser acting
under Subsection 2.02(e) of a representation
in writing that at the time of exercise it is

Optionee's or purchaser's then present
intention to acquire the shares being
purchased for investment and not for resale,
or

2) the completion of any registration or other
qualification of shares under any state or
Federal laws or rulings or regulations of any
government regulatory body, which the Company
shall determine to be necessary or advisable.
An Optionee shall have none of the rights of
a shareholder until shares are issued to
Optionee, and no adjustment will be made for
dividends or other rights for which the
record date is prior to the date a stock
certificate is issued.

(c) Payment for shares shall be in United States
dollars, payable in cash or by check, determined
as of the date of exercise, equal to the number of
shares with respect to which the option is
exercised multiplied by the Option Price per
share. An option shall be deemed exercised on
the date payment and written request are received
by the Board or by any person designated by the
Board.

(d) Optionee may elect to use common stock valued at
the Fair Market Value on the last business day
preceding the exercise date to pay all or part of
the exercise price of an option, subject to
conditions the Committee may impose through the
adoption of rules or regulations or otherwise,
provided, however, that this form of payment shall
not be permitted unless at least one hundred (100)
shares of common stock are delivered for this
purpose.

(e) No Optionee or Optionee's executor, executrix,
administrator, or administratrix, legatees or
distributees, as the case may be, will be, or will
be deemed to be, a holder of any shares subject to
an option unless and until a stock certificate or
certificates for the shares are issued to this
person or them under the terms of the Plan.

(f) No option may, at any time, be exercised with
respect to a fractional share. No fractional
shares will be issued.

(g) Notwithstanding the provisions of subsections (c)
and (d) of this Section 2.04, Optionees not
subject to Section 16 of the Exchange Act may,
with the consent of the Company, simultaneously
exercise options and sell the underlying shares
to the Company, and the Company shall withhold
from the gross proceeds an amount equal to the
number of shares with respect to which the options
are exercised multiplied by the Option Price per
share.

2.05 NO OBLIGATION TO EXERCISE OPTION

Granting of an option shall impose no obligation on
Optionee to exercise the option.

ARTICLE III
GENERAL PROVISIONS

3.01 WITHHOLDING TAXES FOR AWARDS

Each Optionee shall, as a condition of exercising an
Option, pay to the Company the amount, if any, required to be
withheld from distributions resulting from exercise under
applicable Federal and state income tax laws ("Withholding
Taxes"). Withholding Taxes shall be payable as of the date
income from the exercise is included in Optionee's gross income
for federal income tax purposes (the "Tax Date"). Optionee may
satisfy this requirement by electing one of the following methods
(or a combination), which election is subject to the approval of
the Board:

(a) remitting to the Company in cash or by check the
amount of the Withholding Taxes;

(b) remitting to the Company a number of shares of
common stock having an aggregate Fair Market Value
as of the last business day preceding the Tax Date
equal to the amount of the Withholding Taxes;

(c) electing to have the Company withhold from the
distribution the number of shares of common stock
having an aggregate Fair Market Value as of the
last business day preceding the Tax Date equal to
the amount of the Withholding Taxes.

Any election by Optionee pursuant to clause (b) or (c)
of this Section 3.01 must be made on or prior to the Tax Date and
is irrevocable. In addition, if Optionee is subject to Section
16 of the Exchange Act, an election pursuant to clause (b) or (c)
of this Section 3.01 cannot be made until at least six (6) months
after the Grant Date (except that this limitation shall not apply
in the event the death or disability of Optionee occurs prior to
the expiration of the six (6) month period), and election must be
made either by the date which is at least six (6) months prior to
the Tax Date or during any period beginning prior to the Tax Date
which begins on the third business day following the date of
release for publication by the Company of quarterly or annual
summary statements of earnings and ending on the twelfth business
day following this date.

3.02 CHANGE IN STOCK, ADJUSTMENTS, ETC.

(a) In the event that the outstanding shares of common
stock of the Company are increased or decreased or
changed into or exchanged for a different number
of shares or kind of shares or other securities
of the Company or of another corporation, by
reason of reorganization, merger, consolidation,
recapitalization, reclassification, stock split,
combination of shares, or a dividend payable in
capital stock, appropriate adjustment shall be
made by the Board in the number and kind of
shares for the purchase of which options may be
granted under the Plan. In addition, the Board
shall make appropriate adjustment in the number
and kind of shares as to which outstanding
options, or portions thereof then unexercised,
shall be exercisable, to the end that the
Optionee's proportionate interest shall be
maintained as before the occurrence of such
event, and this adjustment of outstanding options
shall be made without change of the total price
applicable to the unexercised portion of the
option and with a corresponding adjustment in the
Option Price per share; provided, however, that
each such adjustment in the number and kind of
shares subject to outstanding options, including
any adjustment in the Option Price, shall be made
in a manner which will not establish a new
measurement date for the purposes of determining
compensation expense under the provisions of the
Accounting Principles Board Opinion No. 25 -
Accounting for Stock Issued to Employees, as
amended. The grant of an option pursuant to the
Plan shall not affect in any way the right or
power of the Company to make adjustments,
reclassifications, reorganizations or changes of
its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or sell,
or transfer all or any part of its business or
assets.

(b) Change in Control. Upon the Change in Control of
the Company, as defined below, each stock option
granted shall be immediately vested and fully
exercisable as of the effective date of the Change
in Control. After the effective date of the
Change in Control, the option shall remain fully
exercisable until it would otherwise expire by
reason of lapse of time. "Change in Control"

means any one or more of the following events:
(a) the merger or consolidation of Employer with
or into any other corporation and Employer is not
the surviving corporation; (b) in excess of
24.99 percent of the outstanding common stock of
Employer is owned, held or controlled by an
entity, person or group acting in concert with the
power to control the Company as that term is
defined in Rule 405 of the Securities Act of 1933;
(c) the sale or exchange of in excess of 24.99
percent of the assets of Employer to any entity,
person, or group acting in concert; (d) the
recapitalization, reclassification of securities
or reorganization of Employer which has the effect
of either subpart (b) or (c) above; (e) the
issuance by Employer of securities in an amount in
excess of 24.99 percent of the outstanding common
stock of Employer to any entity, person, or group
acting in concert and intending to exercise
control of Employer or (f) the removal,
termination or retirement of more than 49 percent
of the members of the Board of Directors.

3.03 DURATION, AMENDMENT AND TERMINATION

The Company may at any time terminate the Plan or make
amendments as it shall deem advisable and in the best interests
of the Company without further action on the part of the holders
of Company voting stock; provided, however, that no termination
or amendment shall, without the consent of the individual to whom
any option shall have been granted, affect or impair the rights
of that individual under the option, and provided further, that
unless the holders of Company voting stock shall have approved in
accordance with Rule 16b-3(b) of the Exchange Act, no amendment
of this Plan shall be made whereby:

1) the total number of shares which may be optioned under
the Plan to all individuals, or any of them, shall be
increased, except by operation of the adjustment
provisions of Section 3.02 (a) hereof;

2) the terms of the options shall be extended;

3) the minimum Option Price shall be decreased; or

4) the class of individuals to whom options may be granted
shall be changed.

3.04 APPLICATION OF FUNDS

The proceeds received by the Company from the sale of
stock subject to option are to be added to the general funds of
the Company.

3.05 LEGAL AND OTHER REQUIREMENTS

The obligation of the Company to sell and deliver
common stock under the Plan shall be subject to all applicable
laws, regulations, rules and approvals, including, but not by way
of limitation, the effectiveness of a registration statement
under the Securities Act of 1933 if deemed necessary or
appropriate by the Company.

3.06 EFFECTIVE DATE OF PLAN

This Plan shall become effective October 15, 1992,
provided that it has been adopted by the affirmative vote of a
majority of the outstanding shares of the Company present and
entitled to vote at a meeting of stockholders at which a quorum
is present within one (1) year of its adoption by the Company.
The Plan shall be null and void and of no effect if this
condition is not fulfilled, and in this event each stock option
granted shall, notwithstanding any of the preceding provisions of
the Plan, be null and void and of no effect.

Executed at _________________________ this ______ day of

___________________, 19____.

MID AM, INC.

______________________________________

By____________________________________

EXHIBIT 10.4

DESCRIPTION OF EMPLOYEE STOCK OWNERSHIP AND
PENSION PLAN OF THE COMPANY

ESOP Pension Plan

The Company maintains a money purchase employee stock ownership
pension plan (the "Pension Plan"), which is designed to meet the
requirements of an employee stock ownership plan under Section
4975(e)(7) of the Internal Revenue Code and Section 407(d)(6) of
the Employee Retirement Income Security Act of 1974. The Pension
Plan provides for mandatory contributions by the Company in the
form of either common stock or cash which will be used
predominantly to purchase common stock of the Company. All
employees of the Company and its subsidiaries are eligible to
participate in the Pension Plan after they attain the age of 21
and have completed one year of service during which the employee
is credited with at least 1,000 hours of service. The Company
credits each eligible participant's account with cash or common
stock of the Company equal to six percent of the employee's
compensation earned during the year with respect to which the
contribution is made. Contributions credited to a participant's
account are generally not vested until the completion of the
fifth year of service, at which time the contributions become
fully vested. Pension Plan participants are entitled to receive
distributions from their Pension Plan accounts only upon
retirement, death, total disability, or termination of service.
Distributions may be made in either cash or common stock of the
Company and may be paid in lump sum or in the form of an annuity.

Participating employees are entitled to instruct the trustee of
the Pension Plan how to vote the shares of the Company's common
stock held in their account. The trustee of the Pension Plan,
Mid American National Bank, purchases the shares of the Company's
common stock either directly from the Company or on the open
market, and has dispositive powers over the shares.

EXHIBIT 10.5

DESCRIPTION OF EMPLOYEE STOCK OWNERSHIP AND
SAVINGS PLAN OF THE COMPANY (401K)

Profit Sharing / 401(k) Savings Plan

The Company also maintains an employee stock ownership and
savings plan (the "Profit Sharing/Savings Plan"), which is
designed to provide discretionary contributions by the Company to
eligible employees' accounts based upon the profitability of the
Company and to provide a means of voluntary tax-free salary
deferral for employees pursuant to Section 401(k) of the Internal
Revenue Code. The profit sharing aspect of the Profit
Sharing/Savings Plan provides for discretionary contributions by
the Company in the form of the Company's common stock or cash
which will be used predominantly to purchase common stock of the
Company. The Company may, at its sole discretion, credit
eligible participants' accounts with cash or the Company's common
stock of up to three percent of the employee's annual
compensation. Eligibility requirements, vesting parameters,
termination and distribution rules are substantially identical to
those of the Pension Plan.

The Profit Sharing/Savings Plan also contains a 401(k) salary
deferral provision, which enables eligible employees to defer a
percentage of their annual compensation, not to exceed the
maximum amount permitted under the Internal Revenue Code. The
Company also matches, dollar-for-dollar, the amount deferred by
eligible employees, for a maximum matching contribution of three
percent of the participant's annual compensation. Participants
may direct their deferral compensation, including any matching
contributions, into several investment alternatives.

EXHIBIT 10.6

PENSION MAKE-UP PLAN OF THE COMPANY (SERP)

Make Up Plan

In 1993, the Company adopted a funded, non-qualified supplemental
executive retirement plan ("the Make Up Plan"), due to
limitations imposed by federal law on the amount of retirement
income that may be paid through the Pension Plan and Profit
Sharing Plan. Under the Make Up Plan, any employee whose
benefits under the Pension Plan and Profit Sharing Plan would
exceed the maximum benefit limitations imposed by Section 402(g)
of the Internal Revenue Code, will receive under the Make Up Plan
an amount equal to the benefit the participant would have
received without regard to the limitations minus the amount
actually received under the Pension Plan and Profit Sharing Plan.
Benefits under the Make Up Plan are funded annually with the
Company's common stock, and are held in an irrevocable trust for
the benefit of the participants. Payments under the Make Up Plan
have no effect on the funding or availability of funds under the
Company's Pension Plan and Profit Sharing Plan.

The Make Up Plan follows this description.

MID AM, INC.

PENSION MAKE UP PLAN

WHEREAS, the Employee Retirement Income Security Act of 1974
("ERISA") requires that limits be set on the maximum benefits
which may be paid from a tax-qualified defined contribution
retirement plan to a Participant in such a plan; and

WHEREAS, the Mid Am, Inc. Employee Stock Ownership & Savings Plan
was effective January 1, 1975, and includes nondiscrimination
limitations as imposed under Section 401(k) of the Internal
Revenue Code as well as maximum benefit limitations imposed by
Section 415 and Section 401(a)(17) of the Internal Revenue Code;
and

WHEREAS, the Mid Am, Inc. Employee Stock Ownership Pension Plan
was effective July 1, 1989, and included benefit limitations
imposed by Section 415 and Section 401(a)(17) of the Internal
Revenue Code; and

WHEREAS, Mid Am, Inc. (the "Corporation") intends to adopt this
non-qualified "top hat" retirement benefit plan effective
January 1, 1993, so that a Participant may receive a benefit
equal to the contribution that cannot be paid under the Basic
Plans due to the limits placed on the benefit amounts by Sections
401(k), 402(g), 401(a)(17) and 415(c) and related sections of the
Internal Revenue Code of 1986, as may be amended from time to
time.

NOW, THEREFORE, the Corporation adopts the Mid Am, Inc. Pension
Make-up Plan ("Plan") for certain employees who participate in
the Basic Plans (the "Participants") for the purpose of providing
an opportunity for Participants to defer compensation and to
receive any Corporation matching and other non-elective
contributions which cannot be paid under the Basic Plans because
of the restrictions imposed by ERISA and the Internal Revenue
Code of 1986. The Corporation promises to purchase stock for
each Participant to pay the benefits defined to Participants, or
on their behalf to their heirs, personal representatives or
beneficiaries, subject to the terms and conditions specified
hereinafter.

Page 1

ARTICLE I
DEFINITIONS

1. "Act" means the Employee Retirement Income Security Act of
1974, as amended.

2. "Account" means a liability of the Corporation in the name of
each Participant.

3. "Basic Plans" means the Mid Am, Inc. Employee Stock Ownership
and Savings Plan ("Savings Plan") and the Mid Am, Inc. Employee
Stock Ownership Plan ("Pension Plan") as amended from time to
time.

4. "Beneficiary" means any person designated by a Participant to
receive payment under this Plan in the event of the Participant's
death and shall mean the spouse of the Participant in the event
is married and has designated no other beneficiary.

5. "Board of Directors" means the Board of Directors of Mid Am,
Inc.

6. "Change in Control" means any one or more of the following
events:

a. the merger or consolidation of the Corporation with or into
any other corporation and Mid Am, Inc. is not the surviving
corporation;

b. in excess of 24.99 percent of the outstanding common stock of
the Corporation is owned, held or controlled by an entity, person
or group acting in concert with the power to control the
Corporation as that term is defined in Rule 405 of the Securities
Act of 1933;

c. the sale or exchange of in excess of 24.99 percent of the
assets of the Corporation to any entity, person, or group acting
in concert;

d. the recapitalization, reclassification of securities or
reorganization of the Corporation which has the effect of either
subpart (b) or (c) above;

e. the issuance by the Corporation of securities in an amount in
excess of 24.99 percent of the outstanding common stock of the
Corporation to any entity, person, or group acting in concert and
intending to exercise control of the Corporation, or

f. the removal, termination or retirement of more than 49 percent
of the members of the Board of Directors.

7. "Code" means the Internal Revenue Code of 1986, as may be
amended from time to time.

8. "Corporation" means Mid Am, Inc., an Ohio corporation. Such
term includes all corporations which comprise a "controlled group
of corporations" as defined in Section 414(b) of the Code, of
which Mid Am, Inc. is a member.

Page 2
9. "Diminution of Status" means a material diminution of or
interference with an Employees duties, responsibilities and
benefits. By way of example and not by way of limitation, any of
the following actions, if unreasonable or materially adverse to
Employee, shall constitute diminution or interference unless
consent to in writing by the Employee:

a. a reduction in the size or a change in the location of
Employee's office;

b. a reduction or adverse change in the scope or nature of the
secretarial or other administrative support of Employee;

c. a reduction or adverse change in Employee's title or
decision-making responsibilities;

d. a reduction in the number of seniority of other personnel
reporting to Employee, other than as part of a company-wide
reduction in staff, or a reduction in the frequency with which
personnel are to report to Employee;

e. an increase in the number of, or a decrease in the seniority
of, the persons (other than the Board of Directors) to whom
Employee must report; or an increase in the frequency of, or in
the nature of matters with respect to which, reports by Employee
shall be required;

f. a reduction or adverse change in the salary, perquisites,
benefits, contingent benefits or vacation time which had
previously been provided to Employee, other than as part of an
overall program applied uniformly and with equitable effect to
all members of the senior management of the Corporation; and

g. a material increase in the required hours of work or the work
load of Employee.

10. "Eligible Employee" means any Employee who is among a select
group of management or highly compensated employees.

11. "Employee" means any individual employed by the Corporation.

12. "Participant" means any Employee individual who, by reason of
his or her responsibilities with the Corporation and the nature
of his or her participation in the Basic Plans, is selected by
the Special Projects Committee to participate in this Plan.

13. "Special Projects Committee" means the Special Projects
Committee appointed by the Board of Directors to act on behalf
of the Corporation.

14. "Stock" means the Common Stock of the Corporation.

15. "Termination or Diminution of Status for Cause" means
involuntary termination or diminution of status under the
following circumstances.

a. misappropriating any funds or property of the Corporation;

b. being convicted of a felony;

c. mismanaging the assets of the Corporation;

Page 3

d. inability to fulfill the duties of the position for a period
longer than three consecutive months;

e. incompetence, insubordination, willful misconduct, dishonesty,
or neglect in the performance of the duties of the position;

f. material breach of this Agreement;

g. being under the habitual influence of alcohol or other drugs;
or

h. (1) If Employee is suspended from office or temporarily
prohibited from participating in the regular conduct of the
Corporation's affairs by any regulatory agency, all obligations
under this Agreement shall be suspended upon suspension or
prohibition. Once the matter is resolved and Employee is
permitted to return to his or her position, the Corporation, in
its sole discretion, may reinstate, in whole or in part, any of
the obligations.

(2) If Employee is removed from office and/or permanently
prohibited from participating in the conduct of the Corporation's
affairs by any regulatory agency, Corporations obligations under
this Agreement shall terminate, but vested rights of the parties
shall not be affected.

16. "Rabbi Trust" means an employer grantor trust established to
hold contributions to this Plan.

ARTICLE ll
ELIGIBILITY

Any Eligible Employee who is selected by the Special Projects
Committee shall be eligible to participate in this Plan. Upon
completion of the participation election form, the Eligible
Employee selected will become a Participant.

ARTICLE III
CONTRIBUTIONS AND BENEFITS

All Participants and Beneficiaries whose benefits under the Basic
Plans are limited, directly or indirectly, by Section 401(k),
402(g), 401(a)(17) or 415(c) and related sections of the Code,
shall be eligible to receive the "Pension Make-up" benefits
pursuant to this Plan. In no event shall a Participant or
Beneficiary who is not entitled to benefits under the Basic Plans
be eligible for, or receive, the Pension Make-up benefits of this
Plan.

Page 4
The Corporation shall credit the Account of each Participant with
the following Pension Make-up amounts:

1. The amount which is equal to the excess, if any, of A over B,
where:

"A" is the amount of the maximum matching contribution that would
have been contributed to the Savings Plan for the year determined
without the limitations imposed by Section 415(c), Section
401(k), Section 401(m), Section 402(g) or Section 401(a)(17) of
the Code and assuming the Participant had elected to defer a
sufficient amount of his or her Annual Compensation to maximize
the matching contribution (regardless of whether or not the
Participant has made such election); and

"B" is the actual matching contribution made on behalf of the
Participant to the Savings Plan, and

2. The amount which is equal to the excess, if any, of C over D,
where:

"C" is the sum of the amount of the Employer Pension
Contribution in the Pension Plan plus the amount of the Employer
Profit Sharing Contribution in the Savings Plan that would have
been contributed to the Basic Plans for the year based on his or
her Annual Compensation and determined without the limitations
imposed by Sections 401(a)(17) and 415(c); and

"D" is the sum of the actual Employer Pension Contribution plus
Employer Profit Sharing Contribution allocated to the Participant
in the Basic Plans.

In calculating the Pension Make-up amounts as set forth above,
Annual Compensation includes compensation as defined in the Basic
Plans (but without regard to the limitation imposed by Section
401(a)(17)), plus any compensation which the Participant has
elected to defer pursuant to any non-qualified deferred
compensation arrangement with the Corporation.

The Pension Make-up amounts shall be credited to the
Participant's Account on the last day of the Plan Year with
respect to which the amounts would have been contributed to the
Basic Plans had it not been for the limitations imposed by the
Code.

The Corporation shall establish the Rabbi Trust and make
contributions to it for the purpose of providing a source of
funds to meet the liabilities under the Plan.

Contributions to the Rabbi Trust shall be made by the Corporation
on the third Thursday of January of each year, or as soon
thereafter as administratively practical and can be made in the
form of cash or Stock.

Contributions made in Stock will generally be acquired through
purchase on the open market by a third party purchasing agent on
the date upon which the Contributions are made by the
Corporation.

Page 5
It is contemplated that the Rabbi Trust will generally invest all
cash contributions made to it in Stock as soon as
administratively practical following each Plan Year for which
contributions are made. If cash contributions are made to the
Rabbi Trust which are not immediately invested in Stock, or the
Rabbi Trust receives cash dividends on Stock which are not
immediately reinvested, such amounts shall be invested in
interest bearing accounts and accrue interest until invested in
Stock.

The Account of each Participant shall be adjusted at least
annually or more frequently as determined by the Special
Projects Committee. For each measurement period, any interest,
dividends, gains, losses, appreciation or depreciation of the
assets (i.e., principally Stock and interest bearing accounts) of
the Rabbi Trust shall be accounted for and used to adjust the
value of the Participant's Account on a reasonable basis as
determined by the Special Projects Committee.

Each Participant shall be entitled to the full amount of all
appreciation in value of any Stock allocated or considered
allocated to his or her Account, including, without limitation,
all stock and cash dividends, stock splits, or rights offerings,
subject to all vesting requirements, as set forth in Article V.

ARTICLE IV
TIMING OF BENEFITS

Payments of benefits under this Plan shall be paid within 30 days
of the later of attainment of age 65 or separation from service.
In the event that the Participant shall die or become disabled
prior to separation from service, any amount due him or her under
this Agreement will vest immediately and will be paid at that
time to the Participant, the Participant's spouse or such other
Beneficiary as the Participant shall have designated. With
respect to any benefit payments under this Plan, the Corporation
shall withhold as required by applicable tax law.

Benefits will be paid to the Participant in cash or Stock, or a
combination of both, at the option of the Corporation. The
Corporation shall have the right to direct the Trustee of the
Rabbi Trust to sell sufficient shares of Stock to allow the Rabbi
Trust and/or the Corporation, as appropriate, to make the proper
tax withholdings and deposits as required by law.

In the event a Participant encounters a hardship resulting from
circumstances of sufficient severity that a Participant is
confronted by present or impending financial ruin, the Special
Projects Committee may permit a distribution of the vested value
of the Participant's Accounts up to an amount necessary to cure
the hardship. Any request for such a distribution must be made by
the Participant in writing to the Special Projects Committee for
disposition.

In the event of involuntary termination or Diminution of Status
of Participant's employment other than for cause, in connection
with or within two years after a Change in Control, payment of
all vested benefits due under this Plan shall be made in a lump
sum cash amount within 30 days after the effective date of
involuntary termination or Diminution of Status.

Page 6
ARTICLE V
VESTING

Subject to the right of the Corporation to discontinue the Plan,
as provided in Article VIII hereof, a Participant shall have a
nonforfeitable interest in benefits payable under the Plan to the
same extent the Participant is vested in his or her benefits
under the Basic Plans.

Notwithstanding the above, upon a Change in Control, all benefits
under the Plan shall be immediately vested. Should a Participant
retire before the age of 65, the Special Projects Committee shall
have the discretion to immediately vest all benefits accrued by
the Participant under the Plan.

ARTICLE VI
FUNDING

Benefits under this Plan shall be paid from the general assets of
the Corporation as set aside in the Rabbi Trust. This Plan shall
be administered as an unfunded plan which is maintained primarily
for the purpose of providing supplemental retirement compensation
"for a select group of management or highly compensated
employees" as set forth in Sections 201(2), 301(3), and 401(a)(1)
of the Act, and is not intended to meet the qualification
requirements of Section 401 of the Code. Any assets set aside in
the Rabbi Trust shall not be deemed to be the property of the
Participant. No Participant or Beneficiary shall be entitled to
receive any payment for benefits under this Plan from the
qualified trust maintained for the Basic Plans.

ARTICLE Vll
PLAN ADMINISTRATION

This Plan shall be operated under the direction of the Board of
Directors and administered by the Special Projects Committee in a
manner consistent with the operation and administration of the
Basic Plans. A Special Projects Committee decision in any matter
involving the interpretation and application of this Plan shall
be final and binding. All questions or interpretations shall be
governed by the local laws of the state of Ohio unless
specifically preempted by the Act.

Page 7
ARTICLE VIII
AMENDMENT AND DISCONTINUANCE

Mid Am, Inc. hereby reserves the right and power, by action of
its Board of Directors, to amend, suspend or terminate this Plan
in whole or in part, at any time. However, in no event shall Mid
Am, Inc. have the right to eliminate or reduce any benefit which
has been vested or become nonforfeitable under the Plan, subject
to Article V hereof. This Plan confers no additional rights to
any Participant or Employee of the Corporation and shall not be
construed to be a promise to continue the employment of any
Employee or a Participant.

IN WITNESS WHEREOF, this instrument has been executed at Bowling
Green, Ohio this
day of , 19

MID AM, INC.

By:
Witness

Page 8
MID AM, INC.

TRUST AGREEMENT

January 1993

MID AM, INC.

TRUST AGREEMENT

THIS AGREEMENT made this day of , 19 , by and
between Mid Am, Inc. (the Corporation) and Mid Am Bank and Trust
(Trustee):

WHEREAS, the Corporation has adopted the Mid Am, Inc. Pension
Make-up Plan, a non-qualified deferred compensation plan designed
to replace certain retirement benefits; and.

WHEREAS, the Corporation has incurred or expects to incur
liability under the terms of such Plan with respect to the
individuals participating in such Plan; and

WHEREAS, the Corporation wishes to establish a trust (hereinafter
called "Trust") and to contribute to the Trust assets that shall
be held therein, subject to the claims of the Corporation's
creditors in the event of the Corporation's Insolvency, as herein
defined, until paid to Plan participants and their beneficiaries
in such manner and at such times as specified in the Plan; and

WHEREAS, it is the intention of the parties that this Trust shall
constitute an unfunded arrangement and shall not affect the
status of the Plan as an unfunded plan maintained for the purpose
of providing deferred compensation for a select group of
management or highly compensated employees for purposes of Title
I of the Employee Retirement Income Security Act of 1974; and

WHEREAS, it is the intention of the Corporation to make
contributions to the Trust to provide itself with a source of
funds to assist it in the meeting of its liabilities under the
Plan.

NOW, THEREFORE, the parties do hereby establish the Trust and
agree that the Trust shall be comprised, held and disposed of as
follows:

Page 1
SECTION 1
ESTABLISHMENT OF TRUST

The Corporation hereby deposits with Trustee in trust Mid Am
Stock, which shall become the principal of the Trust to be held,
administered and disposed of by Trustee as provided in this Trust
Agreement.

The Trust hereby established shall be irrevocable.

The Trust is intended to be a grantor trust, of which the
Corporation is the grantor, within the meaning of subpart E, part
I, subchapter J, chapter 1, subtitle A of the Internal Revenue
Code of 1986, as amended, and shall be construed accordingly.

The principal of the Trust, and any earnings thereon shall be
held separate and apart from other funds of the Corporation and
shall be used exclusively for the uses and purposes of Plan
participants and general creditors as herein set forth. Plan
participants and their beneficiaries shall have no preferred
claim on, or any beneficial ownership interest in, any assets of
the Trust. Any rights created under the Plan and this Trust
Agreement shall be mere unsecured contractual rights of Plan
participants and their beneficiaries against the Corporation. Any
assets held by the Trust will be subject to the claims of the
Corporation's general creditors under federal and state law in
the event of Insolvency, as defined in Section 3(a) herein.

The Corporation, in its sole discretion, may at any time, or from
time to time, make additional deposits of cash or other property
in trust with Trustee to augment the principal to be held,
administered and disposed of by Trustee as provided in this Trust
Agreement. Neither Trustee nor any Plan participant or
beneficiary shall have any right to compel such additional
deposits.

SECTION 2
PAYMENTS TO PLAN PARTICIPANTS AND THEIR BENEFlCIARIES

The Corporation shall deliver to Trustee a schedule (the "Payment
Schedule") that indicates the amounts payable in respect of each
Plan participant (and his or her beneficiaries), that provides a
formula or other instructions acceptable to Trustee for
determining the amount so payable, the form in which such amount
is to be paid (as provided for or available under the Plan), and
the time of commencement for payment of such amounts. Except as
otherwise provided herein, Trustee shall make payments to the
Plan participants and their beneficiaries in accordance with such
Payment Schedule. The Trustee shall make provision for the
reporting and withholding of any federal, state or local taxes
that may be required to be withheld with respect to the payment
of benefits pursuant to the terms of the Plan and shall pay
amounts withheld to the appropriate taxing authorities or
determine that such amounts have been reported, withheld and
paid by the Corporation.

Page 2
The entitlement of a Plan participant or his or her beneficiaries
to benefits under the Plan shall be determined be the Corporation
or such party as it shall designate under the Plan, and any claim
for such benefit shall be considered and reviewed under the
procedures set out in the Plan.

The Corporation may make payment of benefits directly to Plan
participants or their beneficiaries as they become due under the
terms of the Plan. The Corporation shall notify Trustee of its
decision to make payment of benefits directly prior to the time
amounts are payable to participants or their beneficiaries. In
addition, if the principal of the Trust, and any earnings
thereon, are not sufficient to make payments of benefits in
accordance with the terms of the Plan, the Corporation shall make
the balance of each such payment as it falls due. Trustee shall
notify the Corporation where principal and earnings are not
sufficient.

SECTION 3
TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO TRUST
BENEFICIARY WHEN THE CORPORATION IS INSOLVENT

Trustee shall cease payment of benefits to Plan participants and
their beneficiaries if the Corporation is Insolvent. The
Corporation shall be considered "Insolvent" for purposes of this
Trust Agreement if (i) the Corporation is unable to pay its debts
as they become due, or (ii) the Corporation is subject to a
pending proceeding as a debtor under the United States Bankruptcy
Code, or (iii) the Corporation is determined to be insolvent by a
banking authority.

At all times during the continuance of this Trust, as provided in
Section 1(d) hereof, the principal and income of the Trust shall
be subject to claims of general creditors of the Corporation
under federal and state law as set forth below.

The Board of Directors and the Chief Executive Officer of the
Corporation shall have the duty to inform Trustee in writing of
the Corporation's Insolvency. If a person claiming to be a
creditor of the Corporation alleges in writing to Trustee that
the Corporation has become Insolvent, Trustee shall determine
whether the Corporation is Insolvent and pending such
determination, Trustee shall discontinue payment of benefits to
Plan participants or their beneficiaries.

Unless Trustee has actual knowledge of the Corporation's
Insolvency, or has received notice from the Corporation or a
person claiming to be a creditor alleging that the Corporation is
Insolvent, Trustee shall have no duty to inquire whether the
Corporation is Insolvent. Trustee may in all events rely on such
evidence concerning the Corporation's solvency as may be
furnished to Trustee and that provides Trustee with a reasonable
basis for making a determination concerning the Corporation's
solvency.

If at any time Trustee has determined that the Corporation is
Insolvent, Trustee shall discontinue payments to Plan
participants or their beneficiaries and shall hold the assets of
the Trust for the benefit of the Corporation's general creditors.
Nothing in this Trust Agreement shall in any way diminish any
rights of Plan participants or their beneficiaries to pursue
their rights as general creditors of the Corporation with respect
to benefits due under the Plan or otherwise.

Trustee shall resume the payment of benefits to Plan participants
or their beneficiaries in accordance with Section 2 of this Trust
Agreement only after Trustee has determined that the Corporation
is not Insolvent (or is no longer insolvent).

Page 3

Provided that there are sufficient assets, if Trustee
discontinues the payment of benefits from the Trust pursuant to
Section 3(b) hereof and subsequently resumes such payments, the
first payment following such discontinuance shall include the
aggregate amount of all payments due to Plan participants or
their beneficiaries under the terms of the Plan for the period
of such discontinuance, less the aggregate amount of any
payments made to Plan participants or their beneficiaries by
the Corporation in lieu of the payments provided for hereunder
during any such period of discontinuance.

SECTION 4
INVESTMENT AUTHORITY

Trustee may invest in securities (including stock or rights to
acquire stock) or obligations issued by the Corporation. All
rights associated with assets of the Trust shall be exercised by
Trustee or the person designated by Trustee, and shall in no
event be exercisable by or rest with Plan participants.

The Corporation shall have the right at anytime, and from time to
time in its sole discretion, to substitute assets of equal fair
market value for any asset held by the Trust. This right is
exercisable by the Corporation in a non-fiduciary capacity
without
the approval or consent of any person in a fiduciary capacity.

SECTION 5
DISPOSITION OF INCOME

During the term of this Trust, all income received by the Trust,
net of expenses and taxes, shall be accumulated and reinvested.

SECTION 6
ACCOUNTING BY TRUSTEE

Trustee shall keep accurate and detailed records of all
investments, receipts, disbursements, and all other transactions
required to be made, including such specific records as shall be
agreed upon in writing between the Corporation and Trustee.
Within 45 days following the close of each calendar year and
within 45 days after the removal or resignation of Trustee,
Trustee shall deliver to the Corporation a written account of its
administration of the Trust during such year or during the
period from the close of the last preceding year to the date of
such removal or resignation, setting forth all investments,

Page 4
receipts, disbursements and other transactions effected by it,
including a description of all securities and investments
purchased and sold with the cost or net proceeds of such
purchases or sales (accrued interest paid or receivable being
shown separately), and showing all cash, securities and other
property held in the Trust at the end of such year or as of the
date of such removal or resignation, as the case may be.

SECTION 7
RESPONSIBILITY OF TRUSTEE

Trustee shall act with the care, skill, prudence and diligence
under the circumstances then prevailing that a prudent person
acting in like capacity and familiar with such matters would use
in the conduct of an enterprise of a like character and with like
aims, provided, however, that Trustee shall incur no liability to
any person for any action taken pursuant to a direction, request
or approval given by the Corporation which is contemplated by,
and in conformity with, the terms of the Plan or this Trust and
is given in writing by the Corporation. In the event of a dispute
between the Corporation and a party, Trustee may apply to a court
of competent jurisdiction to resolve the dispute.

Trustee may consult with legal counsel (who may also be counsel
for the Corporation generally) with respect to any of its duties
or obligations hereunder.

Trustee may hire agents, accountants, actuaries, investment
advisors, financial consultants or other professionals to assist
it in performing any of its duties or obligations hereunder.

Trustee shall have, without exclusion, all powers conferred on
Trustees by applicable law, unless expressly provided otherwise
herein, provided, however, that if an insurance policy is held as
an asset of the Trust, Trustee shall have no power to name a
beneficiary of the policy other than the Trust, to assign the
policy (as distinct from conversion of the policy to a different
form) other than to a successor Trustee, or to loan to any person
the proceeds of any borrowing against such policy.

Notwithstanding any powers granted to Trustee pursuant to this
Trust Agreement or to applicable law, Trustee shall not have any
power that could give this Trust the objective of carrying on a
business and dividing the gains therefrom, within the meaning of
section 301.7701-2 of the Procedure and Administrative
Regulations promulgated pursuant to the Internal Revenue Code.

SECTION 8
COMPENSATION AND EXPENSES OF TRUSTEE

The Corporation shall pay all administrative and Trustee's fees
and expenses. If not so paid, the fees and expenses shall be paid
from the Trust.

Page 5
SECTION 9
RESIGNATION AND REMOVAL OF TRUSTEE

Trustee may resign at any time by written notice to the
Corporation, which shall be effective 30 days after receipt of
such notice unless the Corporation and Trustee agree otherwise.

Trustee may be removed by the Corporation on 30 days notice or
upon shorter notice accepted by Trustee.

Upon resignation or removal of Trustee and appointment of a
successor Trustee, all assets shall subsequently be transferred
to the successor Trustee. The transfer shall be completed within
60 days after receipt of notice of resignation, removal or
transfer, unless the Corporation extends the time limit.

If Trustee resigns or is removed, a successor shall be appointed,
in accordance with Section 10 hereof, by the effective date of
resignation or removal under paragraph(s) (a) (or (b)) of this
section If no such appointment has been made, Trustee may apply
to a court of competent jurisdiction for appointment of a
successor or for instructions. All expenses of Trustee in
connection with the proceeding shall be allowed as administrative
expenses of the Trust.

SECTION 10
APPOINTMENT OF SUCCESSOR

If Trustee resigns (or is removed) in accordance with Section
9(a) or (b) hereof, the Corporation may appoint any third party,
such as a bank trust department or other party that may be
granted corporate trustee powers under state law, as a successor
to replace Trustee upon resignation or removal. The appointment
shall be effective when accepted in writing by the new Trustee,
who shall have all of the rights and powers of the former
Trustee, including ownership rights in the Trust assets. The
former Trustee shall execute any instrument necessary or
reasonably requested by the Corporation or the successor
Trustee to evidence the transfer.

SECTION 11
AMENDMENT OR TERMINATION

This Trust Agreement may be amended by a written instrument
executed by Trustee and the Corporation. Notwithstanding the
foregoing, no such amendment shall conflict with the terms of the
Plan or shall make the Trust revocable.

Page 6
The Trust shall not terminate until the date on which Plan
participants and their beneficiaries are no longer entitled to
benefits pursuant to the terms of the Plan. Upon termination of
the Trust any assets remaining in the Trust shall be returned to
the Corporation.

SECTION 12
MISCELLANEOUS

Any provision of this Trust Agreement prohibited by law shall be
ineffective to the extent of any such prohibition, without
invalidating the remaining provisions hereof.

Benefits payable to Plan participants and their beneficiaries
under this Trust Agreement may not be anticipated, assigned
(either at law or in equity), alienated, pledged, encumbered or
subjected to attachment, garnishment, levy, execution or other
legal or equitable process.

This Trust Agreement shall be governed by and construed in
accordance with the laws of the state of Ohio.

SECTION 13
EFFECTIVE DATE

The effective date of this Trust Agreement shall be , 19

IN WITNESS WHEREOF, this Trust Agreement has been executed at
Bowling Green, Ohio this day of , 19_.

MID AM, INC.

By:
Witness

MID AM, INC. BANK AND TRUST

By:
Witness

Page 7

EXHIBIT 10.7

FORM OF CHANGE IN CONTROL AGREEMENTS WITH CERTAIN
EXECUTIVE OFFICERS OF THE COMPANY

Change in Control Agreements

In order to assure continuity of management and operations, the
Company and its subsidiaries have Change in Control Agreements
(the "Agreements") with certain of their executive officers.
During the term of the Agreements, the executive officers have
agreed, among other things, to devote their time, skill, energy
and attention to the business of the Company and its subsidiaries
and to perform their duties in a diligent, trustworthy, loyal,
businesslike and efficient manner. The base salary of these
employees will continue to be determined in accordance with
normal corporate procedures and can be adjusted at any time. In
addition, the executive officers will continue to participate in
the benefit plans available to all employees.

Pursuant to the Agreements, the Company and its subsidiaries
could terminate an executive officer's employment without
liability under the contract for any reason, or for no reason,
with or without notice. The Agreements do not change the
employees' status as employees at will in accordance with the
laws of the State of Ohio. In the event of involuntary
termination or diminution of status, without cause, after a
change in control (as defined), the employees would be entitled
to compensation under the Agreements in an amount equal to
between one and one-half to two and one-half times the employee's
average total compensation (depending upon the officer's level)
for the immediately preceding two years, payable in lump sum or
monthly installments. However, the Company and any of its
subsidiaries are not obligated to pay any amount which is in
excess of the then maximum amount which they can deduct for
federal income tax purposes. For purposes of the Agreements, a
change in control is defined as a merger or consolidation with or
into any other corporation where the Company is not the surviving
corporation, certain situations involving the issuance of,
ownership, or control of in excess of 24.99 percent of the
outstanding common stock or assets of the Company, or the
removal, termination or retirement of more than 49 percent of the
members of the Board of Directors.

The form of Change in Control Agreement follows this description.

MID AM, INC.

1997 AMENDMENT TO CHANGE IN CONTROL AGREEMENTS

All Change in Control Agreements entered into by the Company,
including any amended and restated agreements (the "Agreements"),
are hereby amended in the following manner.

Article II

Section 2. An additional Subsection (C) shall be added to read
as follows:

C. Continuation of Life and Long-Term Disability
Benefits. During the [ ] year period after involuntary
termination or diminution of status of Employee's employment,
Employee shall be also entitled to participate in the Company's
life and long-term disability plan or plans, at a level identical
to that in effect at the time of termination or diminution of
status, at company's expense, regardless of whether Company is
partially of fully self-insured. Company will continue payment
for these benefits unless impermissible under applicable law.
These payments are subject to reduction to the extent necessary
so that they do not constitute "excess parachute payments" under
the Internal Revenue Code and so that they violate no applicable
law governing executive compensation. These payments may be
terminated if Employee receives comparable benefits through other
full-time employment with an unaffiliated employer. Upon
expiration of this [ ] year period, Employee shall be
permitted to participate in Company's life or long-term
disability plan or plans, at Employee's costs (which cost shall
be equal to the Employee cost charged to other employees of the
Company) until Employee's death.

The blanks shall reflect the time periods established by title
and level of the various employees.

Employees who currently have Agreements will execute amendments
reflecting this change. Any employees entering into such
Agreements in the future will receive an Agreement which
incorporates this Amendment.

Remainder of the Agreements. Any Article, Section or Subsection
of the Agreements not expressly amended shall remain unchanged
and shall continue to exist exactly as originally set forth in
the Agreements. All of the provisions of the Agreements shall
remain in full force and effect as written, unless modified by
this Amendment.

Effective Date of Amendment. This Amendment shall become
effective November 21, 1996.

Adopted by the Board of Directors this 21st day of November,
1996.

MID AM, INC.

By
W. Granger Souder
Secretary of the Board

MID AM, INC.

CHANGE IN CONTROL AGREEMENT

This Change in Control Agreement is entered into ,
19 , by and between Mid Am, Inc. ("Company") and , a resident of
, Ohio ("Employee").

ARTICLE I.
EMPLOYMENT

Section 1. Employment. Company shall employ Employee and Employee
shall accept employment with Company upon the terms and subject
to the conditions set forth in this Agreement.

Section 2. Duties and Services. Employee shall be employed in the
capacity of - and shall have such other duties and
responsibilities as are designated by the Board of Directors from
time to time consistent with Employee's level of authority and
responsibility with Company. Employee agrees to perform
designated duties and services and to devote Employee's full and
exclusive business time, skill, best efforts and attention
(excluding vacations and other leaves of absence) to promote
the business of Company and to perform faithfully to the fullest
extent of Employee's ability all of Employee's duties under this
Agreement. Employee further agrees, upon any appointment or
election to the Board of Directors of Company, Company's parent,
or any of Company's affiliates, to accept such appointment or
election and to devote Employee's best efforts to perform any
duties as director.

Section 3. Term. The term of this Agreement ("Employment") shall
begin on the date above and shall continue until the first
anniversary of the Agreement, unless sooner terminated pursuant
to Article II, Section 1. This Agreement shall be automatically
renewed for additional one year periods following the original
term, at the end of each subsequent one year period, upon the
same terms and conditions.

Section 4. Place of Employment. Employee's initial place of
employment is. However, Company may require that Employee work at
any other place as Company may direct. If Employee is required to
relocate, however, Company shall pay Employee's reasonable moving
expenses actually incurred in accordance with Company policy.

Section 5. Compensation. Company shall pay to Employee as
compensation for services rendered during the Employment such
salary, bonus, commission or other remuneration as the Board of
Directors of Company may determine from time to time.

Section 6. Adherence to Standards. Employee shall comply with the
policies, standards, rules and regulations of Company from time
to time established including, but not limited to, rules
established by Company covering hours of work, vacation periods,
sick leave and other terms and conditions of the Employment.

Section 7. Expense Reimbursement. Company shall reimburse
Employee for authorized travel and other reasonable expenses
actually incurred in promoting, fostering, furthering and
perpetuating the business of Company upon receipt and approval by
Company of expense vouchers prepared by Employee and submitted to
Company promptly after such expenses are incurred.

Section 8. Benefits. Employee shall be included, to the extent
eligible, in any and all benefit plans and policies which apply
to Company's salaried employees generally.

Section 9. Authority. Except for the authority granted to the
officers of Company by Company's Code of Regulations, as amended
from time to time, Employee has no authority to commit or
obligate Company, financially or otherwise, without Company's
prior written approval.

Section 10. Other Employment. Employee shall refrain from acting
in any other employment or consulting capacity without the prior
written consent of Company. It is Company's intention that
Employee devote all of Employee's work effort towards the
fulfillment of Employee's obligations under this Agreement.
Employee may in any event hold securities in any publicly held
corporation and may serve as a member of the board of directors
of any business which is not in competition with Company.

ARTICLE II.
TERMINATION OF EMPLOYMENT

Section 1. Termination for Cause. If Employee is terminated for
"cause", then Company's obligation under this Agreement to make
any further payments to Employee or to continue any benefits
shall cease. "Cause" shall mean:

A. Misappropriating any funds or property of Company;
B. Being convicted of a felony;
C. Mismanaging the assets of Company;
D. Inability to fulfill the duties of the position for a period
longer than three consecutive months;
E. Gross incompetence, gross insubordination, willful misconduct,
dishonesty, or gross neglect in the performance of the duties
of the position;
F. Material breach of this Agreement;
G. Being under the habitual influence of alcohol or other drugs;
or
H. (i). If Employee is suspended from office or temporarily
prohibited from participating in the conduct of Company's
affairs by any regulatory agency, Company's obligations under
this Agreement shall be suspended upon suspension or
prohibition. Once the matter is resolved and Employee is

permitted to return to his or her position, the Company, in
its sole discretion, may reinstate, in whole or in part, any
of the obligations.

(ii). If Employee is removed from office and/or permanently
prohibited from participating in the conduct of Company's
affairs by any regulatory agency, Company's obligations
under this Agreement shall terminate, but vested rights of
the parties shall not be affected.

Section 2. Involuntary Termination or Diminution of Status
Following Change in Control. Employee shall be entitled to
certain payments and benefits upon involuntary termination or
Diminution of Status, as defined below, following a Change in
Control.

A. Compensation. In the event of involuntary termination or
Diminution of Status of Employee's employment other than for
cause, as defined above, in connection with or within two years
after a Change in Control, Company shall pay to Employee a lump
sum cash amount or monthly installments, as Employee chooses,
equal to the product of 1.5 times the Employee's Average Annual
Compensation. For purposes of this subparagraph, Average Annual
Compensation shall mean either: (i) the average total annual
compensation (salary and incentive) payable during the preceding
two years; or (ii) in the event that the Employee shall have been
employed by the Company less than two years, the annualized
average total compensation (salary and incentive) payable during
the period in which Employee has been employed by the Company. If
Employee chooses to receive this payment in a lump sum, this
amount shall be paid within 30 days after the effective date of
involuntary termination or Diminution of Status. If Employee
chooses to receive this payment in a series of equal monthly
installments over a one and one half year period, payments shall
be made in accordance with the payroll practice of Company but no
less frequently than once a month. These payments are subject to
reduction to the extent necessary so that they do not constitute
"excess parachute payments" under the Internal Revenue Code and
so that they violate no applicable law governing executive
compensation.

B. Continuation of Benefits. In addition, all ESOP contributions
to Employee's account, all stock option grants which are not
vested at the date of termination or Diminution of Status, and
all amounts credited to Employee's SERP account at that time, if
any, shall immediately vest and become due and payable by
Company. During the one and one-half year period after
involuntary termination or Diminution of Status of Employee's
employment, Employee shall also be entitled to participate in the
Company's health or medical plan, at a level identical to that
in effect at the time of termination or Diminution of Status at
Company's expense, regardless of whether Company is partially or
fully self-insured. Company will continue payment for these
benefits unless impermissible under applicable law. These
payments are subject to reduction to the extent necessary so that
they do not constitute "excess parachute payments" under the
Internal Revenue Code and so that they violate no applicable law
governing executive compensation. These payments may be
terminated if Employee receives comparable benefits

through other full-time employment with an unaffiliated
employer. Upon expiration of this one and one-half year period,
Employee shall be permitted to participate in Company's health
or medical plan, at Employee's cost (which cost shall be equal to
that charged to COBRA participants) until Employee is eligible
for Medicare.

Section 3. Definitions.

A. "Change in Control" means any one or more of the following
events: (a) the merger or consolidation of Employer with or into
any other corporation and Employer is not the surviving
corporation; (b) in excess of 24.99 percent of the outstanding
common stock of Employer is owned, held or controlled by an
entity, person or group acting in concert with the power to
control the Company as that term is defined in Rule 405 of the
Securities Act of 1933; (c) the sale or exchange of in excess of
24.99 percent of the assets of Employer to any entity, person, or
group acting in concert; (d) the recapitalization,
reclassification of securities or reorganization of Employer
which has the effect of either subpart (b) or (c) above; (e) the
issuance by Employer of securities in an amount in excess of
24.99 percent of the outstanding common stock of Employer to any
entity, person, or group acting in concert and intending to
exercise control of Employer or (f) the removal, termination or
retirement of more than 49 percent of the members of the Board
of Directors.

B. "Diminution of Status" means a material diminution of or
interference with Employee's duties, responsibilities and
benefits. By way of example and not by way of limitation, any of
the following actions, if unreasonable or materially adverse to
Employee, shall constitute diminution or interference unless
consented to in writing by Employee: (1) a reduction in the size
or a change in the location of Employee's office; (2) a reduction
or adverse change in the scope or nature of the secretarial or
other administrative support of Employee; (3) a reduction or
adverse change in Employee's title or decision-making
responsibilities; (4) a reduction in the number or seniority of
other Company personnel reporting to Employee, other than as part
of a Company-wide reduction in staff, or a reduction in the
frequency with which personnel are to report to Employee; (5) an
increase in the number of, or a decrease in the seniority of, the
persons (other than the Board of Directors) to whom Employee must
report; or an increase in the frequency of, or in the nature of
matters with respect to which, reports by Employee shall be
required; (6) a reduction or adverse change in the salary,
perquisites, benefits, contingent benefits or vacation time which
had previously been provided to Employee, other than as part of
an overall program applied uniformly and with equitable effect to

all members of the senior management of the Company; and (7) a
material increase in the required hours of work or the workload
of Employee.

ARTICLE III.

OTHER TERMS

Section 1. Governing Law. This Agreement and all questions
relating to its validity, interpretation, performance and
enforcement shall be governed by the laws of the State of Ohio.

Section 2. No Duty to Mitigate. Employee has no duty to mitigate
the payment of any compensation or benefits received under this
Agreement and any amount earned by Employee after termination or
Diminution of Status shall not reduce the amount owed by Company
pursuant to the terms of this Agreement.

Section 3. Damages. Employer and Employee agree that no damages
shall be payable upon Involuntary Termination or Diminution of
Status prior to a Change in Control, regardless of whether
Involuntary Termination or Diminution of Status occur with or
without notice, or with or without reason. If such action occurs
after a Change in Control, Article II, Section 2 is controlling
on the issue of damages.

Section 4. Entire Agreement. This Agreement constitutes the
entire agreement between the parties on this subject matter and
may not be modified or amended except in a writing signed by both
parties. All prior agreements, representations, statements,
negotiations and understandings are superseded. This Agreement
may not be modified or amended after a Change in Control.

Section 5. Assignability. This Agreement shall be freely
assignable in whole or in part by Company but may not be assigned
by Employee.

Section 6. Waiver. Neither the failure nor any delay on the part
of Company to exercise any right, remedy, power or privilege
hereunder shall operate as a waiver, nor shall any single or
partial exercise of any right, remedy, power or privilege
preclude any other or further exercise of the same or any other
right, remedy, power, privilege, nor shall any waiver of any
right, remedy, power or privilege with respect to any occurrence
be construed as a waiver of such right, remedy, power or
privilege with respect to any other occurrence.

Section 7. Binding Obligation. This Agreement shall be binding on
Employee's heirs, legal representatives and assigns and shall be
binding on any successors and assigns of Company. All terms and
conditions of this Agreement shall survive the termination of the
Employment.

Section 8. Severability. All clauses of this Agreement are
distinct and severable, and if any clause shall be deemed
invalid, illegal or unenforceable in whole or in part, for any
reason, and such clause cannot be amended so as to make it
enforceable, it shall not affect the legality or enforceability
of any other clause of this Agreement.

Section 9. Counterparts. This Agreement may be executed in more
than one counterpart and each counterpart shall be considered an
original.

Section 10. Headings. The paragraph headings are for convenience
only and shall not in any way affect the interpretation or
enforceability of any provision of this Agreement.

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

WARNING - READ CAREFULLY - THIS AGREEMENT AFFECTS THE CONDITIONS
OF YOUR EMPLOYMENT.

MID AM, INC.

By:

Its:

EMPLOYEE

EXHIBIT 11.1

STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS

Mid Am, Inc.

Computation of Primary Earnings per Share

Dollars in thousands, Year Ended December 31,
except per share data 1996 1995 1994

Reconciliation of net earnings
to amounts used for primary
earnings per share:
Net earnings $25,992 $24,967 $23,253
Less:
Preferred stock
dividends Series A 2,407 2,751 2,917
Net earnings applicable
to primary earnings
per share $23,585 $22,216 $20,336

Reconciliation of weighted
average number of shares
to amount used in
primary earnings per
share computation:
Average shares
outstanding 20,667,000 20,972,000 20,917,000
Average common
equivalent shares:
Assumed exercise
of options 319,000 154,000 34,000
Primary average shares
outstanding 20,986,000 21,126,000 20,951,000

Primary earnings per share $1.12 $1.05 $0.97

Mid Am, Inc.

Computation of Fully Diluted Earnings per Share

Dollars in thousands, Year Ended December 31,
except per share data 1996 1995 1994

Reconciliation of net earnings
to amounts used for fully
diluted earnings per share:
Net earnings $25,992 $24,967 $23,253
Less:
Preferred stock
dividends Series A -- -- --
Net earnings applicable
to fully diluted
earnings per share $25,992 $24,967 $23,253

Reconciliation of weighted
average number of shares
to amount used in fully
diluted earnings per
share computation:
Average shares
outstanding 20,667,000 20,972,000 20,917,000
Average common
equivalent shares:
Assumed exercise
of options 336,000 175,000 45,000
Assumed conversion of
preferred stock 3,271,000 3,704,000 3,928,000
Fully diluted average
shares outstanding 24,274,000 24,851,000 24,890,000

Fully diluted
earnings per share $1.07 $1.01 $0.94

1996
ANNUAL REPORT SUPPLEMENT

MIDAM, INC. LOGO

MID AM, INC.
1996 ANNUAL REPORT SUPPLEMENT

<TABLE>
<CAPTION>
- ------------------------------------------------------------------
Contents Page
- ------------------------------------------------------------------
<S> <C>
A Message to our Shareholders............................... S-1
Financial Highlights........................................ S-2
Shareholder Information..................................... S-3
Corporate Information....................................... S-4
Selected Quarterly Data..................................... S-5
Summary of Financial Data................................... S-6
Management's Discussion and Analysis and Statistical
Information............................................... S-7
Report of Independent Accountants........................... S-27
Consolidated Statement of Condition......................... S-28
Consolidated Statement of Earnings.......................... S-29
Consolidated Statement of Changes in Shareholders' Equity... S-30
Consolidated Statement of Cash Flows........................ S-31
Notes to Consolidated Financial Statements.................. S-32
Mid Am, Inc. Nine Year Performance Summary (Unaudited)...... S-52
- ------------------------------------------------------------------
</TABLE>

A MESSAGE TO OUR SHAREHOLDERS

This Annual Report Supplement to our Proxy Statement contains our audited
financial statements, management discussion and analysis and other information
previously presented in our annual report to shareholders. This Supplement
contains all of the information that regulations of the Securities and Exchange
Commission (the "SEC") requires to be presented in annual reports to
shareholders. For legal purposes, this Supplement is part of the Mid Am, Inc.
Annual Report to Shareholders. Although attached to our Proxy Statement, this
Supplement is not part of our Proxy Statement, is not deemed to be soliciting
material, and is not deemed to be filed with the SEC except to the extent that
it is expressly incorporated by reference in a document filed with the SEC.

Our 1996 Annual Report to Shareholders accompanies the Proxy Statement. That
report presents the financial results of our company in a format and level of
detail that we believe our shareholders will find useful and informative.
Shareholders who would like to receive more detail than provided in the
following Annual Report Supplement are invited to request our Annual Report on
Form 10-K.

Our Annual Report on Form 10-K, as filed with the SEC, will be provided without
charge to any shareholder upon written request to Mid Am, Inc., Shareholder
Relations Department, 221 South Church Street, Bowling Green, Ohio 43402.

S-1

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
(Dollars in thousands, Percentage
except per share and ratio data) 1996 1995 Change
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------
FOR THE YEAR
Net income......................................... $25,992 $24,967 4.11%
Return on:
Average assets................................... 1.20% 1.17%
Average common shareholders' equity.............. 15.01% 14.51%

PER COMMON SHARE DATA
Primary net income................................. $1.12 $1.05 6.67%
Fully diluted net income........................... 1.07 1.01 5.94
Dividends.......................................... 0.60 0.57 5.26
Book value at year end............................. 7.83 7.64 2.49

AT YEAR END
Assets............................................. $2,180,974 $2,204,751 (1.08)%
Loans.............................................. 1,574,880 1,475,651 6.72
Deposits........................................... 1,832,909 1,860,142 (1.46)
Common shareholders' equity........................ 163,111 159,269 2.41
Total shareholders' equity......................... 193,204 194,838 (0.84)

AVERAGE FOR THE YEAR
Assets............................................. $2,162,122 $2,138,638 1.10%
Loans.............................................. 1,500,941 1,450,629 3.47
Deposits........................................... 1,813,889 1,788,386 1.43
Common shareholders' equity........................ 157,084 153,112 2.59
Total shareholders' equity......................... 190,598 191,072 (0.25)
- ----------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Fully
QUARTERLY FINANCIAL HIGHLIGHTS Net Provision Primary Diluted
(Dollars in thousands, Interest For Credit Net Earnings Earnings
except per share data) Income Losses Income Per Share Per Share
<S> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------
1996
Fourth Quarter..................... $22,160 $1,597 $9,029 $0.40 $0.37
Third Quarter...................... 21,361 1,305 4,245 0.18 0.18
Second Quarter..................... 20,862 1,076 6,111 0.26 0.25
First Quarter...................... 20,531 559 6,607 0.28 0.27

1995
Fourth Quarter..................... $20,718 $994 $6,220 $0.26 $0.25
Third Quarter...................... 20,444 864 6,472 0.27 0.26
Second Quarter..................... 20,552 734 6,467 0.27 0.25
First Quarter...................... 20,513 410 5,808 0.25 0.24
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

S-2

SHAREHOLDER INFORMATION

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
QUARTERLY COMMON STOCK PRICES,
DIVIDENDS AND YIELDS Book Value Dividend Dividend
1996 High Low Per Share Per Share Yield
<S> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------
Fourth Quarter................................ $18.25 $17.00 $7.83 $0.16 3.63%
Third Quarter................................. 18.25 16.70 7.51 0.15 3.43
Second Quarter................................ 17.05 16.59 7.41 0.145 3.46
First Quarter................................. 16.82 14.89 7.60 0.145 3.67
1995
- ---------------------------------------------------------------------------------------------------------------
Fourth Quarter................................ $15.45 $14.77 $7.64 $0.145 3.85%
Third Quarter................................. 15.00 13.98 7.43 0.145 4.02
Second Quarter................................ 13.98 11.77 7.34 0.145 4.52
First Quarter................................. 12.60 11.57 7.12 0.14 4.51
- ---------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
STOCK INFORMATION Common Preferred
At December 31, 1996 Stock Stock
<S> <C> <C>
- ---------------------------------------------------------------------------------------
Shares authorized........................................... 35,000,000 2,000,000
Shares issued............................................... 20,887,675 1,203,725
Treasury shares............................................. 46,610
Number of shareholders of record............................ 8,244 243
Closing market price per share.............................. $17.125 $41.250
Book value per share........................................ 7.83 N/A
Stock exchange.............................................. NASDAQ NASDAQ
Stock symbol................................................ MIAM MIAMP
- ---------------------------------------------------------------------------------------
</TABLE>

DIVIDEND REINVESTMENT PLAN

The Company offers a Dividend Reinvestment Plan which allows shareholders to
reinvest their Mid Am, Inc. dividends in additional Company common stock at the
prevailing market price. The plan has 4,536 participants, or 53 percent of our
common and preferred shareholders of record. Plan information may be obtained by
calling the Shareholder Relations Department at (419) 327-6300, or by writing:
Mid Am, Inc. Dividend Reinvestment Plan, P.O. Box 428, 221 South Church Street,
Bowling Green, Ohio 43402.

S-3

CORPORATE INFORMATION

<TABLE>
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Annual Meeting
Place:............................ The Toledo Club Date: April 11, 1997
Toledo, Ohio Time: 10:00 a.m.
Headquarters
Write:............................ Mid Am, Inc. Telephone: (419) 327-6300
221 South Church Street
P.O. Box 428
Bowling Green, Ohio 43402
Form 10-K
Write:............................ Mid Am, Inc. Telephone: (419) 327-6300
Shareholder Relations Department
221 South Church Street
P.O. Box 428
Bowling Green, Ohio 43402
Investor Relations
Write:............................ Kelly Semer Telephone: (419) 327-6300
Mid Am, Inc.
221 South Church Street
P.O. Box 428
Bowling Green, Ohio 43402
Transfer Agent
Write:............................ Boston Equiserve Telephone: (800) 426-5523
P.O. Box 8200
Boston, Mass. 02266-8200
</TABLE>

S-4

MID AM, INC. SELECTED QUARTERLY DATA

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
Quarter Ended
(Dollars in thousands,
except per share and ratio data) December 31 September 30 June 30 March 31
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------
1996
Net interest income............................. $22,160 $21,361 $20,862 $20,531
Provision for credit losses..................... 1,597 1,305 1,076 559
Net income...................................... 9,029(3) 4,245(4) 6,111 6,607
Earnings per common share:
Primary....................................... 0.40 0.18 0.26 0.28
Fully diluted................................. 0.37 0.18 0.25 0.27
Return on average total assets (1).............. 1.65% 0.79% 1.14% 1.23%
Return on average common shareholders' equity
(1)........................................... 21.37 9.42 14.08 15.06
Net interest margin (1)(2)...................... 4.44 4.35 4.28 4.19
Net charge-offs to average loans (1)............ 0.30 0.20 0.29 0.20
- ------------------------------------------------------------------------------------------------------
1995
Net interest income............................. $20,718 $20,444 $20,552 $20,513
Provision for credit losses..................... 994 864 734 410
Net income...................................... 6,220 6,472 6,467 5,808
Earnings per common share:
Primary....................................... 0.26 0.27 0.27 0.25
Fully diluted................................. 0.25 0.26 0.25 0.24
Return on average total assets (1).............. 1.13% 1.19% 1.21% 1.13%
Return on average common shareholders' equity
(1)........................................... 14.07 14.76 15.21 13.99
Net interest margin (1)(2)...................... 4.16 4.13 4.24 4.41
Net charge-offs to average loans (1)............ 0.31 0.21 0.17 0.11
- ------------------------------------------------------------------------------------------------------
</TABLE>

(1) Calculated on an annualized basis.

(2) Net interest income as a percentage of interest-earning assets, on a tax
equivalent basis.

(3) Net income for the quarter ended December 31, 1996 includes a pre-tax gain
of $4,568,000 ($2,969,000 after tax) from the sale of credit card accounts.

(4) Net income for the quarter ended September 30, 1996 includes a pre-tax
charge of $3,563,000 ($2,316,000 after tax) for a special FDIC assessment
for Savings Association Insurance Fund (SAIF) deposits.

The following discussion and analysis represents a review of Mid Am, Inc.'s
consolidated financial condition and results of operations. Mid Am, Inc. (the
"Company"), a financial services holding company, has five bank subsidiaries:
Mid American National Bank and Trust Company ("Mid Am Bank"); First National
Bank Northwest Ohio ("First National"); American Community Bank, N.A.
("AmeriCom"); AmeriFirst Bank, N.A. ("AmeriFirst"); and Adrian State Bank
("Adrian"); a collection and credit services company, Mid Am Recovery Services,
Inc. ("MARSI"); a securities broker/dealer, MFI Investments Corp. ("MFI"); a
data processing company, Mid Am Information Services, Inc. ("MAISI"); a
commercial finance company, Mid Am Credit Corp. ("MACC"); and a mortgage
brokerage company, Simplicity Mortgage Consultants, Inc. ("Simplicity"). This
review should be read in conjunction with the consolidated financial statements
and other financial data presented elsewhere herein. All per share data for
prior periods have been restated to reflect the stock dividend declared and paid
in 1996. The major components of the Company's results of operations and
statements of condition and selected financial ratios for the past five years
are summarized in the following table:

S-5

MID AM, INC. SUMMARY OF FINANCIAL DATA

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Year Ended December 31,
(Dollars in thousands, except shares,
per share and ratio data) 1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------
CONSOLIDATED STATEMENT OF EARNINGS DATA
Interest income........................... $ 164,983 $ 162,543 $ 140,571 $ 139,387 $ 129,735
Interest expense.......................... 80,069 80,316 59,564 61,057 64,379
---------- ---------- ---------- ---------- ----------
Net interest income....................... 84,914 82,227 81,007 78,330 65,356
Provision for credit losses............... 4,537 3,002 1,224 3,991 4,917
---------- ---------- ---------- ---------- ----------
Net interest income after provision for
credit losses........................... 80,377 79,225 79,783 74,339 60,439
Non-interest and other income............. 49,501 35,955 32,554 34,002 20,002
Non-interest and other expense............ 91,419 78,416 78,579 72,962 56,151
---------- ---------- ---------- ---------- ----------
Income before income taxes and change in
accounting principle.................... 38,459 36,764 33,758 35,379 24,290
Applicable income taxes................... 12,467 11,797 10,505 10,698 6,454
---------- ---------- ---------- ---------- ----------
Income before change in accounting
principle............................... 25,992 24,967 23,253 24,681 17,836
Cumulative effect of change in accounting
principle............................... 1,373
---------- ---------- ---------- ---------- ----------
Net income................................ $ 25,992 $ 24,967 $ 23,253 $ 24,681 $ 19,209
========== ========== ========== ========== ==========
Net income available to common
shareholders............................ $ 23,585 $ 22,216 $ 20,336 $ 21,763 $ 17,602
========== ========== ========== ========== ==========
- --------------------------------------------------------------------------------------------------------------------
CONSOLIDATED STATEMENT OF CONDITION DATA
(YEAR END)
Total assets.............................. $2,180,974 $2,204,751 $2,078,789 $2,067,371 $1,871,849
Securities available for sale............. 432,791 461,997 212,437 238,125 63,800
Investment and mortgage-backed
securities.............................. 252,009 270,623 349,749
Loans held for sale....................... 7,927 12,642 12,963 88,131 68,968
Loans, net of unearned income............. 1,574,880 1,475,651 1,433,289 1,265,945 1,200,512
Allowance for credit losses............... 15,672 14,859 14,722 15,157 15,718
Total deposits............................ 1,832,909 1,860,142 1,736,492 1,769,083 1,630,141
Shareholders' equity...................... 193,204 194,838 185,252 183,425 164,792
Weighted average common shares outstanding
-- primary.............................. 20,986,000 21,126,000 20,951,000 20,610,000 18,768,000
Weighted average common shares outstanding
-- fully diluted........................ 24,274,000 24,851,000 24,890,000 24,541,000 20,929,000
- --------------------------------------------------------------------------------------------------------------------
PER COMMON SHARE DATA
Cash dividends declared................... $ 0.60 $ 0.57 $ 0.54 $ 0.49 $ 0.45
Shareholders' equity...................... 7.83 7.64 6.92 7.05 6.63
Primary:
Income before change in accounting
principle............................... 1.12 1.05 0.97 1.05 0.86
Net income................................ 1.12 1.05 0.97 1.05 0.94
Fully diluted:
Income before change in accounting
principle............................... 1.07 1.01 0.94 1.01 0.85
Net income................................ 1.07 1.01 0.94 1.01 0.92
- --------------------------------------------------------------------------------------------------------------------
SELECTED FINANCIAL RATIOS
Return on average total assets............ 1.20% 1.17% 1.14% 1.23% 1.18%
Return on average common shareholders'
equity.................................. 15.01 14.51 13.88 16.39 16.22
Net interest margin....................... 4.32 4.23 4.38 4.30 4.43
Average loans to average deposits......... 82.75 81.11 76.94 71.54 71.93
Leverage ratio............................ 8.44 8.37 8.66 8.19 8.40
Average total shareholders' equity to
average total assets.................... 8.82 8.93 9.16 8.65 8.04
Allowance for credit losses to period end
loans................................... 1.00 1.01 1.03 1.20 1.31
Allowance for credit losses to total
non-performing loans.................... 236.63 173.22 231.99 170.67 185.14
Non-performing loans to period end
loans................................... 0.42 0.58 0.44 0.70 0.71
Net charge-offs to average loans.......... 0.25 0.20 0.12 0.41 0.31
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

S-6

MANAGEMENT'S DISCUSSION AND ANALYSIS
AND STATISTICAL INFORMATION

The following discussion and analysis represents a review of the Company's
consolidated financial condition, results of operations, liquidity and capital
resources. This review should be read in conjunction with the consolidated
financial statements.

RESULTS OF OPERATIONS

Net income in 1996 increased $1,025,000 or 4% to $25,992,000, as compared
to net income in 1995 of $24,967,000 and $23,253,000 in 1994. Fully diluted
earnings per share were $1.07, up from $1.01 in 1995 and $.94 in 1994. In 1996,
return on average common shareholders' equity was 15.01% and return on average
assets was 1.20% as compared to 14.51% and 1.17% in 1995, and 13.88% and 1.14%
in 1994. The increase in 1996 earnings was primarily due to a net pre-tax gain
on the sale of the Company's credit card portfolio of $4,568,000, an improved
net interest margin, an increase in mortgage banking revenues of $2,229,000
caused by increased volume in mortgage loan sales and an increase in other
fee-based revenue, offset partially by a one-time Savings Association Insurance
Fund ("SAIF") assessment of $3,563,000 and higher employee expenses caused by
various Florida collection agency acquisitions and the formation of a new
company, Mid Am Credit Corp. The increase in 1995 earnings compared to 1994 was
primarily attributable to an increase in net gains on sales of loans of
$1,572,000, expense control and a decrease in deposit Bank Insurance Fund
premium expense.

The provision for credit losses increased $1,535,000 or 51% in 1996 to
$4,537,000. The increase in the 1996 provision was due primarily to increased
loans and higher net charge-offs. The 1995 provision for credit losses compared
to 1994 was $1,778,000 higher, an increase of 145%. The 1994 provision was lower
than the provisions taken in 1995 because of the reversal of $1,600,000 in the
allowance for credit losses at First National in the third quarter.

ACQUISITIONS AND BUSINESS FORMATIONS

During 1996, the Company completed its acquisition of Simplicity Mortgage
Consultants, Inc., an Indiana-based mortgage brokerage company with annual
revenues of approximately $900,000, and National Recovery Services, Professional
Adjustment of Ft. Myers, Florida, and Gulf Coast Collection Bureau, Inc.,
Florida-based collection agencies with annual revenues of approximately
$1,000,000. The aggregate purchase price of the four transactions was $1,500,000
and included $551,000 cash and the issuance of 55,380 shares of Mid Am, Inc.
common stock. The results of operations includes the results of the acquired
entities from the dates of their respective acquisitions.

In April 1996, Mid Am Credit Corp. commenced operations as a full-service
equipment leasing and financing unit. MACC's lending efforts are concentrated
primarily on medical equipment financing on a nationwide basis. MACC, as a
wholly-owned subsidiary of the Company, is headquartered in Columbus, Ohio, with
satellite offices in Los Angeles, California and Nashville, Tennessee.

On July 31, 1995, the Company completed its merger with MFI Investments
Corp. ("MFI") of Bryan, Ohio, a full-service, independent broker/dealer which
had approximately 250 financial consultants in over 19 states at the date of
acquisition. The transaction was accounted for as a pooling-of-interests and was
consummated by the issuance of 345,983 shares of Mid Am, Inc. common stock to
MFI shareholders, of which 169,701 shares were held in escrow at December 31,
1996 pending resolution of litigation filed against MFI prior to the merger.

On March 1, 1995, the Company completed its merger with ASB Bankcorp, Inc.
("ASB"), parent company of $128,000,000 asset Adrian State Bank, headquartered
in Adrian, Michigan. The transaction was accounted for as a pooling-of-interests
and was consummated by the issuance of 1,701,328 shares of Mid Am, Inc. common
stock to ASB shareholders.

On November 30, 1994, the Company completed its mergers with International
Credit Services ("ICS") and CCB Services, Inc. ("CCBS"), collection and credit
service companies headquartered in Ohio and Florida, respectively, with
aggregate net collection fee revenues of $2,400,000 for the year ended December
31, 1993. The

S-7

transactions were accounted for as poolings-of-interests and were consummated by
the issuance of 532,397 shares of Mid Am, Inc. common stock to ICS and CCBS
shareholders.

On June 4, 1994, the Company completed its merger with Farmers Savings Bank
("Farmers"), a $66,000,000 asset bank in Northwood, Ohio. The transaction was
accounted for as a pooling-of-interests and was consummated by the issuance of
756,892 shares of Mid Am, Inc. common stock to Farmers' shareholders.

NET INTEREST INCOME

Net interest income, the difference between interest income earned on
interest-earning assets and interest expense incurred on interest-bearing
liabilities, is the most significant component of the Company's earnings. Net
interest income is affected by changes in the volumes and rates of
interest-earning assets and interest-bearing liabilities and the type and mix of
interest-earning assets and interest-bearing liabilities.

The following table, presented on a tax equivalent basis, summarizes net
interest income for each of the three years in the period ended December 31,
1996.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
Year ended December 31,
(Dollars in thousands) 1996 1995 1994
<S> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------
Interest income (1)...................................... $166,954 $164,794 $142,714
Interest expense......................................... 80,069 80,316 59,564
-------- -------- --------
Net interest income (tax equivalent basis)............... $ 86,885 $ 84,478 $ 83,150
======== ======== ========
- ---------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
1996 vs. 1995 1995 vs. 1994
-------------------- -------------------------
Change from prior year Amount Percent Amount Percent
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------
Interest income (1)............................... $2,160 1.31% $22,080 15.47%
Interest expense.................................. (247) (0.31) 20,752 34.84
------ -------
Net interest income (tax equivalent basis)........ $2,407 2.85 $ 1,328 1.60
====== =======
- ----------------------------------------------------------------------------------------------------------
</TABLE>

(1) Interest income on securities of states and political subdivisions and
certain loans is exempt from federal income tax. A tax equivalent adjustment
has been made to income received from these sources to provide comparability
to taxable income. Tax equivalent adjustments reflect a federal tax rate of
35% for 1996, 1995 and 1994. Included in interest income are amortized loan
fees of $1,427,000 in 1996, $1,965,000 in 1995 and $2,725,000 in 1994.

1996 AVERAGE INTEREST-EARNING ASSET MIX

Average interest-earning assets in 1996 totaled $2,013,106,000 as compared
with $1,995,004,000 in 1995 and $1,897,079,000 in 1994. In 1996, average loans
(including loans held for sale) and securities available for sale (including
investment securities in 1994), the two largest components of interest-earning
assets, comprised 75% and 23%, respectively, of average interest-earning assets
as compared to 73% and 23% in 1995 and 72% and 26% in 1994.

1996 AVERAGE INTEREST-BEARING LIABILITY MIX

Average interest-bearing liabilities in 1996 totalled $1,764,738,000 as
compared with $1,756,602,000 in 1995 and $1,667,605,000 in 1994. In 1996,
average time deposits and savings deposits, the two largest components of
interest-bearing liabilities, comprised 59% and 25%, respectively, of average
interest-bearing liabilities as compared to 59% and 26% in 1995, and 57% and 31%
in 1994. There was virtually no change in the percentage of time deposits to
total interest-bearing liabilities from 1995 to 1996, and a slight decrease for
the same period for savings deposits. The increase in time deposits as a
percentage of total interest-bearing liabilities from 1994 to 1995 is primarily
the result of increased rates in the first half of 1995, the introduction of new
time deposit products, and various special rates on time deposits. Savings
deposits as a percentage of total interest-bearing deposits declined as a result
of rising rates and special rates on time deposits.

S-8

The following table reflects the components of the Company's net interest
income, for each of the three years ended December 31, 1996, setting forth: (i)
average assets, liabilities, and shareholders' equity, (ii) interest income
earned on interest-earning assets and interest expense incurred on
interest-bearing liabilities, (iii) average yields earned on interest-earning
assets and average rates incurred on interest-bearing liabilities, (iv) the net
interest rate spread (i.e., the average yield earned on interest-earning assets
less the average rate incurred on interest-bearing liabilities), and (v) the net
interest margin (i.e., net interest income divided by average interest-earning
assets). Rates are computed on a tax equivalent basis. Non-accrual loans have
been included in the average balances.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
1996 1995 1994
- -------------------------------------------------------------------------------------------------------------------------
Interest Average Interest Average Interest
Year Ended December 31, Average Income/ Yields/ Average Income/ Yields/ Average Income/
(Dollars in thousands) Balance Revenue Rates Balance Revenue Rates Balance Revenue
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------
ASSETS
Interest-earning assets:
Securities available for
sale...................... $ 461,598 $ 29,760 6.45% $ 250,886 $ 15,023 5.99% $ 223,800 $ 13,028
Fair value adjustment....... (1,991) (4,754) (2,201)
Investment securities:
Taxable..................... 165,773 10,793 6.51 205,150 11,973
Tax exempt.................. 53,925 4,606 8.54 60,843 5,214
Federal funds sold.......... 39,387 2,093 5.31 62,095 3,610 5.81 32,835 1,228
Loans held for sale......... 10,455 1,049 10.03 12,641 1,170 9.26 46,018 3,388
Loans and leases
receivable................ 1,500,941 133,887 8.92 1,450,629 129,374 8.92 1,327,397 107,759
Time deposits in other
banks..................... 2,716 165 6.08 3,809 218 5.72 3,237 124
---------- -------- ---------- -------- ---------- --------
Total interest-earning
assets.................... 2,013,106 166,954 8.30 1,995,004 164,794 8.26 1,897,079 142,714
-------- -------- --------
Non-interest-earning assets:
Cash and due from banks..... 69,049 66,647 63,431
Premises and equipment...... 48,980 49,530 51,931
Other assets................ 45,847 42,496 41,446
Allowance for credit
losses.................... (14,860) (15,039) (15,250)
---------- ---------- ----------
Total noninterest-earning
assets.................... 149,016 143,634 141,558
---------- ---------- ----------
Total assets................ $2,162,122 $2,138,638 $2,038,637
========== ========== ==========
LIABILITIES AND SHAREHOLDERS'
EQUITY
Interest-bearing liabilities:
Savings deposits............ $ 438,274 9,745 2.22% $ 455,149 10,981 2.41% $ 522,324 12,446
Money market accounts....... 151,887 5,286 3.48 121,459 4,230 3.48 91,834 2,331
Time deposits............... 1,037,331 58,097 5.60 1,037,277 57,316 5.53 942,156 39,912
---------- -------- ---------- -------- ---------- --------
Total interest-bearing
deposits.................. 1,627,492 73,128 4.49 1.613.885 72,527 4.49 1,556,314 54,689
Short-term borrowings and
other liabilities......... 97,370 4,239 4.35 90,368 4,169 4.61 74,508 2,743
Long-term liabilities....... 39,876 2,702 6.78 52,349 3,620 6.92 36,783 2,132
---------- -------- ---------- -------- ---------- --------
Total interest-bearing
liabilities............... 1,764,738 80,069 4.54 1,756,602 80,316 4.57 1,667,605 59,564
-------- -------- --------
Non-interest-bearing
liabilities:
Demand deposits............. 186,397 174,501 168,855
Other liabilities........... 20,389 16,463 15,467
---------- ---------- ----------
Total noninterest-bearing
liabilities............... 206,786 190,964 184,322
Shareholders' equity........ 190,598 191,072 186,710
---------- ---------- ----------
Total liabilities and
shareholders' equity...... $2,162,122 $2,138,638 $2,038,637
========== ========== ==========
Net interest income
(tax equivalent basis).... 86,885 84,478 83,150
Reversal of tax equivalent
adjustment................ (1,971) (2,251) (2,143)
-------- -------- --------
Net interest income......... $ 84,914 $ 82,227 $ 81,007
======== ======== ========
Net interest rate spread
(tax equivalent basis).... 3.76% 3.69%
===== ====
Net interest margin (net
interest income as a
percentage of
interest-earning assets,
tax equivalent basis)..... 4.32% 4.23%
===== ====
- -------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- -------------------------------------------
1994
- -------------------------------------------
Average
Year Ended December 31, Yields/
(Dollars in thousands) Rates
<S> <C>
- -------------------------------------------
ASSETS
Interest-earning assets:
Securities available for
sale...................... 5.82%
Fair value adjustment.......
Investment securities:
Taxable..................... 5.84
Tax exempt.................. 8.57
Federal funds sold.......... 3.74
Loans held for sale......... 7.36
Loans and leases
receivable................ 8.12
Time deposits in other
banks..................... 3.83

Total interest-earning
assets.................... 7.52

Non-interest-earning assets:
Cash and due from banks.....
Premises and equipment......
Other assets................
Allowance for credit
losses....................

Total noninterest-earning
assets....................

Total assets................

LIABILITIES AND SHAREHOLDERS'
EQUITY
Interest-bearing liabilities:
Savings deposits............ 2.38%
Money market accounts....... 2.54
Time deposits............... 4.24

Total interest-bearing
deposits.................. 3.51
Short-term borrowings and
other liabilities......... 3.68
Long-term liabilities....... 5.80

Total interest-bearing
liabilities............... 3.57

Non-interest-bearing
liabilities:
Demand deposits.............
Other liabilities...........

Total noninterest-bearing
liabilities...............
Shareholders' equity........

Total liabilities and
shareholders' equity......

Net interest income
(tax equivalent basis)....
Reversal of tax equivalent
adjustment................

Net interest income.........

Net interest rate spread
(tax equivalent basis).... 3.95%
====
Net interest margin (net
interest income as a
percentage of
interest-earning assets,
tax equivalent basis)..... 4.38%
====
- ------------------------------
</TABLE>

S-9

The net interest margin increased 9 basis points to 4.32% in 1996 and
decreased 15 basis points in 1995 to 4.23%. The increase in the Company's net
interest margin in 1996 is due primarily to the change in the Company's earning
asset mix. The Company lowered its levels of securities available for sale
through maturities and various sales to fund higher yielding loans, primarily
commercial and commercial real estate loans. Average total loans in 1996 were
$1,500,941,000, an increase of $50,312,000 or 3% over 1995 average total loans
of $1,450,629,000. The decrease in the Company's net interest margin in 1995 is
due primarily to a decline in interest rates during the second half of the year,
a flattening of the yield curve, and a change in deposit mix. The decrease in
interest rates during 1995 reduced the Company's net interest margin since the
Company was slightly asset sensitive throughout 1995, with a large portion of
its commercial and commercial real estate loan portfolio tied to the prime rate.

Net interest income may also be analyzed by segregating the volume and rate
components of interest income and interest expense. The following table presents
an analysis of increases and decreases in interest income and expense in terms
of changes in volume and interest rates during the three years ended December
31, 1996. Changes not due solely to either a change in volume or a change in
rate have been allocated based on the respective percentage changes in average
balances and average rates. The table is presented on a tax equivalent basis.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
1996 vs. 1995 1995 vs. 1994
------------------- --------------------
Increase (Decrease) Increase (Decrease)
Due to Change in Due to Change in
------------------- Total -------------------- Total
Average Average Increase Average Average Increase
(Dollars in thousands) Volume Rate (Decrease) Volume Rate (Decrease)
<S> <C> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------
INTEREST INCOME:
Securities available for sale........ $ 12,617 $2,120 $ 14,737 $ 1,577 $ 418 $ 1,995
Investment securities:
Taxable.............................. (10,793) 0 (10,793) (2,298) 1,118 (1,180)
Tax exempt........................... (4,606) 0 (4,606) (593) (15) (608)
Federal funds sold................... (1,320) (197) (1,517) 1,094 1,288 2,382
Interest on loans held for sale...... (202) 81 (121) (2,457) 239 (2,218)
Interest and fees on loans (1)....... 4,487 26 4,513 10,004 11,611 21,615
Time deposits in other banks......... (63) 10 (53) 22 72 94
-------- ------ -------- ------- ------- -------
Total interest income................ 120 2,040 2,160 7,349 14,731 22,080
-------- ------ -------- ------- ------- -------
INTEREST EXPENSE:
Savings.............................. (407) (829) (1,236) (1,601) 136 (1,465)
Money market accounts................ 1,060 (4) 1,056 752 1,147 1,899
Time................................. 3 778 781 4,030 13,374 17,404
-------- ------ -------- ------- ------- -------
Total................................ 656 (55) 601 3,181 14,657 17,838
Short-term borrowings and other
liabilities........................ 323 (253) 70 584 842 1,426
Long-term borrowings................. (863) (55) (918) 902 586 1,488
-------- ------ -------- ------- ------- -------
Total interest expense............... 116 (363) (247) 4,667 16,085 20,752
-------- ------ -------- ------- ------- -------
Change in net interest income........ $ 4 $2,403 $ 2,407 $ 2,682 $(1,354) $ 1,328
======== ====== ======== ======= ======= =======
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Included in loan interest income are amortized loan fees of $1,427,000 in
1996, $1,965,000 in 1995 and $2,725,000 in 1994.

PROVISION FOR CREDIT LOSSES

The provision for credit losses increased $1,535,000 or 51% to $4,537,000
in 1996. The increase in 1996 was due primarily to additional provision in
response to increased loan levels and net charge-offs. The Company's allowance
for credit losses as a percentage of loans at December 31, 1996 was 1.00% as
compared to 1.01% and 1.03% at December 31, 1995 and 1994, respectively. At
December 31, 1996, the Company's allowance for credit

S-10

losses represented 237% of non-performing loans as compared to 173% and 232% at
December 31, 1995 and 1994, respectively. See "Summary of Credit Loss
Experience".

NON-INTEREST INCOME

The table below summarizes the sources of the Company's non-interest
income.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Percentage Change
- ---------------------------------------------------------------------------------------------------------
1996 1995
Year ended December 31, compared to compared to
(Dollars in thousands) 1996 1995 1994 1995 1994
<S> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------
NON-INTEREST INCOME:
Trust department........................ $ 1,590 $ 1,337 $ 1,195 19% 12%
Service charges on deposit accounts..... 6,878 6,200 6,036 11 3
Mortgage banking........................ 10,414 8,185 6,451 27 27
Brokerage commissions................... 9,156 9,540 7,137 (4) 34
Collection agency fees.................. 4,213 3,399 3,928 24 (13)
Net gains on sales of securities........ 1,574 350 1,231 350 (72)
Gain from sale of credit card
accounts............................. 4,568
Net gains on sales of other loans....... 3,367 352 43 857 719
Credit card fees........................ 1,961 1,696 1,274 16 33
International department fees........... 1,009 762 628 32 21
Banclub fees............................ 993 904 779 10 16
ATM card fees........................... 877 504 411 74 23
Credit life insurance................... 470 551 702 (15) (22)
Other................................... 2,431 2,175 2,739 12 (21)
------- ------- -------
$49,501 $35,955 $32,554 38 10
======= ======= =======
- ---------------------------------------------------------------------------------------------------------
</TABLE>

As seen from the above table, non-interest income is an increasingly
important source of revenue to the Company as it continues to expand its
offerings of non-bank-related financial services. Non-interest income has
increased by $16,947,000 since 1994, of which $13,546,000 occurred between 1995
and 1996. Mortgage banking remains the largest component of non-interest income
and consists of net gains on sales of mortgage loans and mortgage loan servicing
fees. The increase in 1996 compared to 1995 is the result of an increase in the
volume of mortgages sold which increased from $298,035,000 to $413,929,000.
Revenue from mortgage servicing was virtually unchanged in 1996 compared to 1995
despite an increase in the outstanding balances of loans serviced for others of
$160,838,000. Mortgage service revenue has been impacted by the amortization of
mortgage servicing assets which resulted from the 1995 adoption of SFAS 122
"Accounting for Mortgage Servicing Rights". The increase in mortgage banking
revenue in 1995 compared to 1994 was attributable to the adoption of SFAS 122
which increased the gains on sales of mortgage loans by $1,794,000.

The gain on sale of credit cards which was realized in 1996 is the result
of management's decision to exit the credit card business as a stand alone card
issuer. In connection with this decision, substantially all of the Company's
credit card relationships and outstanding balances were sold to a national
credit card issuer.

The $3,015,000 increase in the sale of other loans in 1996 is the result of
activity by the Company's commercial finance unit (MACC), which commenced
operations in April 1996. Gains from sales of MACC originated loans aggregated
$2,992,000.

The slight decrease in brokerage commission fees in 1996 compared to 1995
was caused by a reduction in the number of independent registered
representatives (brokers) which occurred after a change in the clearinghouse
used by the Company's broker/dealer subsidiary. The Company expects to increase
the number of registered representatives in 1997 through advertising and
recruiting efforts. The $2,403,000 increase which occurred in brokerage
commissions in 1995 was attributable to growth in the number of registered
representatives affiliated with the

S-11

broker/dealer subsidiary compared to 1994 and generally higher volume in both
the stock markets and mutual funds business.

Collection agency fee income increased $814,000 in 1996 primarily from 1996
acquisitions. The decrease of $529,000 in 1995 was due primarily to the loss of
a large customer at the Florida collection operation.

NON-INTEREST EXPENSE

Non-interest expense includes costs, other than interest, that are incurred
in the operations of the Company. The table presented below summarizes the
components of the Company's non-interest expense for the three years ended
December 31, 1996.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Percentage Change
- ---------------------------------------------------------------------------------------------------------
1996 1995
Year ended December 31, compared to compared to
(Dollars in thousands) 1996 1995 1994 1995 1994
<S> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------
NON-INTEREST EXPENSE:
Salaries and employee benefits.......... $42,564 $34,674 $35,200 23% (1)%
Net occupancy expense................... 5,279 5,113 5,269 3 (3)
Equipment expense....................... 7,930 7,385 7,589 7 (3)
Brokerage commissions................... 5,604 6,608 4,983 (15) 33
FDIC expense............................ 4,667 2,754 3,868 69 (29)
Marketing............................... 2,301 2,247 1,976 2 14
Franchise taxes......................... 2,501 2,473 2,490 1 (1)
Telephone............................... 2,157 1,884 1,939 14 (3)
Printing and supplies................... 2,229 1,868 1,919 19 (3)
Legal and other professional fees....... 2,237 1,915 2,081 17 (8)
Credit card processing costs............ 1,761 1,431 1,006 23 42
Amortization of intangible assets....... 1,579 1,600 1,579 (1) 1
Postage................................. 1,626 1,442 1,460 13 (1)
Other................................... 8,984 7,022 7,220 28 (3)
------- ------- -------
$91,419 $78,416 $78,579 17 (0)
======= ======= =======
- ---------------------------------------------------------------------------------------------------------
</TABLE>

Salaries and employee benefits comprise the largest component of
non-interest expense and was 47%, 44% and 45% in 1996, 1995, and 1994,
respectively. Salary costs increased in 1996 due to the formation of MACC, the
acquisition of three credit agencies in Florida, increased employee commission
expense related to higher mortgage loan originations and salary rate increases.
Full-time equivalent employees were 1,237, 1,172 and 1,101 at December 31, 1996,
1995 and 1994, respectively. Salaries and employee benefits remained level in
1995 compared to 1994 because of the effects of a cost control program
instituted by management in late 1994. Employee benefits and retirement benefit
expenses increased in 1996 because of improved earnings performance by the
Company. Certain portions of employees' incentive and retirement compensation
are tied to levels of the Company's financial performance. The Company does not
offer any post-employment benefits other than through its retirement plans. At
December 31, 1996, the Company had 664 employees who were receiving health care
benefits. In 1996, the Company's total health care expense was $1,510,000 as
compared to $1,325,000 in 1995 and $1,498,000 in 1994. The increase in health
care expense in 1996 is the result of a higher level of claims experienced by
the Company.

Net occupancy and equipment expenses increased in a manner correlating to
inflation from 1994 through 1996, except for a 7% increase in equipment expense
in 1996. The increase in 1996's equipment expense is principally depreciation
expense related to the purchase of state-of-the-art computer equipment and
software. The Company believes that technology plays an important role in
providing excellent service to its customers.

FDIC expense increased in 1996 due to the special assessment of $.67 per
$100 of deposits insured through the SAIF which aggregated $3,563,000. At
December 31, 1996, the Company has approximately $616,000,000 of

S-12

SAIF-based deposits which relate to prior mergers and acquisitions of thrift
institutions and branches. The decrease of FDIC expense in 1995 is the result of
a reduction in Bank Insurance Fund (BIF) premiums in 1995 as the BIF funding
levels reached mandated levels in 1995. Management believes that 1997 FDIC
expense will be significantly lower in 1997 based on premium rates expected to
be in effect to fund servicing of FICO bonds.

INCOME TAXES

The provision for income taxes increased to $12,467,000 in 1996 from
$11,797,000 in 1995 due to an increase in pre-tax income. The effective income
tax rates for 1996, 1995 and 1994 were 32.4%, 32.2% and 32.1%, respectively. The
higher effective rates in 1996 and 1995 are primarily due to a lower amount of
tax exempt income relative to taxable income.

LIQUIDITY

The liquidity of a financial institution reflects its ability to provide
funds to meet loan requests, to accommodate possible outflows in deposits and to
take advantage of interest rate market opportunities. Funding of loan requests,
providing for liability outflows, and management of interest rate fluctuations
require continuous analysis in order to match the maturities of specific
categories of short-term loans and investments with specific types of deposits
and borrowings. Financial institution liquidity is thus normally considered in
terms of the nature and mix of the institution's sources and uses of funds.

For the Company's bank subsidiaries, the primary sources of liquidity at
December 31, 1996 were federal funds sold of $4,476,000, securities available
for sale of $432,791,000 and loans held for sale of $7,927,000. At December 31,
1995, the primary sources of liquidity were federal funds sold of $72,558,000,
loans held for sale of $12,642,000 and securities available for sale of
$461,997,000.

Since the Company is a holding company and does not conduct operations, its
primary source of liquidity is dividends paid to it by its subsidiaries. For
national banks, the approval of the Office of the Comptroller of the Currency is
required in order to pay dividends in excess of the subsidiaries' earnings
retained for the current year plus retained net profits since January 1, 1994.
As a result of these restrictions, at December 31, 1996 dividends which can be
paid to the Company by its bank subsidiaries are limited to $13,538,000.

The Company's liquidity position decreased in 1996 due to the Company's
increased emphasis in loan originations primarily in commercial and commercial
real estate loans. The funding of loans caused a decrease in federal funds sold
and a decrease in securities available for sale. However, management believes
that the Company's liquidity is adequate because the Company's bank subsidiaries
have lines of credit with the Federal Home Loan Bank (FHLB) and can borrow up to
$159,943,000, of which $39,403,000 is currently outstanding. In December, 1996,
the Company entered into an agreement with an unrelated financial institution
which enables the Company to borrow up to $20,000,000 for a period of one year.
Through December 31, 1996, no advances were drawn against the available credit
facility; however, $10,000,000 was borrowed subsequent to December 31, 1996.

As described in Note 2 of the consolidated financial statements, the
Company reached a definitive agreement to sell seven of its branches with
deposits of approximately $100,000,000 to another financial institution. The
sale is expected to close in the first quarter of 1997. The Company will need to
accumulate approximately $92,000,000 of cash to fund the sale of the branches.
The Company will utilize several sources of funds available to address the need.
Approximately $37,000,000 of cash will come from Federal Home Loan Bank advances
consisting of medium-term, fixed-rate and shorter-term variable-rate advances.
Approximately $25,000,000 of cash will be raised in medium-term fixed-rate
certificates of deposit. The remainder of the funding will be generated through
the sale of approximately $30,000,000 of securities available for sale,
primarily mortgage-backed securities.

As shown in the consolidated statement of cash flows presented elsewhere
herein, cash and due from banks decreased $16,943,000 during 1996 to $85,657,000
at December 31, 1996. The decrease in 1996 reflected $6,238,000 used for
investing activities, $53,281,000 used for financing activities, offset in part
by net cash provided by operating activities of $42,576,000.

S-13

Net cash provided by operating activities of $42,576,000 in 1996 resulted
primarily from $25,992,000 of net income, an increase in interest payables and
other liabilities of $5,991,000 and non-cash charges and credits of $13,581,000,
proceeds from sales of mortgage and other loans held for sale of $449,672,000,
offset by net gains on the sales of assets of $16,885,000, and mortgage and
other loans originated for sale of $437,680,000.

The increase of $19,016,000 in cash provided by operating activities for
1996 compared to 1995 is due primarily to the Company's mortgage banking
activities in 1996 which generated cash of $11,992,000 compared to cash
generated in 1995 of $1,256,000. Also, net cash generated from net gains on sale
of assets in 1996 increased $10,923,000 over 1995. The decrease of $74,684,000
in cash provided by operating activities for 1995 compared to 1994 is due
primarily to the Company's mortgage banking activities in 1994 which generated
cash of $70,848,000 compared to cash generated in 1995 of $1,256,000.

Net cash used for 1996 investing activities of $6,238,000 was largely
comprised of a net increase in loans of $207,138,000, which was funded in part
by a net decrease of securities available for sale of $99,478,000 and a decrease
in federal funds sold of $68,082,000. Cash of $38,021,000 was provided by the
sale of the Company's credit card portfolio, sale of student loans and various
other loans. The $91,199,000 decrease in cash used for investing activities in
1996 compared to 1995 is primarily attributable to the cash provided by the
changes from December 31, 1994 to December 31, 1996 in federal funds sold of
$132,480,000 and the cash provided by the net change in securities available for
sale of $105,665,000 over the same period offset in part by an increase in loan
demand which caused an increase in net loan fundings of $120,189,000 and a
decrease of net proceeds from activities of investment and mortgage backed
securities of $23,129,000. The $17,116,000 increase in cash used for investing
activities in 1995 compared to 1994 is primarily attributable to the increase in
federal funds sold of $115,305,000 from December 31, 1993 to December 31, 1995
offset in part by a decrease in loan demand, which caused a decrease in net loan
fundings of $98,297,000.

Net cash used for financing activities of $53,281,000 was primarily due to
an outflow of cash from a decrease in demand deposits and savings accounts of
$18,561,000, a decrease in other time deposits of $8,672,000, repayment of
capitalized lease obligations and debt of $19,058,000, cash dividends paid of
$14,851,000 and treasury stock acquisitions, fractional shares and other items
of $10,708,000, offset in part from proceeds from the issuance of long-term debt
of $12,900,000. Net cash used for financing activities in 1996 increased
$53,281,000 compared to net cash provided by financing activities in 1995 of
$91,000,000. This change of $144,281,000 is primarily due to a net increase of
bank deposits in 1995 of $123,650,000 compared to a decrease in bank deposits in
1996 of $27,233,000. The decrease in deposits in 1996 is primarily attributable
to the Company using alternative lower cost funds instead of high rate deposits,
primarily certificates of deposit. Net cash provided by financing activities
increased $90,259,000 for 1995 compared to 1994 due primarily to the change in
deposit balances. Demand deposit and savings accounts plus other time deposits
increased $123,650,000 in 1995 compared to a net decrease in these same deposits
of $32,590,000 in 1994. The increase in deposits in 1995 is primarily
attributable to the high interest rates in the first half of 1995 during which
the Company's time deposits increased substantially.

ASSET/LIABILITY MANAGEMENT

Closely related to liquidity management is the management of
interest-earning assets and interest-bearing liabilities. The Company manages
its rate sensitivity position to avoid wide swings in net interest margins and
to minimize risk due to changes in interest rates.

The difference between a financial institution's interest rate sensitive
assets (i.e., assets which will mature or reprice within a specific time period)
and interest rate sensitive liabilities (i.e., liabilities which will mature or
reprice within the same time period) is commonly referred to as its "interest
rate sensitivity gap" or "gap." An institution having more interest rate
sensitive assets than interest rate sensitive liabilities within a given time
period is said to have a "positive gap," which generally means that if interest
rates increase, a company's net interest income will increase and if interest
rates decrease, its net interest income will decrease. An institution having
more interest rate sensitive liabilities than interest rate sensitive assets
within a given time period is said to have a "negative gap," which generally
means that if interest rates increase, a company's net interest income will
decrease and if interest rates decrease, its net interest income will increase.

S-14

At December 31, 1996, the Company had a manageable positive gap and
therefore does not expect to experience any significant fluctuations in its net
interest income as a consequence of changes in interest rates.

The following table sets forth the cumulative maturity distributions as of
December 31, 1996 of the Company's interest-earning assets and interest-bearing
liabilities, its interest rate sensitivity gap, cumulative interest rate
sensitivity gap for such assets and liabilities, and cumulative interest rate
sensitivity gap as a percentage of total interest-earning assets. This table
indicates the time periods in which certain interest-earning assets and certain
interest-bearing liabilities will mature or may reprice in accordance with their
contractual terms. However, this table does not necessarily indicate the impact
of general interest rate movements on the Company's net interest yield because
the repricing of various categories of assets and liabilities is discretionary
and is subject to competition and other pressures. As a result, various assets
and liabilities indicated as repricing within the same period may in fact
reprice at different times and at different rate levels. Subject to these
qualifications, the table reflects a cumulative positive gap for assets and
liabilities maturing or repricing in 1997. The Company's Asset/Liability
Management Committee monitors the interest rate sensitivity position and
currently intends to maintain a slightly positive gap during 1997 primarily as a
result of the Company's view of the economy and the anticipated interest rate
scenario for 1997.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
After 3 After 6 After 1
Months Months Year
Within 3 But Within But Within But Within After
(Dollars in thousands) Months 6 Months 1 Year 5 Years 5 Years Total
<S> <C> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------
INTEREST-EARNING ASSETS:
Loans (net of unearned
income).................... $531,504 $147,847 $265,927 $533,464 $ 96,138 $1,574,880
Securities available for
sale....................... 49,868 41,778 64,100 192,594 84,451 432,791
Loans held for sale.......... 7,927 7,927
Federal funds sold........... 4,476 4,476
Interest-bearing deposits in
other banks................ 1,631 1,631
-------- -------- -------- -------- -------- ----------
Total........................ $595,406 $189,625 $330,027 $726,058 $180,589 $2,021,705
======== ======== ======== ======== ======== ==========
INTEREST-BEARING LIABILITIES:
Interest-bearing deposits.... $563,137 $170,896 $219,129 $669,158 $ 5,283 $1,627,603
Short-term borrowings and
other liabilities.......... 102,062 3,237 6,473 23,280 135,052
-------- -------- -------- -------- -------- ----------
Total........................ $665,199 $174,133 $225,602 $692,438 $ 5,283 $1,762,655
======== ======== ======== ======== ======== ==========

Interest rate sensitivity
gap........................ $(69,793) $ 15,492 $104,425 $ 33,620 $175,306 $ 259,050
Cumulative interest rate
sensitivity gap............ (69,793) (54,301) 50,124 83,744 259,050
Cumulative interest rate
sensitivity gap as a
percentage of total
interest-earning assets.... (3.45)% (2.69)% 2.48% 4.14% 12.81%
- -----------------------------------------------------------------------------------------------------------
</TABLE>

CAPITAL RESOURCES

The Federal Reserve Board ("FRB") has established risk-based capital
guidelines that must be observed by bank holding companies and banks. Under
these guidelines, total qualifying capital is categorized into two components --
Tier I and Tier II capital. Tier I capital generally consists of common
shareholders' equity, perpetual preferred stock (subject to limitations) and
minority interests in subsidiaries. Subject to limitations, Tier II capital
includes certain other preferred stock and debentures, and a portion of the
reserve for credit losses. These ratios are expressed as a percentage of
risk-adjusted assets, which include various risk-weighted percentages of
off-balance-sheet exposures, as well as assets on the balance sheet. The FRB
regulations governing the various capital ratios do not recognize the effects of
SFAS 115 "Accounting for Certain Investments in Debt and Equity Securities" on
capital relating to changes in market value of securities available for sale.

S-15

At December 31, 1996, a minimum Tier I capital ratio of 4.00% and a total
capital ratio of 8.00% are required. The Company's qualifying capital at
December 31, 1996 exceeds both the Tier I and Tier II risk-based capital
guidelines. In addition, a capital leverage ratio is used in connection with the
risk-based capital standards which is defined as Tier I capital divided by total
assets adjusted for certain items. The following table presents the various
capital and leverage ratios of the Company.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
December 31,
(Dollars in thousands) 1996 1995 1994
<S> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------
Total adjusted average assets for leverage ratio........ $2,172,679 $2,165,421 $2,052,860
Risk-weighted assets and off-balance-sheet financial
instruments for capital ratio......................... 1,681,787 1,541,004 1,458,215
Tier 1 capital.......................................... 183,422 181,263 177,774
Total risk-based capital................................ 199,712 196,122 192,496
Leverage ratio.......................................... 8.44% 8.37% 8.66%
Tier 1 capital ratio.................................... 10.91 11.76 12.19
Total capital ratio..................................... 11.87 12.73 13.20
- ------------------------------------------------------------------------------------------------------
</TABLE>

Capital ratios applicable to the Company's banking subsidiaries at December
31, 1996 are as follows.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
Total
Tier 1 Risk-based
Leverage Capital Capital
<S> <C> <C> <C>
- -------------------------------------------------------------------------------------------------
Regulatory Capital Requirements
Minimum................................................... 4.00% 4.00% 8.00%
Well-capitalized.......................................... 5.00 6.00 10.00

Bank Subsidiaries
Mid Am Bank............................................... 7.61 9.21 10.30
First National............................................ 7.69 9.92 10.39
AmeriCom.................................................. 7.28 11.17 12.27
AmeriFirst................................................ 6.86 9.90 11.04
Adrian.................................................... 6.32 8.90 10.15
- -------------------------------------------------------------------------------------------------
</TABLE>

INVESTMENT PORTFOLIO AND SECURITIES AVAILABLE FOR SALE

In November 1995, all investment and mortgage-backed securities classified
as held-to-maturity were transferred to securities available for sale. The
decision to transfer the securities was based on management's assessment of the
Company's held-to-maturity securities portfolio and guidance by the
interpretations contained in the Financial Accounting Standards Board "Guide to
Implementation of Statement 115 on Accounting for Certain Investments in Debt
and Equity Securities" which was issued in November, 1995.

The following table sets forth the carrying value of the Company's
investment and mortgage-backed securities at December 31, 1994.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
Carrying
Value at Cost
(Dollars in thousands) 1994
<S> <C>
- -----------------------------------------------------------------------------
U.S. Treasury securities.................................... $ 3,623
Securities of other U.S. Government agencies and
corporations.............................................. 5,523
Mortgage-backed investment securities....................... 180,309
Obligations of states and political subdivisions............ 62,032
Other securities............................................ 522
--------
Total....................................................... $252,009
========
- -----------------------------------------------------------------------------
</TABLE>

S-16

The following table sets forth the carrying value at market at the
respective year end for each of the last three years and the aggregate cost of
the Company's securities available for sale at December 31, 1996.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
Carrying Value at Market
- --------------------------------------------------------------------------------------------------
(Dollars in thousands) Cost 1996 1995 1994
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------
U.S. Treasury securities............................ $ 56,758 $ 56,591 $ 73,792 $ 79,353
Securities of other U.S. Government agencies and
corporations...................................... 47,291 46,765 67,526 61,401
Mortgage-backed securities.......................... 251,486 249,454 230,417 45,056
Obligations of states and political subdivisions.... 44,445 45,640 58,996 200
Other securities.................................... 34,369 34,341 31,266 26,427
-------- -------- -------- --------
Total............................................... $434,349 $432,791 $461,997 $212,437
======== ======== ======== ========
- --------------------------------------------------------------------------------------------------
</TABLE>

The available for sale portfolio contains mortgage-backed securities and to
a limited extent, other securities, which have unknown cash flow
characteristics. The variable cash flows present additional risk to the
bondholders in the form of prepayment or extension risk primarily caused by
market interest rate changes. This additional risk is generally rewarded in the
form of higher yields to the investor.

The Company utilizes tools to minimize and monitor this risk, requiring the
security to pass a stress test at the time of purchase. This testing measures
prepayment and extension risk under severe changes in interest rates.
Additionally, the corporate investment policy defines certain types of high risk
securities as ineligible for purchase, including securities which may not return
full principal to the Company. It is also the practice of the Company to
minimize premiums paid on mortgage securities to avoid yield reduction if
prepayments increase. These policies help insure that there will be no material
impact from these investments to the financial statements due to changing
interest rates.

The internal accounting systems and controls are in place to account for
amortization and accretion of premiums and discounts. As prepayments of
principal are received, the system automatically adjusts premiums and discounts
to reflect the proper book values.

There are no securities available for sale of any single issuer where the
aggregate carrying value of such securities exceeded 10% of shareholders'
equity, except those of U.S. Treasury, U.S. Government agencies and
substantially all mortgage-backed securities issued by Federal Home Loan
Mortgage Corporation, Federal National Mortgage Association and Government
National Mortgage Association.

S-17

The following table shows the contractual maturities and weighted average
yields of the Company's securities available for sale as of December 31, 1996.
Expected maturities will differ from contractual maturities because issuers may
have the right to call or prepay obligations with or without call or prepayment
penalties. Mortgage-backed securities are presented in the table based on
current assumptions as to prepayments. The weighted average yields on income
from tax exempt obligations of state and political subdivisions have been
adjusted to a tax equivalent basis.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
After 1 Year But After 5 Years But
Within 1 Year Within 5 Years Within 10 Years After 10 Years
--------------- ---------------- ------------------ --------------------
(Dollars in thousands) Amount Yield Amount Yield Amount Yield Amount Yield
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------
U.S. Treasury securities..... $15,041 5.42% $ 36,358 5.61% $ 3,031 6.39% $ 2,161 6.80%
Securities of other U.S.
Government agencies and
corporations............... 5,511 5.71 27,407 5.82 10,159 6.35 3,688 6.80
Mortgage-backed securities... 3,353 6.29 54,676 6.00 35,095 6.24 156,330 6.74
Obligations of states and
political subdivisions..... 3,696 7.26 25,972 7.13 12,880 7.82 3,092 8.25
Other securities............. 7,838 8.16 203 11.45 26,300 3.23
------- -------- ------- --------
Total...................... $35,439 6.35% $144,616 6.08% $61,165 6.60% $191,571 6.28%
======= ======== ======= ========
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

LOAN PORTFOLIO

The amount of loans outstanding and the percent of the total represented by
each type on the dates indicated were as follows.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
December 31,
(Dollars in thousands) 1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------------
Real estate loans
Construction........ $72,416 4.6% $63,086 4.3% $69,942 4.9% $39,150 3.1% $35,760 3.0%
Residential
mortgage.......... 524,704 33.3 580,004 39.3 598,989 41.7 534,229 42.1 565,090 47.0
Non-residential
mortgage.......... 418,781 26.6 305,710 20.7 272,715 19.0 249,406 19.7 185,316 15.4
Commercial, financial
and agricultural
loans............... 379,268 24.1 357,290 24.2 327,871 22.8 294,297 23.2 282,263 23.5
Installment and credit
card loans.......... 175,742 11.1 164,055 11.1 155,380 10.8 138,534 10.9 118,849 9.9
Other loans........... 5,384 0.3 6,335 0.4 10,040 0.8 11,690 1.0 15,440 1.2
---------- ----- ---------- ----- ---------- ----- ---------- ----- ---------- -----
Total loans......... 1,576,295 100.0% 1,476,480 100.0% 1,434,937 100.0% 1,267,306 100.0% 1,202,718 100.0%
===== ===== ===== ===== =====
Less:
Unearned interest..... (14) (22) (38) (50) (107)
Unamortized loan
fees................ (1,401) (807) (1,610) (1,311) (2,099)
Allowance for credit
losses.............. (15,672) (14,859) (14,722) (15,157) (15,718)
---------- ---------- ---------- ---------- ----------
Total net loans..... $1,559,208 $1,460,792 $1,418,567 $1,250,788 $1,184,794
========== ========== ========== ========== ==========
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Real estate loans, including construction and mortgage loans, approximated
65% of total loans at December 31, 1996. Collateral evaluations and the
historical data of the Company's mortgage loan losses are used to determine the
amount necessary for the allowance for credit losses. The Company's general
collateral policy for residential real estate mortgages is to follow FNMA and
FHLMC guidelines, which generally require a loan-to-value ratio of 80% or
private mortgage insurance for loan-to-value ratios in excess of 80%.

S-18

A significant portion (24%) of the loan portfolio is composed of commercial
loans. Personal and business financial status, credit standing, and available
collateral of commercial borrowers, plus management's judgment as to prevailing
and anticipated economic conditions and the historical data of the Company's
commercial loan losses, are taken into consideration when determining the amount
of the allowance for credit losses needed for commercial loans. The amount of
collateral required on commercial loans is generally determined based on a
loan-by-loan assessment. Average loan-to-value ratios for commercial loans
typically range from 50% to 80%. Factors which are considered include, among
other things, the purpose of the loan, the current financial status of the
borrower and the borrower's prior credit history.

The remaining portion (11%) of the Company's loan portfolio are
installment, credit card loans and other loans and leases. A thorough credit
examination is done at the time of the extension of credit. The Company makes
consumer loans on both a secured and unsecured basis depending, in part, on the
nature, purpose and term of the loan. Loan-to-value ratios for secured consumer
loans range from 70% to 90% as a general rule. The historical data of the
Company's consumer loan losses and the Company's credit evaluations are used to
determine the necessary amount for its allowance for credit losses.

The following table shows the amount of commercial, financial and
agricultural loans and real estate construction loans outstanding as of December
31, 1996 which, based on remaining scheduled repayments of principal, are due in
the periods indicated. Also, the amounts due after one year are classified
according to their sensitivity to changes in interest rates.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
After 1 Year After 5 Years
Within But Within But Within
(Dollars in thousands) 1 Year 5 Years 10 Years Total
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------
Commercial, financial and agricultural.... $136,991 $140,542 $101,735 $379,268
Real estate -- construction............... 36,527 14,107 21,782 72,416
-------- -------- -------- --------
Total..................................... $173,518 $154,649 $123,517 $451,684
======== ======== ======== ========
- ------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
Fixed Variable
(Dollars in thousands) Rate Rate
<S> <C> <C>
- --------------------------------------------------------------------------------------
Due after one but within five years......................... $45,088 $109,561
Due after five years........................................ 34,108 89,409
------- --------
Total....................................................... $79,196 $198,970
======= ========
- --------------------------------------------------------------------------------------
</TABLE>

Actual maturities of loans will differ from the contractual maturities
presented in the table above because of prepayments, rollovers and renegotiation
of payment terms among other factors.

S-19

The following table presents the aggregate amounts of non-performing assets
and respective ratios on the dates indicated.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
December 31,
(Dollars in thousands) 1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------
Non-accrual............................ $6,550 $8,499 $6,017 $ 8,660 $ 7,786
Restructured........................... 73 79 329 221 704
------ ------ ------ ------- -------
Total non-performing loans............. 6,623 8,578 6,346 8,881 8,490
Other real estate owned................ 1,143 763 1,102 1,836 6,109
------ ------ ------ ------- -------
Total non-performing assets............ $7,766 $9,341 $7,448 $10,717 $14,599
====== ====== ====== ======= =======
Loans 90 days or more past due and not
on non-accrual....................... $5,934 $1,253 $1,140 $ 813 $ 1,233
====== ====== ====== ======= =======
Non-performing loans to total loans.... 0.42% 0.58% 0.44% 0.70% 0.71%
Non-performing assets to total loans
plus other real estate owned......... 0.49 0.63 0.52 0.85 1.21
Allowance for credit losses to total
non-performing loans................. 236.63 173.22 231.99 170.67 185.14
Allowance for credit losses to total
non-performing assets................ 201.80 159.07 197.66 141.43 107.66
Loans 90 days or more past due and not
on non-accrual to total loans........ 0.38 0.08 0.08 0.06 0.10
- -----------------------------------------------------------------------------------------------------------
</TABLE>

SFAS 114 "Accounting by Creditors for Impairment of a Loan", and SFAS 118
"Accounting by Creditors for Impairment of a Loan-Income Recognition and
Disclosures", were adopted effective January 1, 1995. Residential mortgage,
installment and credit card loans are collectively evaluated for impairment.
Individual commercial loans exceeding size thresholds established by management
are evaluated for impairment. Impaired loans are recorded at the loan's fair
value by the establishment of a specific allowance where necessary. The fair
value of the underlying collateral-dependent loans is determined by the fair
value of the underlying collateral. The fair value of
noncollateralized-dependent loans is determined by discounting expected future
interest and principal payments at the loan's effective interest rate.

At December 31, 1996, the recorded investment on impaired loans measured in
accordance with SFAS 114 amounted to $7,241,000, of which $5,915,000 or 82%
impaired loans have a specific allowance of $2,206,000 and the remaining
$1,326,000 of impaired loans have no specific allowance because the fair value
of the collateral securing the loan exceeded the investment in the loan. The
average recorded investment in impaired loans for the year ended December 31,
1996 was $8,447,000. Interest income recognized in 1996 related to impaired
loans was $694,000, most of which was recognized on the cash basis. At December
31, 1995, the recorded investment in impaired loans measured in accordance with
SFAS 114 amounted to $9,245,000, of which $7,868,000 of impaired loans have a
specific allowance of $2,307,000 and the remaining $1,377,000 of impaired loans
have no specific allowance because the fair value of the collateral securing the
loan exceeded the investment in the loan. At December 31, 1996 and 1995, loans
with outstanding balances of $691,000 and $746,000 have been considered impaired
under the Company's method of determining impaired loans (see Note 4 to the
Consolidated Financial Statements); however, the loans are still on accrual as
borrowers are continuing to make payments in accordance with the terms of the
applicable loan agreement and the measurement of the loans' fair value indicates
that the loans do not require a specific allowance.

S-20

The following table reflects impaired loans by type of loan.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
December 31,
(Dollars in thousands) 1996 1995
<S> <C> <C>
- -----------------------------------------------------------------------------------
Commercial real estate...................................... $3,165 $4,752
Commercial.................................................. 3,576 4,493
Financial................................................... 500
------ ------
Total impaired loans........................................ $7,241 $9,245
====== ======
- -----------------------------------------------------------------------------------
</TABLE>

The total amount of impaired loans using (1) the present value of expected
future cash flows was $6,414,000, (2) the fair value of the loans' collateral
was $510,000, and (3) the observable market price of the loans was $317,000.

Non-accrual loans are comprised principally of loans 90 days past due, as
well as certain loans which are current but where serious doubts exist as to the
ability of the borrower to comply with the repayment terms. Interest previously
accrued and not yet paid on non-accrual loans is reversed or charged against the
allowance for credit losses during the period in which the loan is placed in a
non-accrual status, except where the Company has determined that such loans are
adequately secured as to principal and interest. Interest earned thereafter is
included in income only to the extent that it is received in cash. In certain
cases, interest received may be credited against principal outstanding under the
cost recovery method.

Three of the Company's bank subsidiaries have purchased certain lease
receivables or loans from The Bennett Funding Group (Bennett) which have an
aggregate outstanding balance of $6,100,000 at December 31, 1996. Bennett was
placed into bankruptcy proceedings in March of 1996. Payments by lessees and
borrowers have been paid into an interest-bearing escrow account with the
bankruptcy court pending resolution of certain issues. Issues which may affect
the Company's ability to ultimately collect interest and principal on the leases
include a determination of ownership of the receivables and whether the banks
have perfected their security interests in the receivables. Certain lease pools
purchased by the Company (or portions thereof) are the subject of these issues,
while other pools are not. All of the lease pools, or portions thereof, which
are subject to challenge by the Trustee or other parties which aggregate
$1,614,000 at December 31, 1996, have been placed on non-accrual and are
considered impaired under SFAS 114. Those pools or portions which aggregate
$4,486,000 at December 31, 1996 where management believes it will collect
principal and interest from escrow are classified as loans 90 days past due and
not on non-accrual. The classification of those lease pools or loans as 90 days
or more past due and still accruing is primarily responsible for the ratio of
this category to total loans increasing from .08 at December 31, 1995 to .38 at
December 31, 1996.

Loans 30 to 89 days past due, excluding non-accrual and restructured loans
amounted to $8,944,000 or .57% of total loans at December 31, 1996 as compared
to $8,035,000 or .54% at December 31, 1995. Loans now current but where some
concerns exist as to the ability of the borrower to comply with present loan
repayment terms, excluding non-performing loans, approximated $31,503,000 and
$32,715,000 at December 31, 1996 and 1995, respectively, and are being closely
monitored by management and the Boards of Directors of the subsidiaries. The
classification of these loans, however, does not mean to imply that management
expects losses on each of these loans, but believes that a higher level of
scrutiny is prudent under the circumstances. At December 31, 1996 and 1995
specific allocations of the allowance for credit losses related to these loans
aggregated $3,219,000 and $3,359,000, respectively. The decrease in loans where
some concern exists is primarily attributable to the Company's continuous
process of loan review which has identified various improvements in the
financial condition of certain of the individual borrowers. In the opinion of
management, these loans require close monitoring despite the fact that they are
performing according to their terms. Such classifications relate to specific
concerns relating to each individual borrower and do not relate to any
concentrated risk elements common to all loans in this group.

Other real estate owned amounted to $1,143,000 and $763,000 at December 31,
1996 and 1995, respectively. The Company has been able to maintain other real
estate owned balances at a low level since 1992, through improved asset quality,
improved controls, and timely sales of foreclosed properties.

As of December 31, 1996, the Company did not have any loan concentrations
which exceeded 10% of total loans.

S-21

The following table presents asset quality information for each of the
Company's bank subsidiaries.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
December 31, 1996 Mid Am First
(Dollars in thousands) Bank National AmeriCom AmeriFirst Adrian
<S> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------
Non-accrual.......................... $2,021 $1,359 $1,167 $1,776 $227
Restructured......................... 73
------ ------ ------ ------ ------
Total non-performing loans........... 2,021 1,359 1,240 1,776 227
Other real estate owned (1).......... 152 206 95
------ ------ ------ ------ ------
Total non-performing assets.......... $2,173 $1,359 $1,446 $1,871 $227
====== ====== ====== ====== ======
Loans 90 days or more past due and
not on non-accrual................. $ 146 $1,991 $2,326 $1,340 $131
====== ====== ====== ====== ======
Non-performing loans to total
loans.............................. 0.33% 0.35% 0.50% 0.88% 0.19%
Non-performing assets to total loans
plus other real estate owned....... 0.35 0.35 0.58 0.93 0.19
Allowance for credit losses to total
non-performing loans............... 375.66 141.39 222.06 117.96 577.09
Allowance for credit losses to total
non-performing assets.............. 349.38 141.39 190.42 111.97 577.09
Net charge-offs to average loans
outstanding........................ 0.37 0.05 0.07 0.56 0.03
Allowance for credit losses to total
loans.............................. 1.22 0.50 1.11 1.04 1.12
Loans 90 days or more past due and
not on non-accrual to total
loans.............................. 0.02 0.51 0.94 0.67 0.11
- -----------------------------------------------------------------------------------------------------------
</TABLE>

(1) The parent company has $690,000 of other real estate owned at December 31,
1996.

S-22

SUMMARY OF CREDIT LOSS EXPERIENCE

The following table presents a summary of credit loss experience for the
periods indicated.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
December 31,
(Dollars in thousands) 1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------
Balance of allowance at beginning of
year................................ $14,859 $14,722 $15,157 $15,718 $12,938
Loans actually charged-off
Real estate........................... 742 167 455 558 656
Commercial, financial and
agricultural........................ 2,048 2,783 2,122 4,767 3,047
Installment and credit card........... 2,694 1,429 815 1,768 2,301
Industrial development bonds.......... 67
Other................................. 14 14 15 18
------- ------- ------- ------- -------
5,498 4,379 3,406 7,175 6,022
------- ------- ------- ------- -------
Recoveries of loans previously
charged-off.........................
Real estate........................... 312 305 127 221 106
Commercial, financial and
agricultural........................ 757 727 1,059 1,082 1,880
Installment and credit card........... 648 446 561 816 773
Other................................. 57 4
------- ------- ------- ------- -------
1,774 1,478 1,747 2,119 2,763
------- ------- ------- ------- -------
Net charge-offs....................... 3,724 2,901 1,659 5,056 3,259
Addition to allowance charged to
expense............................. 4,537 3,002 2,864 3,991 4,917
Reversal of allowance credited to
expense............................. (1,640)
Effect of conforming year ends of
pooled entities..................... 504
Transfer of other real estate owned
allowance relating to in-substance
foreclosure loans................... 36
Addition to allowance from purchase of
financial institutions.............. 1,122
------- ------- ------- ------- -------
Balance of allowance at end of year... $15,672 $14,859 $14,722 $15,157 $15,718
======= ======= ======= ======= =======
Net charge-offs to average loans
outstanding......................... 0.25% 0.20% 0.12% 0.41% 0.31%
Allowance for credit losses to total
loans............................... 1.00 1.01 1.03 1.20 1.31
Allowance for credit losses to total
non-performing loans................ 236.63 173.22 231.99 170.67 185.14
- ---------------------------------------------------------------------------------------------------------
</TABLE>

The provision for credit losses reflects the amount necessary in
management's opinion to maintain an adequate reserve, based upon its analysis of
the loan portfolio (including the loan growth rate and change in the mix of the
loan portfolio) and general economic conditions and the necessity to state
certain individual loans at their estimated fair value.

The Company's banking subsidiaries monitor the adequacy of their allowances
for credit losses on a monthly basis. The banking subsidiaries formally document
their evaluations of the adequacy of their allowances for credit losses on a
quarterly basis and the evaluations are reviewed and discussed with each bank's
respective Board of Directors. The Company's Asset Quality Department presents a
quarterly consolidated evaluation of the adequacy of the allowance for credit
losses to the Company's Board of Directors. These evaluations of potential
losses include a review of the current financial status and credit standing of
commercial borrowers and their prior history, an evaluation of available
collateral, a review of loss experience in relation to outstanding loans, and
management's judgment as to prevailing and anticipated economic conditions,
among other relevant factors. Such factors include, among others, changes in the
credit grade assigned to the loan by either the assigned officer or by the
Company's Asset Quality Department from its periodic reviews of segments of the
loan portfolios, and increases or decreases in

S-23

specific reserves assigned to individual loans. Residential mortgage and
consumer portfolios are collectively evaluated giving consideration to trend of
delinquencies and charge-offs and current and anticipated economic conditions.

The following table sets forth the allocation of the allowance for credit
losses for the periods indicated.

Increased loan balances in 1996 required additional provision to maintain
an adequate level of the Company's allowance for credit losses to total loans.
Prior to 1996, provisions for credit losses have decreased each year since 1992,
with the exception of a small increase in 1995, reflecting improved asset
quality. In 1993, the Company's asset quality began to improve as non-performing
assets to total loans and OREO decreased to .85% from 1.21%, and the
non-performing loan ratio improved to .70% from .71%. Since 1993, the Company's
asset quality has continued to remain strong. Non-performing loans to total
loans were .42%, .58%, and .44% at December 31, 1996, 1995, and 1994,
respectively. The Company's provision for credit losses increased $1,535,000 to
$4,537,000 in 1996 compared to $3,002,000 in 1995.

The 1994 provision for credit losses was favorably impacted by a $1,600,000
reduction in the allowance for credit losses at the Company's First National
subsidiary during the third quarter.The reduction in First National's allowance
was the culmination of a number of events and factors. Asset quality and
charge-off experience at First National improved rapidly in 1992. In recognition
of the favorable loss experience and asset quality, management suspended
provisions to First National's allowance for credit losses in September 1992. No
credit loss provisions were charged to First National's operations in 1993 as
First National experienced net charge offs in 1993 of only $40,000. During the
second quarter of 1994, the Company's Asset Quality Department performed a
detailed review of First National's loan portfolio. The review confirmed First
National's management's conclusions that a reduction in the allowance for credit
losses was appropriate. During the second quarter, the Office of the Comptroller
of the Currency (OCC) commenced an examination at First National which included
an assessment of First National's asset quality. The OCC's examination was
concluded and the results were communicated during the third quarter of 1994.
The OCC examination also confirmed management's assessment of the allowance.
Shortly after the issuance of the OCC report of examination, a report of
economic conditions in First National's market area became available. It
indicated, among other things, a sharp drop in unemployment rates between the
months of July and August of 1994. Based on all of the information available to
management, the decision was made to reduce First National's allowance by
$1,600,000.

S-24

DEPOSITS

The following table sets forth the average balances of and average rates
paid on deposits for the periods indicated.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
December 31,
(Dollars in thousands) 1996 1995 1994
- -----------------------------------------------------------------------------------------------------------
Average Average Average Average Average Average
Balance Rate Balance Rate Balance Rate
<S> <C> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------
Demand
Non-interest-bearing.......... $ 186,397 $ 174,501 $ 168,855
Interest-bearing.............. 195,089 1.90% 185,841 2.09% 194,850 2.06%
Savings......................... 243,185 2.49 269,308 2.63 327,474 2.57
Money market.................... 151,887 3.48 121,459 3.48 91,834 2.54
Time............................ 1,037,331 5.60 1,037,277 5.53 942,156 4.24
---------- ---------- ----------
Total........................... $1,813,889 $1,788,386 $1,725,169
========== ========== ==========
- -----------------------------------------------------------------------------------------------------------
</TABLE>

The following table sets forth the maturity distribution of time
certificates of deposit issued in amounts of $100,000 or more.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------
December 31, 1996
(Dollars in thousands)
<S> <C>
- ------------------------------------------------------------------------
Three months or less........................................ $ 96,186
Over three months to six months............................. 36,787
Over six months to twelve months............................ 32,699
Over twelve months.......................................... 47,824
--------
Total....................................................... $213,496
========
- ------------------------------------------------------------------------
</TABLE>

SHORT-TERM BORROWINGS

A summary of certain information regarding federal funds purchased and
securities sold under agreements to repurchase is presented below. The latter
represent securities sold to customers subject to an obligation of the Company
to repurchase such securities at a specified time, usually 30 to 60 days after
the date of the sale. Such agreements provide customers with the opportunity to
make short-term investments of substantial sums, usually in excess of $100,000,
secured by obligations of the United States Treasury or United States government
agencies.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
Year Ended December 31,
(Dollars in thousands) 1996 1995 1994
<S> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------
Average for the year:
Amount outstanding........................................ $ 97,370 $87,128 $ 73,843
Weighted average interest rate............................ 4.35% 4.55% 3.59%
At year end:
Amount outstanding........................................ $ 92,805 $87,548 $ 80,136
Weighted average interest rate............................ 4.37% 4.43% 4.03%
Maximum amount outstanding at any month end during the
year.................................................... $115,478 $93,579 $101,823
- -----------------------------------------------------------------------------------------------------
</TABLE>

FORWARD-LOOKING STATEMENTS

From time to time, the Company may publish forward-looking statements
relating to such matters as anticipated operating results, prospects for new
lines of business, technological developments, economic trends (including
interest rates), reorganization transactions and similar matters. The Private
Securities Litigation Reform Act of 1995 provides a safe harbor for
forward-looking statements, and the purpose of this paragraph is to secure the
use of the safe harbor

S-25

provisions. While the Company believes that the assumptions underlying the
forward-looking statements contained herein and in other public documents are
reasonable, any of the assumptions could prove to be inaccurate, and
accordingly, actual results and experience could differ materially from the
anticipated results or other expectations expressed by the Company in its
forward-looking statements. Factors that could cause actual results or
experience to differ from results discussed in the forward-looking statements
include, but are not limited to: economic conditions; volatility and direction
of market interest rates; capital investment in and operating results of recent
non-banking business ventures of the Company; governmental legislation and
regulation; material unforeseen changes in the financial condition or results of
operations of the Company's customers; customer reaction to and unforeseen
complications with respect to the Company's product redesign initiative; and
other risks identified, from time-to-time in the Company's other public
documents on file with the Securities and Exchange Commission.

S-26

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of Mid Am, Inc.

In our opinion, the accompanying consolidated statement of condition and the
related consolidated statements of earnings, of changes in shareholders' equity
and of cash flows present fairly, in all material respects, the financial
position of Mid Am, Inc. and its subsidiaries at December 31, 1996 and 1995, and
the results of their operations and their cash flows for each of the three years
in the period ended December 31, 1996, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.

As discussed in Note 1 to the consolidated financial statements, the Company
changed its method of accounting for mortgage servicing rights and for impaired
loans in 1995.

Price Waterhouse LLP
PRICE WATERHOUSE LLP

January 17, 1997
Toledo, Ohio

S-27

MID AM, INC.
CONSOLIDATED STATEMENT OF CONDITION

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
December 31,
(Dollars in thousands) 1996 1995
<S> <C> <C>
- ----------------------------------------------------------------------------------------------
ASSETS
Cash and due from banks..................................... $ 85,657 $ 102,600
Interest-bearing deposits in other banks.................... 1,631 3,372
Federal funds sold.......................................... 4,476 72,558
Loans held for sale......................................... 7,927 12,642
Securities available for sale............................... 432,791 461,997
Loans, net of unearned fees and income of $1,415 and $829... 1,574,880 1,475,651
Allowance for credit losses................................. (15,672) (14,859)
---------- ----------
Net loans................................................. 1,559,208 1,460,792
Bank premises and equipment................................. 50,111 49,489
Interest receivable and other assets........................ 39,173 41,301
---------- ----------
TOTAL ASSETS.............................................. $2,180,974 $2,204,751
========== ==========
LIABILITIES
Demand deposits (non-interest-bearing)...................... $ 205,306 $ 223,945
Savings deposits............................................ 593,885 593,807
Other time deposits......................................... 1,033,718 1,042,390
---------- ----------
Total deposits............................................ 1,832,909 1,860,142
Federal funds purchased and securities sold under agreements
to repurchase............................................. 92,805 87,548
Debt and capitalized lease obligations...................... 42,247 48,405
Interest payable and other liabilities...................... 19,809 13,818
---------- ----------
TOTAL LIABILITIES......................................... 1,987,770 2,009,913
---------- ----------
Commitments and contingencies (Notes 13 and 14)............. -- --
SHAREHOLDERS' EQUITY
Preferred stock -- no par value
Authorized -- 2,000,000 shares
Issued and outstanding -- 1,203,725 and 1,422,744 shares
in 1996 and 1995, respectively......................... 30,093 35,569
Common stock -- stated value of $3.33 per share
Authorized -- 35,000,000 shares
Issued -- 20,887,675 and 19,492,726 shares in 1996 and
1995, respectively..................................... 69,625 64,975
Surplus..................................................... 89,299 91,723
Retained earnings........................................... 6,034 9,529
Treasury stock -- 46,610 and 522,361 common shares in 1996
and 1995, respectively.................................... (834) (8,424)
Unrealized (losses) gains on securities available for
sale...................................................... (1,013) 1,466
---------- ----------
TOTAL SHAREHOLDERS' EQUITY................................ 193,204 194,838
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY................ $2,180,974 $2,204,751
========== ==========
- ----------------------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of the financial statements.

S-28

MID AM, INC.
CONSOLIDATED STATEMENT OF EARNINGS

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Year Ended December 31,
(Dollars in thousands, except per share data) 1996 1995 1994
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------
INTEREST INCOME
Interest and fees on loans............................. $134,721 $130,300 $110,917
Interest on deposits in other banks.................... 165 218 146
Interest on federal funds sold......................... 2,093 3,610 1,206
Interest on taxable investments........................ 25,311 25,209 24,750
Interest on tax exempt investments..................... 2,693 3,206 3,552
-------- -------- --------
164,983 162,543 140,571
-------- -------- --------
INTEREST EXPENSE
Interest on deposits................................... 73,128 72,527 54,689
Interest on borrowed funds............................. 6,941 7,789 4,875
-------- -------- --------
80,069 80,316 59,564
-------- -------- --------
Net interest income.................................. 84,914 82,227 81,007
Provision for credit losses............................ 4,537 3,002 1,224
-------- -------- --------
Net interest income after provision for credit
losses............................................ 80,377 79,225 79,783
-------- -------- --------
NON-INTEREST INCOME
Trust department....................................... 1,590 1,337 1,195
Service charges on deposit accounts.................... 6,878 6,200 6,036
Mortgage banking....................................... 10,414 8,185 6,451
Brokerage commissions.................................. 9,156 9,540 7,137
Collection agency fees................................. 4,213 3,399 3,928
Net gains on sales of securities....................... 1,574 350 1,231
Other income........................................... 15,676 6,944 6,576
-------- -------- --------
49,501 35,955 32,554
-------- -------- --------
NON-INTEREST EXPENSE
Salaries and employee benefits......................... 42,564 34,674 35,200
Net occupancy expense.................................. 5,279 5,113 5,269
Equipment expense...................................... 7,930 7,385 7,589
Other expenses......................................... 35,646 31,244 30,521
-------- -------- --------
91,419 78,416 78,579
-------- -------- --------
Income before income taxes........................... 38,459 36,764 33,758
-------- -------- --------
APPLICABLE INCOME TAXES
Current................................................ 13,488 9,587 9,732
Deferred............................................... (1,021) 2,210 773
-------- -------- --------
12,467 11,797 10,505
-------- -------- --------
Net income........................................... $ 25,992 $ 24,967 $ 23,253
======== ======== ========
Net income available to common shareholders.......... $ 23,585 $ 22,216 $ 20,336
======== ======== ========
EARNINGS PER COMMON SHARE
Primary................................................ $ 1.12 $ 1.05 $ 0.97
======== ======== ========
Fully diluted.......................................... $ 1.07 $ 1.01 $ 0.94
======== ======== ========
- ----------------------------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of the financial statements.

S-29

MID AM, INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Unrealized
Gains
(Losses)
on Securities Total
(Dollars in thousands, Preferred Common Retained Treasury Available Shareholders'
except per share data) Stock Stock Surplus Earnings Stock For Sale Equity
<S> <C> <C> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------
Balances at December 31, 1993..... $40,250 $52,365 $57,037 $ 30,929 $ 2,844 $183,425
Net income for the year........... 23,253 23,253
Dividends declared:
Preferred cash dividends........ (2,917) (2,917)
Common cash dividends of $.54
per share.................... (10,721) (10,721)
10% common stock dividend
(1,387,730 shares)........... 5,052 17,693 (22,745)
Issuance of common stock.......... 428 1,465 1,893
Unrealized losses on securities
available for sale.............. (9,030) (9,030)
Treasury shares acquired.......... $ (655) (655)
Treasury shares issued............ (635) 635
Preferred stock conversions,
fractional shares and other
items........................... (50) 20 64 (30) 4
------- ------- ------- -------- -------- ------- --------
Balances at December 31, 1994..... 40,200 57,865 75,624 17,769 (20) (6,186) 185,252
Net income for the year........... 24,967 24,967
Dividends declared:
Preferred cash dividends........ (2,751) (2,751)
Common cash dividends of $.57
per share.................... (12,111) (12,111)
10% common stock dividend
(1,705,761 shares)......... 5,686 12,314 (18,000)
Unrealized gains on securities
available for sale.............. 7,652 7,652
Treasury shares acquired.......... (9,197) (9,197)
Treasury shares issued............ 793 793
Preferred stock conversions....... (4,631) 1,358 3,273
Fractional shares and other
items........................... 66 512 (345) 233
------- ------- ------- -------- -------- ------- --------
Balances at December 31, 1995..... 35,569 64,975 91,723 9,529 (8,424) 1,466 194,838
Net income for the year........... 25,992 25,992
Treasury shares acquired.......... (10,697) (10,697)
Treasury shares issued............ 412 412
Dividends declared:
Preferred cash dividends........ (2,407) (2,407)
Common cash dividends of $.60
per share.................... (12,444) (12,444)
10% common stock dividend
(1,975,509 shares including
1,134,995 shares issued from
treasury).................... 2,802 (6,073) (14,604) 17,875
Unrealized losses on securities
available for sale.............. (2,479) (2,479)
Preferred stock conversions....... (5,476) 1,696 3,780
Fractional shares and other
items........................... 152 (131) (32) (11)
------- ------- ------- -------- -------- ------- --------
Balances at December 31, 1996..... $30,093 $69,625 $89,299 $ 6,034 $ (834) $(1,013) $193,204
======= ======= ======= ======== ======== ======= ========
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of the financial statements.

S-30

MID AM, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
Year Ended December 31,
(Dollars in thousands) 1996 1995 1994
<S> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES
Net income.................................................. $ 25,992 $ 24,967 $ 23,253
Adjustments to reconcile net income to net cash provided by
operating activities:
Provision for credit losses................................. 4,537 3,002 1,224
Provision for depreciation and amortization of assets....... 9,044 8,850 9,341
Proceeds from sales of mortgage and other loans held for
sale...................................................... 449,672 302,655 351,597
Mortgage and other loans originated for sale................ (437,680) (301,399) (280,749)
Net gains on sales of assets................................ (16,885) (5,962) (4,631)
Decrease (increase) in interest receivable and other
assets.................................................... 1,905 (10,872) 1,315
Increase (decrease) in interest payable and other
liabilities............................................... 5,991 2,319 (3,106)
--------- --------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES................. 42,576 23,560 98,244
--------- --------- ---------
INVESTING ACTIVITIES
Net decrease (increase) in interest-bearing deposits in
other banks............................................... 1,741 (1,140) 3,206
Net decrease (increase) in federal funds sold............... 68,082 (64,398) 50,907
Proceeds from sales of securities available for sale........ 47,503 27,771 91,398
Proceeds from maturities and paydowns of securities
available for sale........................................ 95,365 49,105 33,251
Purchases of securities available for sale.................. (43,390) (83,063) (82,727)
Proceeds from maturities and paydowns of investment
securities................................................ 7,213 12,347
Purchases of investment securities.......................... (1,579) (19,601)
Proceeds from maturities and paydowns of mortgage-backed
securities................................................ 19,998 33,082
Purchases of mortgage-backed securities..................... (2,503) (29,030)
Proceeds from sales of loans................................ 38,021 41,580 13,989
Net increase in loans....................................... (207,138) (86,949) (185,246)
Proceeds from sales of other real estate owned.............. 481 1,712 1,686
Proceeds from sales of bank premises and equipment.......... 782 848 568
Purchases of bank premises and equipment.................... (7,765) (6,063) (4,151)
Cash acquired through acquisitions.......................... 80 31
--------- --------- ---------
NET CASH USED FOR INVESTING ACTIVITIES.................... (6,238) (97,437) (80,321)
--------- --------- ---------
FINANCING ACTIVITIES
Net (decrease) increase in demand deposits and savings
accounts.................................................. (18,561) 41,189 (43,066)
Net (decrease) increase in other time deposits.............. (8,672) 82,461 10,476
Net increase in short-term borrowings....................... 5,257 7,412 8,363
Repayment of capitalized lease obligations and debt......... (19,058) (66,050) (41,638)
Proceeds from issuance of long-term debt.................... 12,900 49,021 79,002
Proceeds from issuance of common stock...................... 412 793 1,893
Cash dividends paid......................................... (14,851) (14,862) (13,638)
Treasury stock acquisitions, fractional shares and other
items..................................................... (10,708) (8,964) (651)
--------- --------- ---------
NET CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES...... (53,281) 91,000 741
--------- --------- ---------
Net (decrease) increase in cash and due from banks........ (16,943) 17,123 18,664
Effect on cash of conforming the year ends of pooled
entities.................................................. 145
Cash and due from banks at the beginning of the year........ 102,600 85,332 66,668
--------- --------- ---------
Cash and due from banks at the end of the year............ $ 85,657 $ 102,600 $ 85,332
========= ========= =========
Supplemental Schedule of Noncash Investing and Financing
Activities:
Securitization of loans held for sale..................... $ 73,527 $ 3,685 $ 9,067
Investment securities..................................... 66,096
Mortgage-backed investment securities transfer............ 162,477 2,642
--------- --------- ---------
Transfers to securities available for sale.............. $ 73,527 $ 232,258 $ 11,709
========= ========= =========
Transfers from loans to other real estate owned........... $ 780 $ 893 $ 989
========= ========= =========
Loans on other real estate owned sold..................... $ 208 $ 16 $ 462
========= ========= =========
Noncash portion of acquisitions (Note 2)
Fair value of assets acquired (excluding cash) including
intangible assets of $278 and $246...................... $ 863 $ 263
Fair value of liabilities assumed......................... (371) (44)
--------- ---------
Noncash cost of acquisitions............................ $ 492 $ 219
========= =========
Unrealized (losses) gains on securities available for
sale.................................................... $ (3,813) $ 11,748 $ (13,893)
Adjustment to deferred tax asset.......................... (1,334) 4,096 (4,863)
--------- --------- ---------
Adjustment to shareholders' equity...................... $ (2,479) $ 7,652 $ (9,030)
========= ========= =========
Treasury shares issued in merger.......................... $ 635
=========
- -------------------------------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of the financial statements.

S-31

MID AM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. ACCOUNTING POLICIES

The accounting and reporting policies followed by Mid Am, Inc. conform to
generally accepted accounting principles and to general practices within the
financial services industry. The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amount of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements. Actual results could differ from those estimates.

Prior to 1994, Mid Am, Inc.'s business related solely to commercial banking
and related services which for financial reporting purposes was considered a
single business segment. Since 1994, six collection companies were acquired, in
1995, a broker-dealer company was acquired, and, in 1996 a commercial finance
company was organized and commenced operations which are considered to be
additional business segments; however, the revenues, operating profit and assets
of the collection business, broker-dealer business and finance company are not
material for separate disclosure and Mid Am's predominant business continues to
be banking. A summary of the significant accounting policies follows.

Consolidation -- The consolidated financial statements of Mid Am, Inc. (the
Company) include the accounts of Mid American National Bank and Trust Company
(Mid Am Bank), First National Bank Northwest Ohio (First National), American
Community Bank, N.A. (AmeriCom), AmeriFirst Bank, N.A. (AmeriFirst), Adrian
State Bank (Adrian), Mid Am Recovery Services, Inc. (MARSI), MFI Investments
Corp. (MFI), Mid Am Credit Corp. (MACC), Mid Am Financial Services, Inc.
(MAFSI), Simplicity Mortgage Consultants, Inc. (Simplicity), and Mid Am
Information Services, Inc. (MAISI). All significant intercompany transactions
and accounts have been eliminated in consolidation.

Cash and Due from Banks -- The Company is required to maintain average
reserve balances with the Federal Reserve Bank. The average reserve balance
maintained at December 31, 1996 and 1995 approximated $27,125,000 and
$25,184,000, respectively.

Securities Available for Sale -- Securities classified as available for
sale are carried at market. The unrealized appreciation or depreciation from the
securities' acquisition cost is recorded in a valuation account, net of
applicable income tax effect, in the shareholders' equity section of the
statement of condition. The amount of unrealized appreciation or depreciation
relating to a security which is available for sale is recognized in the income
statement upon sale of the security using the specific identification method to
determine the security's cost.

Held to Maturity Securities -- The Company holds from time-to-time certain
of its securities for investment purposes (held to maturity) where it has both
the ability and intent to hold the securities to maturity. Such securities are
stated at cost, adjusted for amortization of premiums and accretion of discounts
computed under the level yield method. Such premium amortization and discount
accretion are recognized as adjustments to interest income. The rate of
prepayment activity on mortgages underlying mortgage-backed securities is
monitored and compared to expected prepayments. Prepayment activity is affected
primarily by movements in interest rates. Yields on mortgage-backed securities
are adjusted as prepayments occur through charges to premium amortization or
discount accretion. At December 31, 1996 and 1995 the Company had no securities
classified as held to maturity.

Derivative Financial Instruments -- The Company's hedging policies permit
the use of interest rate swaps, caps and floors to manage interest rate risk or
to hedge specified assets and liabilities. Derivative financial instruments are
not used for trading purposes. Through December 31, 1996, the Company has not
used any derivative financial instruments for hedging purposes, but may do so in
the future.

Pledged Securities -- The carrying value of securities pledged to secure
public and trust deposits, securities sold under agreements to repurchase and
for other purposes as required by law amounted to $268,543,000 and $220,070,000
at December 31, 1996 and 1995, respectively.

Mortgage Servicing Rights -- The Company adopted Statement of Financial
Accounting Standards No. 122 "Accounting for Mortgage Servicing Rights" (SFAS
122) effective January 1, 1995. The cost of mortgage loans which

S-32

NOTE 1. ACCOUNTING POLICIES -- CONTINUED
the Company originates or purchases under a definitive plan to sell or
securitize is allocated between the mortgage servicing rights and the cost of
the mortgage based on the relative fair values at date of origination or
purchase. The fair value of the mortgage servicing rights is determined by
discounting expected servicing income cash flows, net of certain servicing
costs, by a rate which is comparable to the then current interest-only strip
rate. The cost of those mortgage loans which are originated or purchased without
a definitive plan to sell or securitize is not allocated between mortgage
servicing rights and the cost of the mortgage until the date of sale or
securitization.

Mortgage servicing rights assets are amortized in proportion to and over
the period of estimated net servicing income. Management periodically evaluates
mortgage servicing assets for impairment by discounting the expected future cash
flows, taking into consideration the estimated level of prepayments based upon
current industry expectations.

The adoption of SFAS 122 increased 1995 pre-tax income and net income by
$1,560,000 and $1,020,000, respectively, or $.05 per share.

Loans -- Interest income on loans is calculated using the simple-interest
method on the outstanding principal amounts. All non-refundable fees and costs
associated with the Company's lending activities are recognized over the life of
the related loan or lease as an adjustment of yield.

Residential mortgage loans and other loans and leases held for sale are
stated at the lower of the cost to originate or purchase the loan (net of
deferred loan fees and costs and amounts assigned to mortgage servicing rights),
or market. Market is determined on the basis of rates quoted in the respective
secondary market for the type of loan or lease held for sale. The Company
generally sells its residential mortgage loans and MACC originated loans and
leases at a premium or discount from the carrying amount of the loans or leases.
Such premium or discount is recognized at the date of sale.

The Company prospectively adopted SFAS 114, "Accounting by Creditors for
Impairment of a Loan," and SFAS 118, "Accounting by Creditors for Impairment of
a Loan-Income Recognition and Disclosures" on January 1, 1995. Residential
mortgage, installment and other consumer loans are collectively evaluated for
impairment. Individual commercial loans exceeding size thresholds established by
management are evaluated for impairment. Impaired loans are recorded at the
loan's fair value by the establishment of a specific allowance where necessary.
The fair value of collateral-dependent loans is determined by the fair value of
the underlying collateral. The fair value of noncollateral-dependent loans is
determined by discounting expected future interest and principal payments at the
loan's effective interest rate. The adoption of SFAS 114 and SFAS 118 did not
have a material impact on 1995 results of operations.

Accrual of interest on loans is discontinued when principal or interest
remains due and unpaid for 90 days or more, unless the loan is well secured and
is in the process of collection. Income on such loans is then recognized only to
the extent that cash is received and when the future collection of principal is
probable. Interest accruals are resumed on such loans only when they are brought
fully current with respect to interest and principal and when, in the judgment
of management, the loans are estimated to be fully collectible as to both
principal and interest. Restructured loans are those loans on which concessions
in terms have been granted because of a borrower's financial difficulty.
Interest is generally accrued on such loans in accordance with their original
contractual rates.

Allowance for Credit Losses -- The allowance for credit losses is
established through a provision for credit losses charged to expense. Loans and
leases are charged against the allowance for credit losses when management
believes the full collectibility of the loan is unlikely. The allowance is an
amount that management believes will be adequate to absorb losses inherent in
existing loans and commitments to extend credit. The allowance and provision
take into consideration such factors as changes in the nature and volume of the
portfolio, overall portfolio quality, loan concentrations, specific problem
loans, leases and commitments, and current and anticipated economic conditions
that may affect the borrowers' ability to pay. Specific allowances are
established for certain individual impaired loans based on the evaluation of the
fair value of the impaired loan. Allowances established to provide for losses
under commitments to extend credit, or recourse provisions under loan and lease
sales agreements or servicing agreements are classified with other liabilities.

S-33

NOTE 1. ACCOUNTING POLICIES -- CONTINUED
Other Real Estate Owned -- Real estate acquired by foreclosure is carried
in other assets at the lower of the recorded investment in the property or its
fair value. Prior to foreclosure, the value of the underlying loan is written
down to the fair value of the real estate to be acquired by a charge to the
allowance for credit losses, if necessary. At the time of foreclosure, an
allowance is established for estimated selling costs. Any subsequent writedowns
required by changes in estimated fair value or disposal expenses are provided
through this allowance and the provision is charged to operating expense.
Carrying costs of such properties, net of related income, and gains and losses
on their disposition are charged or credited to operating expense as incurred.

Bank Premises and Equipment -- Bank premises and equipment are stated at
cost, less accumulated depreciation which is computed using the straight-line
method.

Intangible Assets -- Goodwill is amortized using the straight-line method
over periods ranging from 15 to 25 years. Core deposit intangible assets
acquired before 1992 are amortized using the straight-line method over 10 years.
Core deposit intangible assets acquired on or after January 1, 1992 are
amortized using an accelerated method over 10 years. Goodwill and core deposit
intangible assets at December 31, 1996 and 1995 aggregated $18,671,000 and
$20,715,000 respectively, and the accumulated amortization aggregated $7,893,000
and $8,691,000, respectively.

Income Taxes -- The Company utilizes an asset and liability approach for
financial accounting and reporting of income taxes. The provision for income
taxes is based on pre-tax income which differs in some respects from taxable
income. Deferred income taxes/benefits are provided on cumulative differences
between pre-tax income for income tax and financial reporting purposes using the
current tax rate.

Trust Department -- Trust Department income has been recognized on the
accrual basis. Assets held by the Company in fiduciary or agency capacities
(other than cash on deposit at the Company's bank subsidiaries) for its
customers are not included in the consolidated statement of condition as such
items are not assets of the Company.

Earnings per Share -- Primary earnings per share is computed using the
weighted average number of shares outstanding during the period, as restated for
shares issued in business combinations accounted for as poolings-of-interests,
stock dividends, and all common stock equivalents, applied to net income. Fully
diluted earnings per share is computed using the weighted average number of
shares determined for the primary computation plus the number of shares of
common stock that would be issued assuming all preferred shares were converted
and certain outstanding stock options not included in the primary computation
were exercised.

The weighted average number of common shares outstanding for primary and
fully diluted earnings per share computations were as follows:

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
Year ended December 31, 1996 1995 1994
<S> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------
Weighted average common shares outstanding --
primary.............................................. 20,986,000 21,126,000 20,951,000
Weighted average common shares outstanding -- fully
diluted.............................................. 24,274,000 24,851,000 24,890,000
- -----------------------------------------------------------------------------------------------------
</TABLE>

Recent Accounting Pronouncements -- The Financial Accounting Standards
Board issued Statement of Financial Accounting Standards No. 125 "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities"
(SFAS 125) in June, 1996. SFAS 125 establishes new accounting and reporting
standards for transfers and servicing of financial assets and extinguishment of
liabilities. SFAS 125 focuses on the concept of control. Under this approach,
after a transfer of financial assets, the Company will recognize the financial
and servicing assets it controls and the liabilities it has incurred, and will
derecognize financial assets when control has been surrendered, and derecognize
liabilities when extinguished.

The Company currently transfers certain residential mortgage loans
originated by its bank subsidiaries and loans and leases originated by one of
its non-bank subsidiaries. The Company has accounted for these transfers as
sales; accordingly, the loans and leases transferred have been derecognized.
Management believes that these transfers will continue to be treated as sales
under SFAS 125 and there will be no material impact on its results of operations
from adoption of this statement. The Company will prospectively adopt SFAS 125
effective January 1, 1997.

S-34

NOTE 1. ACCOUNTING POLICIES -- CONTINUED
Preferred Stock -- The nonvoting $1.8125 cumulative convertible Series A
preferred shares may be redeemed, at the option of the Company, after June 12,
1997 at $25.00 plus accrued and unpaid dividends. Dividends on common stock are
not permitted to be declared unless all cumulative dividends on preferred stock
have been declared and paid. At December 31, 1996, each share of Series A
preferred stock is convertible into the Company's common stock at a conversion
price of $10.25. The Series A preferred stock is not considered to be a common
stock equivalent for purposes of primary earnings per share. The amount of
common shares that would be issuable assuming conversion of all preferred shares
outstanding is used for purposes of determining fully diluted earnings per
share.

Treasury Stock -- Shares of the Company's stock are acquired for purposes
of issuance in connection with the stock option plan and for future stock
dividend declarations. The treasury shares acquired are recorded at cost.

Stock-Based Compensation -- The Company accounts for stock-based
compensation arrangements under the intrinsic value method in accordance with
ABP 25. Pro forma disclosures of compensation cost of stock-based awards
required by Statement of Financial Accounting Standards No. 123 have been
determined using the fair value method which considers the time value of the
option considering the volatility of the Company's stock and the risk-free
interest rate over the expected life of the option using a Black-Scholes
valuation model.

Statement of Cash Flows -- The Company considers cash on hand, deposits
maintained with the Federal Reserve Bank and cash due from other banks, all of
which are included in the caption Cash and Due from Banks, as cash for purposes
of the Statement of Cash Flows.

NOTE 2. MERGERS, ACQUISITIONS, AND DIVESTITURES

Completed Transactions

During 1996, the Company completed its acquisitions of Simplicity Mortgage
Consultants, Inc., an Indiana-based mortgage brokerage company with annual
revenues of approximately $.9 million, and National Recovery Systems,
Professional Adjustment of Ft. Myers, and Gulf Coast Collection Bureau, Inc.,
Florida-based collection agencies with annual revenues of approximately $1.0
million. The aggregate purchase price of the four transactions was $1.5 million
and included $551,000 cash and the issuance of 55,380 shares of Mid Am, Inc.
common stock. The results of operations include the results of the acquired
entities from the date of their respective acquisition. These transactions have
been accounted for as purchases.

On December 12, 1996, the Company completed the sale of substantially all
of its credit card business to a national credit card issuer. The Company
received $24.4 million cash in connection with this sale and recognized a
pre-tax gain of $4.6 million (after tax $3.0 million).

On July 31, 1995, the Company completed its merger with MFI Investments
Corp., an introducing broker-dealer. MFI shareholders received 345,983 shares of
Mid Am, Inc. common stock (after adjustment for the 10% common stock dividend
paid in 1996), of which 169,701 shares are held in escrow at December 31, 1996
pending resolution of litigation filed against MFI prior to the merger. Under
the escrow agreement, 3,289 shares of Mid Am, Inc. stock were returned to the
Company through 1996 for costs incurred in defending the action. Shares returned
under the escrow agreement are treated as retired shares. Dividends declared and
paid on the shares are not returned. The transaction was accounted for as a
pooling-of-interests.

On March 1, 1995, the Company completed its merger with ASB Bankcorp, Inc.,
parent company of $128 million asset Adrian State Bank. ASB Bankcorp, Inc.
shareholders received 1,701,328 shares of Mid Am, Inc. common stock (after
adjustment for the 10% common stock dividends paid in 1996 and 1995). The
transaction was accounted for as a pooling-of-interests.

Pending Sale of Branches

On November 21, 1996, the Company reached a definitive agreement to sell
seven of its southern Ohio branches, with deposits of approximately $100 million
at December 31, 1996, to another financial institution. The transaction received
regulatory approval on January 15, 1997. All loans originated through the
branches will be retained. The Company expects to recognize a pre-tax gain of
approximately $8.5 million. The ultimate gain will be dependent on the level of
deposits on the date of closing and appraisals of branch property. The sale is
expected to close in the first quarter of 1997.

S-35

NOTE 3. SECURITIES AVAILABLE FOR SALE

The aggregate cost and carrying value at market of securities available for
sale at December 31, 1996 and 1995 are as follows:

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
Gross Gross Carrying
1996 Unrealized Unrealized Value at
(Dollars in thousands) Cost Gains Losses Market
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------
U.S. Treasury securities................... $ 56,758 $ 192 $ (359) $ 56,591
Securities of other U.S. Government
agencies and corporations................ 47,291 65 (591) 46,765
Obligations of states and political
subdivisions............................. 44,445 1,310 (115) 45,640
Equity securities.......................... 34,369 357 (385) 34,341
Mortgage-backed securities................. 251,486 1,265 (3,297) 249,454
-------- ------ ------- --------
Total...................................... $434,349 $3,189 $(4,747) $432,791
======== ====== ======= ========
- -----------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
Gross Gross Carrying
1995 Unrealized Unrealized Value at
(Dollars in thousands) Cost Gains Losses Market
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------
U.S. Treasury securities................... $ 73,219 $ 715 $ (142) $ 73,792
Securities of other U.S. Government
agencies and corporations................ 67,415 571 (460) 67,526
Obligations of states and political
subdivisions............................. 57,313 2,208 (525) 58,996
Equity securities.......................... 31,397 299 (430) 31,266
Mortgage-backed securities................. 230,398 1,628 (1,609) 230,417
-------- ------ ------- --------
Total...................................... $459,742 $5,421 $(3,166) $461,997
======== ====== ======= ========
- -----------------------------------------------------------------------------------------------------------
</TABLE>

Following the issuance of the Financial Accounting Standards Board's "Guide
to Implementation of Statement 115 on Accounting for Certain Investments in Debt
and Equity Securities" in November 1995, management assessed the
held-to-maturity portfolio. As a result, investment and mortgage-backed
securities with an amortized cost of $66,096,000 and $162,477,000, respectively,
were transferred from held-to-maturity to securities available for sale in
November 1995. The net unrealized gain (loss) of the investment and
mortgage-backed securities transferred was $1,120,000 and $(1,553,000),
respectively.

The carrying value and market value of securities available for sale at
December 31, 1996, by contractual maturity, are shown below. Expected maturities
will differ from contractual maturities because issuers may have the right to
call or prepay obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
Carrying Value
(Dollars in thousands) Cost at Market
<S> <C> <C>
- ------------------------------------------------------------------------------------------------
Due in one year or less..................................... $ 32,149 $ 32,086
Due after one year through five years....................... 89,891 89,940
Due after five years through ten years...................... 25,795 26,070
Due after ten years......................................... 35,028 35,241
-------- --------
182,863 183,337
Mortgage-backed securities.................................. 251,486 249,454
-------- --------
$434,349 $432,791
======== ========
- ------------------------------------------------------------------------------------------------
</TABLE>

Proceeds from sales of securities available for sale were $47,503,000,
$27,771,000 and $91,398,000 for 1996, 1995 and 1994, respectively.

S-36

NOTE 3. SECURITIES AVAILABLE FOR SALE -- CONTINUED

Gains of $1,795,000, $429,000 and $1,343,000 and losses of $221,000,
$79,000 and $112,000 were realized on sales of available for sale securities in
1996, 1995 and 1994, respectively.

NOTE 4. LOANS AND ALLOWANCE FOR CREDIT LOSSES

Loans outstanding are as follows:

Most of the Company's business activity is with customers located within
the respective local business areas of its banks which encompasses Western Ohio
and Southeastern Michigan. However, MACC retains a portion of the credit risk of
loans and leases it sells through stipulated recourse provisions. MACC's loan
and lease activities are with customers in medical related fields located within
the continental United States. Substantially all loans and leases originated by
MACC are sold in the secondary market. In connection with sales of the loans and
leases, MACC retains limited servicing and limited recourse liability. The
servicing is limited to responsibility to collect delinquent accounts based on
information provided by the purchaser of the loans and leases. A liability is
established at the time each loan or lease is sold based on the fair value of
the servicing liability. In addition, MACC records a liability for the estimated
recourse for credit losses which is limited to an aggregate of 10% of the
purchase price of the loans and leases sold. The fair value of the servicing
liability and the estimated recourse liability reduce the amount of gain or
increase the loss of the loans and leases sold. MACC sold loans and leases for
total proceeds of $28,466,000 in 1996. At December 31, 1996, the outstanding
balance of loans and leases sold was $27,121,000. A portion of the purchase
price is deferred and paid to MACC on a delayed basis. At December 31, 1996,
MACC recorded a receivable of $825,000 for deferred sales proceeds. During 1996,
MACC recorded provisions of $618,000 for ultimate recourse losses on loans sold,
and through December 31, 1996 no charges against the liability have been made.

The Company's retained loan portfolio is well diversified, consisting of
commercial, residential, agri-business, consumer and small business loans. There
are no significant concentrations in any one industry and the amounts related to
highly leveraged transactions are not significant.

The Company evaluates each customer's creditworthiness on a case-by-case
basis. The amount of collateral obtained is based on management's evaluation of
the customer. Collateral held relating to commercial, financial, agricultural
and commercial mortgages varies but may include accounts receivable, inventory,
property, plant and equipment and income-producing commercial properties.

S-37

NOTE 4. LOANS AND ALLOWANCE FOR CREDIT LOSSES -- CONTINUED

Changes in the allowance for credit losses are as follows:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
Year ended December 31,
(Dollars in thousands) 1996 1995 1994
<S> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------
Balance at beginning of period........................... $14,859 $14,722 $15,157
Additions (reductions):
Provision for credit losses............................ 4,537 3,002 1,224
Charge-offs............................................ (5,498) (4,379) (3,406)
Recoveries on loans charged off........................ 1,774 1,478 1,747
Transfer of other real estate owned allowance relating
to in-substance foreclosure loans................... 36
------- ------- -------
Balance at end of period................................. $15,672 $14,859 $14,722
======= ======= =======
- ---------------------------------------------------------------------------------------------------
</TABLE>

Information relating to loans determined to be impaired is as follows:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
As of and for year ended December 31,
(Dollars in thousands) 1996 1995
<S> <C> <C>
- --------------------------------------------------------------------------------------
Investment in impaired loans................................ $7,241 $9,245
Amount of impaired loans with specific allowance............ 5,915 7,868
Amount of impaired loans with no specific allowance......... 1,326 1,377
Average investment in impaired loans........................ 8,447 9,939
Cash basis interest income recognized on impaired loans..... 532 686
- --------------------------------------------------------------------------------------
</TABLE>

Other non-performing assets at December 31, 1996 and 1995 include other
real estate owned of $1,143,000, and $763,000, respectively, which have been
recorded at estimated fair value less estimated selling costs.

In the normal course of business, the Company has made loans to certain
directors, executive officers and their associates under terms consistent with
the Company's general lending policies. Loan activity relating to these
individuals for 1996 and 1995 is as follows:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Balances at New Balances
Beginning Originations/ Loan at End
(Dollars in thousands) of Period Advances Repayments Other of Period
<S> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------------
Year ended December 31,
1996....................... $19,375 $23,193 $17,055 $(3,746) $21,767
======= ======= ======= ======= =======
Year ended December 31,
1995....................... $21,787 $11,558 $ 9,736 $(4,234) $19,375
======= ======= ======= ======= =======
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

S-38

NOTE 5. BANK PREMISES AND EQUIPMENT

Bank premises and equipment consist of the following:

Included in the above are buildings, land and land improvements which
secure a capitalized lease with a cost of $5,720,000, less accumulated
amortization and depreciation of $3,288,000 and $2,979,000 at December 31, 1996
and 1995, respectively. Substantially all of the property recorded under capital
leases relates to transactions with Bancsites, Inc., a former subsidiary, which
the Company continues to significantly influence through common shareholders and
management. The capital lease premises represent thirteen branch bank facilities
owned by Bancsites and leased to the Company under long-term lease agreements
entered into in the normal course of business and under terms no more favorable
than those prevailing in the marketplace. Lease payments to Bancsites, Inc.
under capital leases amounted to $537,000 in 1996, $551,000 in 1995 and $561,000
in 1994. Rental payments for land are treated as operating lease expense. Rent
expense amounted to $1,516,000 in 1996, $1,365,000 in 1995, and $1,394,000 in
1994.

All of the future minimum payments under capital lease agreements at
December 31, 1996 presented below relate to the Bancsites agreements, and
substantially all future minimum lease payments under operating lease agreements
are with unrelated parties:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Bancsites Bancsites Other
Capital Operating Operating
(Dollars in thousands) Leases Leases Leases
<S> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------
1997..................................................... $ 492 $29 $ 778
1998..................................................... 442 26 592
1999..................................................... 359 509
2000..................................................... 366 324
2001..................................................... 362 66
Thereafter............................................... 1,635 1,225
------ --- ------
Total minimum lease payments........................ 3,656 $55 $3,494
=== ======
Amounts representing interest............................ (842)
------
Present value of minimum lease payments.................. $2,814
======
- ---------------------------------------------------------------------------------------------------------
</TABLE>

NOTE 6. DEPOSITS

Included in other time deposits are certificates of deposit of $100,000 or
more totalling $213,496,000 and $165,507,000 at December 31, 1996 and 1995,
respectively. Included in savings deposits are negotiable order of withdrawal
(NOW) accounts totalling approximately $202,061,000 and $198,333,000 at December
31, 1996 and

S-39

NOTE 6. DEPOSITS -- CONTINUED

1995, respectively. The Company paid $81,347,000, $77,786,000 and $61,049,000 in
interest on deposits and other borrowings in 1996, 1995 and 1994, respectively.

NOTE 7. FEDERAL HOME LOAN BANK BORROWINGS AND ADVANCES AND OTHER BORROWINGS

All of the Company's banking subsidiaries are members of the Federal Home
Loan Bank (FHLB) and have lines of credit with the FHLB which enables the
Company, through its bank subsidiaries, to borrow up to $159,943,000 at December
31, 1996. Borrowings under the FHLB lines of credit are secured by FHLB stock
totalling $11,153,000 and $9,663,000 at December 31, 1996 and 1995,
respectively, and by residential mortgages totalling 150% of outstanding
borrowings. Aggregate borrowings outstanding under the available lines of credit
were $39,403,000 and $45,183,000 at weighted average interest rates of 6.35% and
6.89% at December 31, 1996 and 1995, respectively.

The contractual maturities of the FHLB outstanding borrowings for the five
years subsequent to December 31, 1996 are: 1997, $8,707,000; 1988, $2,871,000;
1999, $3,045,000; 2000, $3,425,000; and 2001, $18,127,000.

The Company entered into an agreement with an unrelated financial
institution in October 1995 which enabled the Company to borrow up to
$20,000,000 through December 28, 1996; however, the Company did not borrow
against the credit facility. On December 31, 1996, the Company entered into an
agreement with a different financial institution which enables the Company to
borrow up to $20,000,000 through December 31, 1997. Interest on advances taken
on the facility is accrued at either the financial institution's prime rate, a
formula based on the London Interbank Offering Rate, or a formula based on the
Federal Funds Rate. The Company may elect the interest rate method to be applied
to amounts outstanding in $100,000 increments. The agreement provides for an
annual fee of .1875% on the average unused portion of the credit facility. The
agreement also contains covenants which require the Company, among other things,
to maintain minimum tangible net worth, as defined, of $165,000,000, maintain
specified minimum capital ratios, and not permit non-performing assets to total
loans and non-performing assets to total capital ratios to exceed specified
maximums. Subsequent to December 31, 1996, the Company borrowed $10 million
against the credit facility.

NOTE 8. FAIR VALUE OF FINANCIAL INSTRUMENTS

The following presents the estimated fair value of the Company's financial
instruments at December 31, 1996 and 1995:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
1996 1995
- --------------------------------------------------------------------------------------------------------
Carrying Fair Carrying Fair
(Dollars in thousands) Amount Value Amount Value
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------
Assets
Cash and due from banks,
interest-bearing deposits and
federal funds sold............. $ 91,764 $ 91,764 $ 178,530 $ 178,530
Securities available for sale..... 432,791 432,791 461,997 461,997
Loans held for sale and loans..... 1,582,807 1,488,293
Less: allowance for credit
losses......................... (15,672) (14,859)
---------- ----------
Loans held for sale and loans,
net.......................... 1,567,135 1,528,930 1,473,434 1,440,882
Liabilities
Deposits.......................... 1,832,909 1,837,381 1,860,142 1,868,834
Federal funds purchased and
securities sold under
agreements to repurchase....... 92,805 92,805 87,548 87,548
Debt.............................. 39,433 38,891 45,243 45,334
Off-balance-sheet commitments:
Commitments to extend credit
($418,330 and $421,673 at
December 31, 1996 and 1995,
respectively).................. 416,953 420,983
- --------------------------------------------------------------------------------------------------------
</TABLE>

S-40

NOTE 8. FAIR VALUE OF FINANCIAL INSTRUMENTS -- CONTINUED
Basis of Fair Value Determination:

The table above has presented fair value disclosures in accordance with
SFAS 107 "Disclosure about Fair Value of Financial Instruments" whether or not
the financial instruments are recognized in the balance sheet. In cases where
quoted market prices are not available, fair values are based on estimates using
present value or other valuation techniques. These techniques are materially
affected by the assumptions used (estimates of future cash flows and discount
rates, among others). Because of the judgment and subjective considerations
required in determining appropriate and reasonable assumptions, the derived fair
value estimates cannot be substantiated by comparison to independent markets.
Further, the amounts which could be realized in immediate settlement of the
instrument could vary significantly from the fair value estimate depending upon
bulk versus individual settlements or sales as well as other factors. SFAS 107
excludes certain financial instruments and all nonfinancial instruments from its
disclosure requirements. Accordingly, the aggregate net fair value amounts
presented do not represent the underlying value of the Company.

Cash and due from banks, interest-bearing deposits in other banks and
federal funds sold -- Due to the frequency of repricing of these items, the fair
value is assumed to equal the carrying amount.

Securities available for sale, investment securities and mortgage-backed
investment securities -- The fair value of securities is based on quoted market
prices or dealer quotes. For purposes of determining the fair market value of
Federal Reserve Bank and Federal Home Loan Bank stock, for which quoted market
prices are not available, the carrying amount of the stock has been considered
the fair value.

Loans held for sale and loans -- For certain categories of loans (including
loans held for sale), such as residential mortgages and certain guaranteed
loans, fair value is estimated using the quoted market prices for securities
backed by similar loans, adjusted for differences in loan characteristics. The
fair value of commercial and other types of loans is estimated by discounting
the expected future cash flows based on current rates being offered, the credit
risk involved and the time to maturity. Due to the frequency of repricing of
credit card receivables, the fair value is assumed to equal the carrying amount.

Deposits -- The fair value of demand deposits, savings accounts and NOW
accounts is assumed to be the carrying amount. The fair value of certificate of
deposit accounts is estimated using the rates currently offered for deposits of
similar remaining maturities.

Federal funds purchased and securities sold under agreements to repurchase
- -- Due to the frequency of repricing of these items, the fair market value is
assumed to equal the carrying amount.

Debt and capitalized lease obligations -- The fair value of debt is
estimated based on the rates currently available to the Company for debt with
similar terms and maturities. The capital lease obligations are not included in
the fair value disclosures.

Commitments to extend credit -- For commitments to extend credit, the fair
value is estimated based on the discounted future cash flows based on current
market interest rates, assuming that the entire commitment will be drawn upon.

S-41

NOTE 9. FEDERAL INCOME TAXES

The deferred tax assets/liabilities consist of the following:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
December 31,
(Dollars in thousands) 1996 1995
<S> <C> <C>
- ---------------------------------------------------------------------------------------
Gross deferred tax assets:
Loan loss reserve......................................... $2,753 $ 2,493
Unrealized losses on securities available for sale........ 576
Deferred compensation..................................... 1,007 1,008
Deferred loan fees........................................ 463 281
Deferred interest......................................... 175 219
Other..................................................... 573 300
------ -------
5,547 4,301
------ -------
Gross deferred tax liabilities:
Bank premises and equipment............................... 1,882 1,888
Unrealized gains on securities available for sale......... 789
Federal Home Loan Bank dividends.......................... 1,312 1,063
Mortgage servicing rights................................. 1,270 515
Prepaid deposit interest.................................. 337 1,136
Prepaid FDIC premium...................................... 88 240
Prepaid expenses.......................................... 443 799
Loan and deposit purchase accounting adjustments -- net... 227 312
Other..................................................... 218 253
------ -------
5,777 6,995
------ -------
Net deferred tax liability at end of year................... $ (230) $(2,694)
====== =======
- ---------------------------------------------------------------------------------------
</TABLE>

At December 31, 1996 and 1995 there were no valuation reserves recorded
against the deferred tax assets as realization of the entire deferred tax asset
was considered more likely than not.

The following schedule reconciles the statutory federal income tax rate to
the Company's effective tax rate:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
Year ended December 31, 1996 1995 1994
<S> <C> <C> <C>
- -------------------------------------------------------------------------------------------------
Statutory federal income tax rate........................... 35.0% 35.0% 35.0%
Effect of interest income which is not subject to
taxation.................................................. (2.8) (3.5) (4.1)
Nondeductible interest expense.............................. 0.4 0.4 0.4
Other items, net............................................ (0.2) 0.2 (0.2)
---- ---- ----
32.4% 32.1% 31.1%
==== ==== ====
- -------------------------------------------------------------------------------------------------
</TABLE>

S-42

NOTE 10. OTHER NON-INTEREST INCOME AND OTHER NON-INTEREST EXPENSE

Other non-interest income and other non-interest expense consist of the
following:

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Year ended December 31,
(Dollars in thousands) 1996 1995 1994
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------
Other non-interest income:
Gain from sale of credit card accounts.................. $ 4,568
Gain from sale of other loans........................... 3,367 $ 352 $ 43
Credit card fees........................................ 1,961 1,696 1,274
International department fees........................... 1,009 762 628
Banclub fees............................................ 993 904 779
ATM card fees........................................... 877 504 411
Credit life insurance................................... 470 551 702
Other................................................... 2,431 2,175 2,739
------- ------- -------
$15,676 $ 6,944 $ 6,576
======= ======= =======
- ----------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Year ended December 31,
(Dollars in thousands) 1996 1995 1994
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------
Other non-interest expense:
Brokerage commissions................................... $ 5,604 $ 6,608 $ 4,983
FDIC expense............................................ 4,667 2,754 3,868
Marketing............................................... 2,301 2,247 1,976
Franchise taxes......................................... 2,501 2,473 2,490
Telephone............................................... 2,157 1,884 1,939
Printing and supplies................................... 2,229 1,868 1,919
Legal and other professional fees....................... 2,237 1,915 2,081
Credit card processing costs............................ 1,761 1,431 1,006
Amortization of intangible assets....................... 1,579 1,600 1,579
Postage................................................. 1,626 1,442 1,460
Other................................................... 8,984 7,022 7,220
------- ------- -------
$35,646 $31,244 $30,521
======= ======= =======
- ----------------------------------------------------------------------------------------------------
</TABLE>

The FDIC expense for the year ended December 31, 1996 includes $3,563,000
of a special Savings Association Insurance Fund (SAIF) assessment on deposits of
the Company's subsidiaries which were acquired from thrifts.

NOTE 11. RETIREMENT PLANS

The Company and its subsidiaries provide retirement benefits for
substantially all of their employees under several retirement plans. The Company
does not provide post-retirement benefits other than through its retirement
plans and does not provide post-employment benefits.

The Company has an Employee Stock Ownership and Savings Plan for the
benefit of all eligible employees. Employees may contribute to the plan upon
employment; Company matching provisions commence after the employees have
completed twelve months of service with the Company. The plan provides for
annual contributions by the Company based upon income (as defined by the plan)
after providing for a specified return on shareholders' equity, and under the
401(k) portion of the Plan employees may contribute a percentage of their
eligible compensation with a company-match of such contributions up to a maximum
match of three percent. The Company also sponsors an Employee Stock Ownership
Pension Plan which provides for an annual contribution by the Company equal to
six percent of eligible employees' annual compensation.

The Company has a supplemental employee retirement plan. This plan replaces
retirement benefits eliminated under the Company's qualified retirement plans
because of eligible compensation limitations under current tax law. The Company
contributes authorized shares of its common stock to a trust established to hold
the shares on behalf of

S-43

NOTE 11.RETIREMENT PLANS -- CONTINUED

participating employees. The Company's contribution under the plan is determined
by multiplying the excess of employees' compensation over the established
limitation by the contribution level established by the Board of Directors for
the Company's qualified plans (12%, 9% and 9% in 1996, 1995 and 1994,
respectively). At December 31, 1996, the liability recorded for the participants
in the plan was not material. The funding of shares occurs in January of the
succeeding year.

Expenses relating to these plans amounted to $2,762,000, $2,017,000 and
$2,330,000 in 1996, 1995 and 1994, respectively.

NOTE 12. STOCK OPTIONS

In 1992, the Board of Directors of the Company approved an Incentive Stock
Option Plan which covers certain key employees and all Directors of the Company
and its subsidiary companies. In 1994, the Plan was amended to include
additional employees and to allow certain individuals, including Directors, the
ability to elect to receive options, determined under a formula, in lieu of a
portion of their salary or director fees, as applicable. Under the terms of the
plan, the maximum number of option shares which can be granted is limited to 7%
of the Company's issued and outstanding common shares. Options granted under the
plan expire 10 years after the date of grant and are issued at an option price
that is not less than the market price of the Company's stock on the date of
grant. Options granted to Directors are immediately exercisable. Options granted
to officers and other key employees are exercisable in annual 20% increments,
except for options received in lieu of salary, which are immediately
exercisable.

Compensation cost determined using the fair value method consistent with
the methodology prescribed by SFAS 123 for the Company's stock option plan would
have the following pro forma effect on net income and earnings per share:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
(Dollars in thousands, except per share data) 1996 1995
<S> <C> <C>
- -------------------------------------------------------------------------------
Net income, as reported..................................... $25,992 $24,967
Net income, pro forma....................................... 25,810 24,572
Earnings per share, as reported............................. 1.12 1.05
Earnings per share, pro forma............................... 1.12 1.03
Fully diluted earnings per share, as reported............... 1.07 1.01
Fully diluted earnings per share, pro forma................. 1.06 0.99
- -------------------------------------------------------------------------------
</TABLE>

The weighted average fair value of the options granted in 1996 and 1995 was
estimated at $370,000 and $645,000 on the date of grant. The weighted average
assumptions utilized to determine the estimated fair value were:

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
1996 1995
<S> <C> <C>
- -----------------------------------------------------------------------------------
Dividend yield.............................................. 4.00% 4.00%
Volatility.................................................. 0.24 0.21
Risk-free interest rate..................................... 6.05 5.85
Expected life............................................... 6.34 5.49
- ----------------------------------------------------------------------------------
</TABLE>

S-44

NOTE 12. STOCK OPTIONS -- CONTINUED

The following table presents a summary of activity with respect to the
Company's stock option plan:

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Weighted Average
Shares Exercise Price
Under Plan of Shares
<S> <C> <C>
- ----------------------------------------------------------------------------------------------------
Balance at December 31, 1993................................ 255,987 $10.07
Granted................................................... 653,004 11.73
Exercised................................................. (3,207) 9.02
Forfeited................................................. (14,275)
---------
Balance at December 31, 1994................................ 891,509 11.27
Granted................................................... 427,910 13.52
Exercised................................................. (89,974) 8.81
Forfeited................................................. (16,178)
---------
Balance at December 31, 1995................................ 1,213,267 12.25
Granted................................................... 149,842 17.86
Exercised................................................. (39,517) 10.43
Forfeited................................................. (11,814)
---------
Balance at December 31, 1996................................ 1,311,778 12.95
=========
- ----------------------------------------------------------------------------------------------------
</TABLE>

Shares exercisable at December 31, 1996, 1995 and 1994 were 1,057,326,
1,005,799, and 529,478, respectively. Shares authorized under the plan at
December 31, 1996, 1995 and 1994 were 1,462,000, 1,501,000 and 1,468,000,
respectively.

The following table summarizes information concerning outstanding and
exercisable options:

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Weighted Average Weighted Average
Number Remaining Weighted Average Number Weighted Average
Range of Exercise Prices Outstanding Contractual Life Exercise Price Exercisable Exercise Price
<S> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------
$ 4 - $ 8............... 7,848 82 months $6.55 7,848 $6.55
8 - 12............... 527,259 87 months 10.84 455,707 10.84
12 - 15............... 626,829 102 months 13.60 544,332 13.41
15 - 19............... 149,842 119 months 17.86 49,439 17.84
--------- ---------
1,311,778 1,057,326
========= =========
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

NOTE 13. COMMITMENTS AND CONTINGENCIES

One of the Company's non-bank subsidiaries is a co-defendant in several
actions filed by customers of a money manager not affiliated with the subsidiary
who directed business to that subsidiary. These suits were filed prior to the
subsidiary's merger with the Company. The suits seek recovery of losses of
approximately $2,700,000 plus punitive damages, attorneys' fees and costs of
litigation. The litigation in the matters has been stayed and the parties have
entered into arbitration. The Company denies liability to the plaintiffs in each
of the actions and is vigorously contesting the claims. Discovery has been
partially completed in these actions, and arbitration proceedings have
commenced. However, due to the complexity of the issues management and the
Company's legal counsel have been unable to form an opinion as to the likely
outcome of the arbitration; accordingly, no provision for any liability that may
result from the resolution of these matters has been recorded. In the event of
an unfavorable outcome, the effect on the Company's results of operations could
be material. In connection with this action 169,701 of Mid Am, Inc. common
shares (after adjustment for 10% common stock dividend paid in 1996) are being
held in escrow pending resolution of the arbitration. Such shares will be
returned to the Company for any liability which may result from or for costs
incurred in defending the action. See Note 2 "Mergers, Acquisitions, and
Divestitures".

S-45

NOTE 13. COMMITMENTS AND CONTINGENCIES -- CONTINUED
There are also various other lawsuits and claims pending against the
Company, which arise in the normal course of business. In the opinion of
management, any liabilities that may result from these lawsuits and claims will
not materially affect the financial position or results of operations of the
Company.

NOTE 14. FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

The Company is a party to financial instruments with off-balance-sheet risk
in the normal course of business to meet the financing needs of its customers
located primarily within the local business area. These instruments include
commitments to extend credit, standby letters of credit and international
commercial letters of credit.

The Company's exposure to credit loss in the event of non-performance by
the other party to the financial instrument for commitments to extend credit,
standby letters of credit and letters of credit is represented by the
contractual amount of those instruments. The Company uses the same credit
policies in making commitments and conditional obligations as it does for
on-balance-sheet instruments.

Financial instruments whose contract amounts represent credit risk are
presented below:

Commitments to extend credit are agreements to lend to a customer as long
as there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates ranging from one to five
years, variable interest rates tied to the prime rate and Treasury bill rates
and may require payment of a fee. Since many of the commitments are expected to
expire without being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements.

Standby letters of credit are conditional commitments issued by the Company
to guarantee the performance of a customer to a third party. Those guarantees
are primarily issued to support public and private borrowing arrangements,
including bond financing and similar transactions. The expiration date of
substantially all standby letters of credit extend for a period ranging from
thirty days to eighteen years. The credit risk involved in issuing letters of
credit is essentially the same as that involved in extending loan facilities to
customers. The Company holds marketable securities, certificates of deposits,
real estate, inventory and equipment as collateral supporting those commitments
for which collateral is deemed necessary.

Letters of credit are instruments used to facilitate trade, most commonly
international trade, by substituting the Company's credit for that of a
commercial importing company. The terms are generally one to three months. The
letters of credit are primarily unsecured.

NOTE 15. MORTGAGE BANKING ACTIVITIES

The Company conducts mortgage banking operations through its banking
subsidiaries. The primary activity relates to the origination and sale of fixed
and variable rate residential mortgages in the secondary market. The Company
usually retains the servicing of the loans it sells. Loans are primarily
originated in the Western Ohio and Southeastern Michigan market areas; however,
the Company also has employees and agents in Kentucky, Indiana, and Colorado who
also originate loans for sale in the secondary market.

S-46

NOTE 15. MORTGAGE BANKING ACTIVITIES -- CONTINUED

The following table summarizes information relating to the Company's
mortgage banking activity:

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
December 31,
(Dollars in thousands) 1996 1995
<S> <C> <C>
- ----------------------------------------------------------------------------------------
Amounts held in agency accounts............................. $ 7,241 $ 7,463
Amounts held in escrow accounts............................. 7,170 6,925
Mortgage banking receivables for advanced funds............. 497 256
Unpaid mortgage loan principle for loans serviced for
investors................................................. 1,447,428 1,286,590
Unpaid mortgage loan principle for loans serviced for
affiliated investors...................................... 2,747 3,673
Excess servicing asset...................................... -- 70
Mortgage servicing rights, net of accumulated
amortization.............................................. 3,704 1,544
Allowance for impairment of capitalized mortgage servicing
rights.................................................... 76 63
- ----------------------------------------------------------------------------------------
</TABLE>

In 1996, 1995 and 1994, the Company sold certain servicing rights on
mortgages which had an outstanding principal balance of $41,038,000, $31,471,000
and $17,664,000, respectively, and realized gains of $351,000, $245,000 and
$175,000, respectively. At December 31, 1996 the Company had firm commitments
for the sale of approximately $8,133,000 of loans held for sale. No provision
for loss on the carrying amount on loans held for sale is considered necessary
at December 31, 1996.

NOTE 16. REGULATORY MATTERS

Capital Maintenance Requirements

The Company and its bank subsidiaries must observe capital guidelines
established by Federal and state regulatory authorities. Failure to meet
specified minimum capital requirements can result in certain mandatory actions
by the Company's and banks' primary regulators that could have a material effect
on the Company's financial condition or results of operations. Under capital
adequacy guidelines, the Company and its bank subsidiaries must meet specific
quantitative measures of their assets, liabilities and certain off balance sheet
items as determined under regulatory accounting practices. The Company's and
banks' capital amounts and classification are also subject to qualitative
judgments by the regulators about components, risk weightings and other factors.
Management believes, as of December 31, 1996, that the Company and its banks
meet all capital adequacy requirements to which they are subject.

As of December 31, 1996, the Company and its banks have been notified by
their respective regulators that, based on the most recent regulatory
examinations, each is regarded as well capitalized under the regulatory
framework for prompt corrective action. Such determinations have been made
evaluating the Company and its banks under Tier I, total capital, and leverage
ratios. There are no conditions or events since these notifications that
management believes have changed any of the Company's or banks' well capitalized
categorizations.

S-47

NOTE 16. REGULATORY MATTERS -- CONTINUED

The Company's and its banks' capital ratios are presented in the following
table:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Under Prompt Corrective Action Provisions
-----------------------------------------
Well Capitalized Adequately Capitalized
----------------------------------------------
Actual Minimum Minimum Minimum Minimum
---------------------------------------------------------------------
Amount Ratio Amount Ratio Amount Ratio
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
AS OF DECEMBER 31, 1996:
Total Capital to Risk-Weighted
Assets
Mid Am, Inc.................... $199,712 11.87% $168,179 10.00% $134,543 8.00%
Mid Am Bank.................... 72,029 10.30 69,928 10.00 55,942 8.00
First National................. 41,884 10.39 40,296 10.00 32,237 8.00
AmeriCom....................... 30,629 12.27 24,956 10.00 19,964 8.00
AmeriFirst..................... 20,279 11.04 18,371 10.00 14,697 8.00
Adrian......................... 10,253 10.15 10,098 10.00 8,078 8.00
Tier I Capital to Risk-Weighted
Assets
Mid Am, Inc.................... 183,422 10.91 100,907 6.00 67,271 4.00
Mid Am Bank.................... 64,437 9.21 41,957 6.00 27,971 4.00
First National................. 39,962 9.92 24,177 6.00 16,118 4.00
AmeriCom....................... 27,875 11.17 14,973 6.00 9,982 4.00
AmeriFirst..................... 18,184 9.90 11,023 6.00 7,349 4.00
Adrian......................... 8,991 8.90 6,059 6.00 4,039 4.00
Tier I Capital to Average Assets
Mid Am, Inc.................... 183,422 8.44 108,634 5.00 86,907 4.00
Mid Am Bank.................... 64,437 7.61 42,336 5.00 33,869 4.00
First National................. 39,962 7.69 25,990 5.00 20,792 4.00
AmeriCom....................... 27,875 7.28 19,155 5.00 15,324 4.00
AmeriFirst..................... 18,184 6.86 13,256 5.00 10,604 4.00
Adrian......................... 8,991 6.32 7,111 5.00 5,689 4.00
AS OF DECEMBER 31, 1995:
Total Capital to Risk-Weighted
Assets
Mid Am, Inc.................... $196,122 12.73% $154,100 10.00% $123,280 8.00%
Mid Am Bank.................... 64,427 10.16 63,389 10.00 50,711 8.00
First National................. 37,934 10.30 36,845 10.00 29,476 8.00
AmeriCom....................... 29,925 12.45 24,041 10.00 19,233 8.00
AmeriFirst..................... 22,250 10.95 20,314 10.00 16,251 8.00
Adrian......................... 9,971 11.65 8,563 10.00 6,850 8.00
Tier I Capital to Risk-Weighted
Assets
Mid Am, Inc.................... 181,263 11.76 92,460 6.00 61,640 4.00
Mid Am Bank.................... 56,772 8.96 38,033 6.00 25,356 4.00
First National................. 36,385 9.88 22,107 6.00 14,738 4.00
AmeriCom....................... 27,479 11.43 14,425 6.00 9,616 4.00
AmeriFirst..................... 20,241 9.96 12,188 6.00 8,126 4.00
Adrian......................... 8,901 10.40 5,138 6.00 3,425 4.00
Tier I Capital to Average Assets
Mid Am, Inc.................... 181,263 8.37 108,271 5.00 86,617 4.00
Mid Am Bank.................... 56,772 6.93 40,956 5.00 32,765 4.00
First National................. 36,385 7.12 25,563 5.00 20,450 4.00
AmeriCom....................... 27,479 6.90 19,919 5.00 15,935 4.00
AmeriFirst..................... 20,241 6.90 14,671 5.00 11,737 4.00
Adrian......................... 8,901 6.57 6,777 5.00 5,421 4.00
- ------------------------------------------------------------------------------------------------------------
</TABLE>

S-48

NOTE 16. REGULATORY MATTERS -- CONTINUED

Restrictions on Subsidiary Dividends

Dividends paid by the Company are mainly provided by dividends from its
subsidiaries. However, certain restrictions exist regarding the ability of its
banking subsidiaries to transfer funds to the Company in the form of cash
dividends, loans or advances. For national banks, the approval of the Office of
the Comptroller of the Currency is required in order to pay dividends in excess
of the subsidiaries' earnings retained for the current year plus retained net
profits since January 1, 1994. As of December 31, 1996, $13,538,000 was
available for distribution to the Company as dividends without prior regulatory
approval.

NOTE 17. CONDENSED PARENT COMPANY FINANCIAL INFORMATION

A summary of condensed financial information of the parent company is as
follows:

Statement of Condition

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
December 31,
(Dollars in thousands) 1996 1995
<S> <C> <C>
- ------------------------------------------------------------------------------------------
Assets:
Cash and due from banks..................................... $ 1,848 $ 14,996
Securities available for sale............................... 684 441
Investment in bank subsidiaries............................. 167,610 161,305
Investment in non-bank subsidiaries......................... 19,463 17,728
Bank premises and equipment................................. 3,321 975
Other assets................................................ 3,821 2,229
-------- --------
Total assets.............................................. $196,747 $197,674
======== ========
Liabilities and Shareholders' Equity:
Other liabilities........................................... $ 3,543 $ 2,836
Shareholders' equity
Preferred stock........................................... 30,093 35,569
Common stock.............................................. 69,625 64,975
Surplus................................................... 89,299 91,723
Retained earnings......................................... 6,034 9,529
Treasury stock............................................ (834) (8,424)
Unrealized (losses) gains on securities available for
sale................................................... (1,013) 1,466
-------- --------
Total liabilities and shareholders' equity................ $196,747 $197,674
======== ========
- ------------------------------------------------------------------------------------------
</TABLE>

S-49

NOTE 17. CONDENSED PARENT COMPANY FINANCIAL INFORMATION -- CONTINUED

Statement of Earnings

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
Year Ended December 31,
(Dollars in thousands) 1996 1995 1994
<S> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------
Income:
Interest income.......................................... $ 202 $ 104 $ 595
Dividends from bank subsidiaries......................... 18,500 38,021 20,854
Dividends from non-bank subsidiaries..................... 2,419
Management fees.......................................... 7,190 5,996 4,226
Other income............................................. 49 351 236
------- ------- -------
25,941 44,472 28,330
------- ------- -------
Expenses:
Interest expense......................................... 14
Salaries and employee benefits........................... 5,854 4,648 3,064
Net occupancy expense.................................... 172 195 165
Equipment expense........................................ 511 415 304
Other expenses........................................... 2,276 2,162 2,453
------- ------- -------
8,827 7,420 5,986
------- ------- -------
Income before equity in undistributed net income of
subsidiaries........................................ 17,114 37,052 22,344
Equity in undistributed net income of bank
subsidiaries........................................... 8,994 (12,308) 3,167
Equity in undistributed net income of non-bank
subsidiaries........................................... (116) 223 (2,258)
------- ------- -------
Net income............................................. $25,992 $24,967 $23,253
------- ------- -------
Net income available to common shareholders............ $23,585 $22,216 $20,336
======= ======= =======
- -------------------------------------------------------------------------------------------------------
</TABLE>

S-50

NOTE 17. CONDENSED PARENT COMPANY FINANCIAL INFORMATION -- CONTINUED

Statement of Cash Flows

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
Year Ended December 31,
(Dollars in thousands) 1996 1995 1994
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------
Operating Activities
Net income............................................. $ 25,992 $ 24,967 $ 23,253
Adjustments to reconcile net income to net cash
provided by operating activities:
Equity in undistributed net income of bank
subsidiaries......................................... (8,994) 12,308 (3,167)
Equity in undistributed net income of non-bank
subsidiaries......................................... 116 (223) 2,258
Provision for depreciation and amortization of
assets............................................... 213 155 120
Net gains on sales of assets........................... (8) 1 (6)
Increase in other assets............................... (1,627) (213) (157)
Increase (decrease) in other liabilities............... 707 1,327 (255)
-------- -------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES............ 16,399 38,322 22,046
-------- -------- --------
Investing Activities
Capital contributions to bank subsidiaries............. (13,446)
Capital contributions to non-bank subsidiaries......... (1,707) (1,896) (3,054)
Proceeds from maturities and paydowns of securities
available for sale................................... 8,351
Purchases of securities available for sale............. (142) (64) (1,687)
Proceeds from sales of bank premises and equipment..... 30 50 30
Purchases of bank premises and equipment............... (2,581) (732) (143)
-------- -------- --------
NET CASH USED FOR INVESTING ACTIVITIES............... (4,400) (2,642) (9,949)
-------- -------- --------
Financing Activities
Cash dividends paid.................................... (14,851) (14,862) (13,638)
Proceeds from issuance of common stock................. 412 793 1,893
Treasury stock acquisitions, fractional shares and
other items.......................................... (10,708) (8,964) (651)
-------- -------- --------
NET CASH USED FOR FINANCING ACTIVITIES............... (25,147) (23,033) (12,396)
-------- -------- --------
Net (decrease) increase in cash...................... (13,148) 12,647 (299)
Cash at the beginning of the year...................... 14,996 2,349 2,648
-------- -------- --------
Cash at the end of the year.......................... $ 1,848 $ 14,996 $ 2,349
======== ======== ========
Supplemental Schedule of Noncash Investing and
Financing Activities:
Treasury shares issued in merger..................... $ 635
========
Unrealized gains (losses) on securities available for
sale.............................................. $ 101 $ 46 $ (64)
Adjustment to deferred tax asset....................... 35 16 (22)
-------- -------- --------
Adjustment to shareholders' equity................ $ 66 $ 30 $ (42)
======== ======== ========
Affiliates unrealized (losses) gains on securities
available for sale................................... $ (2,545) $ 7,622 $ (8,988)
======== ======== ========
- ----------------------------------------------------------------------------------------------------
</TABLE>

S-51

MID AM, INC. NINE YEAR PERFORMANCE SUMMARY (UNAUDITED)

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
Yearly Average Balances Year End Balances
(Dollars in thousands, ---------------------------------- ----------------------------------------
except per share and Total Common Earning Loans & Total
ratio data) Year Assets Equity Assets Leases Deposits Assets
<S> <C> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------
Balance Sheet 1996 $2,162,122 $157,084 $2,013,106 $1,574,880 $1,832,909 $2,180,974
1995 2,138,638 153,112 1,995,004 1,475,651 1,860,142 2,204,751
1994 2,038,637 146,473 1,897,079 1,433,289 1,736,492 2,078,789
1993 2,001,335 132,822 1,867,140 1,265,945 1,769,083 2,067,371
1992 1,623,070 108,546 1,521,663 1,200,512 1,630,141 1,871,849
1991 1,532,940 101,190 1,440,082 1,028,854 1,447,192 1,573,067
1990 1,286,919 86,140 1,214,041 1,022,765 1,369,486 1,496,026
1989 1,151,287 71,357 1,081,509 840,407 1,096,868 1,207,602
1988 1,086,073 62,450 1,017,116 797,502 1,018,526 1,127,675
- ---------------------------------------------------------------------------------------------------------------
Annual Growth 1996/95 1.10% 2.59% 0.91% 6.72% (1.46)% (1.08)%
- ---------------------------------------------------------------------------------------------------------------
Average Growth 1996/88 9.24% 12.44% 9.16% 9.09% 7.90% 8.89%
- ---------------------------------------------------------------------------------------------------------------

<CAPTION>
Net Income
----------------- Cash Book Stock Total Market
Year Pooled Historic Dividends Value Price Equity $(000)
<S> <C> <C> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------
Data per 1996 $1.12 $1.12 $0.60 $7.83 $17.13 $356,903
Common Share 1995 1.05 1.16 0.57 7.64 14.92 311,233
1994 0.97 1.28 0.54 6.92 12.29 232,631
1993 1.05 1.39 0.49 7.05 11.27 197,212
1992 0.94 1.30 0.45 6.63 9.77 166,126
1991 0.40 0.50 0.44 5.83 8.88 137,674
1990 0.67 1.01 0.43 5.47 7.29 103,111
1989 0.73 0.98 0.40 4.57 9.21 104,668
1988 0.77 0.82 0.35 4.43 6.68 75,909
- ----------------------------------------------------------------------------------------------------
Annual Growth 1996/95 6.67% 5.26% 2.49% 14.79% 14.67%
- ----------------------------------------------------------------------------------------------------
Average Growth 1996/88 12.49% 7.21% 7.58% 13.68% 21.97%
- ----------------------------------------------------------------------------------------------------

<CAPTION>
Average Common
Shares Shares Year-End
Outstanding Traded Common Stock Cash Dividend Price/Earnings
Year (000) (000) Shareholders Dividends Payout Ratio Ratio
<S> <C> <C> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------
Common Stock Data 1996 20,986 4,189 8,244 10% 52.76% 15.22%
(as originally reported) 1995 19,205 4,377 8,208 10 54.51 14.36
1994 15,623 3,500 7,899 10 52.23 11.62
1993 12,976 3,097 6,360 41.21 9.80
1992 9,968 1,903 5,543 10 39.92 9.70
1991 9,801 1,580 4,339 88.89 20.38
1990 8,745 1,491 4,379 10 46.76 8.51
1989 6,710 604 3,701 10 42.14 11.14
1988 5,533 264 3,301 5 36.12 9.77
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

S-52

MID AM, INC. NINE YEAR PERFORMANCE SUMMARY (UNAUDITED)

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
(Dollars in thousands,
except per share Total Net Interest Other Other Net
and ratio data) Year Revenue Income (1) Income Expenses Income
<S> <C> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------
Income and Expense 1996 $214,484 $86,885 $49,501 $91,419 $25,992
1995 198,498 84,478 35,955 78,416 24,967
1994 173,125 83,150 32,554 78,579 23,253
1993 173,389 80,321 34,002 72,962 24,681
1992 149,737 67,453 20,002 56,151 19,209
1991 156,856 59,387 15,566 48,790 7,446
1990 140,158 53,014 10,923 41,995 10,371
1989 126,140 47,368 10,875 37,128 10,343
1988 111,471 42,126 11,048 33,480 10,380
- -----------------------------------------------------------------------------------------------
Annual Growth 1996/95 8.05% 2.85% 37.67% 16.58% 4.11%
- -----------------------------------------------------------------------------------------------
Average Growth 1996/88 8.75% 9.63% 22.97% 13.66% 20.48%
- -----------------------------------------------------------------------------------------------

<CAPTION>
FTE (4)
Other Income Employees Net Income
Return on Net Interest to Other Overhead Per $ Millions Per FTE (4)
Year Average Assets Margin (2) Expenses Ratio (3) of Assets Employees
<S> <C> <C> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------
Operating Ratios 1996 1.20% 4.32% 54.15% 67.03% 0.57 $21
1995 1.17 4.23 45.85 65.11 0.53 21
1994 1.14 4.38 41.43 67.91 0.53 21
1993 1.23 4.30 46.60 63.82 0.60 20
1992 1.18 4.43 35.62 64.21 0.56 18
1991 0.49 4.12 31.90 65.09 0.54 9
1990 0.81 4.37 26.01 65.68 0.51 14
1989 0.90 4.38 29.29 63.75 0.59 15
1988 0.96 4.14 33.00 62.96 0.59 15
- -----------------------------------------------------------------------------------------------------------------------
Average 1996/88 1.01% 4.30% 38.21% 65.06% 0.56 17
- -----------------------------------------------------------------------------------------------------------------------

<CAPTION>
- --------------------------------------------------------------------------------------------
Average
Return on Common Market Value
Common Equity to to Total Return
Year Equity Average Assets Book Value to Investors (5)
<S> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------
Equity Ratios 1996 15.01% 7.27% 218.71% 18.76%
1995 14.51 7.16 195.26 26.50
1994 13.88 7.18 177.66 13.94
1993 16.39 6.64 159.75 20.51
1992 16.22 6.69 147.38 15.52
1991 7.36 6.60 152.37 28.72
1990 12.04 6.69 133.28 (16.38)
1989 14.49 6.20 201.57 45.15
1988 16.62 5.75 150.87 12.08
- --------------------------------------------------------------------------------------------
Average 1996/88 14.06% 6.69% 170.76% 17.88%
- --------------------------------------------------------------------------------------------
</TABLE>

(1) Net interest income on a tax equivalent basis.
(2) Net interest income as a percentage of interest-earning assets, on a tax
equivalent basis.
(3) Other expense divided by net interest income on a tax equivalent basis plus
other income.
(4) Full time equivalent.
(5) Market change year to year plus dividends.

S-53

MID AM, INC.

221 South Church Street
Bowling Green, Ohio 43402

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant [X]

Filed by a party other than the registrant [ ]

Check the appropriate box:

[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement

[ ] Definitive additional materials

[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

MID AM, INC.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

MID AM, INC.
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

[X] No fee required

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):

- --------------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------

(5) Total fee paid:

- --------------------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.

- --------------------------------------------------------------------------------

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

- --------------------------------------------------------------------------------

(2) Form, schedule or registration statement no.:

- --------------------------------------------------------------------------------

(3) Filing party:

- --------------------------------------------------------------------------------

(4) Date filed:

- --------------------------------------------------------------------------------

NOTICE OF
ANNUAL MEETING
PROXY STATEMENT
&
ANNUAL REPORT
SUPPLEMENT

MID AM, INC.

MID AM, INC. LOGO

221 South Church Street
Bowling Green, Ohio 43402

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of Mid Am, Inc.: February 21, 1997

The Annual Meeting of Shareholders of Mid Am, Inc. (the "Company") will be held
at The Toledo Club in the Corinthian Room, Madison at 14th Street, Toledo, Ohio
on April 11, 1997 at 10:00 a.m. for the purpose of considering and voting upon
the following matters:

1. The election of seven Class III Directors to serve until the annual
meeting of shareholders in 2000.

2. The transaction of such other business as may properly come before the
meeting or any adjournment thereof.

Shareholders of record at the close of business on February 11, 1997, are
entitled to notice of and to vote at the Annual Meeting of Shareholders. The
Annual Report of the Company, the Proxy Statement and Annual Report Supplement,
including financial statements for the year ended December 31, 1996, have been
mailed to all shareholders with this Notice of Annual Meeting.

By Order of the Board of Directors

/s/Marci L. Klumb
MARCI L. KLUMB
Secretary

YOUR VOTE IS IMPORTANT. EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE
SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT AT YOUR EARLIEST CONVENIENCE. IF
YOUR STOCK IS HELD IN MORE THAN ONE NAME, ALL PARTIES MUST SIGN THE PROXY FORM.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL
IDENTIFIED ABOVE.

Mid Am, Inc.
221 South Church Street
Bowling Green, Ohio 43402

PROXY STATEMENT

GENERAL INFORMATION

The Board of Directors of Mid Am, Inc. (the "Company") is soliciting
proxies to be voted at the Annual Meeting of Shareholders (the "Annual Meeting")
to be held on April 11, 1997, at 10:00 a.m. at The Toledo Club, Corinthian Room,
Madison at 14th Street, Toledo, Ohio. At the close of business on February 11,
1997, there were 20,924,753 shares of common stock of the Company, without par
value ("Common Stock") outstanding, each of which is entitled to one vote on
matters acted upon at the Annual Meeting.

Any shareholder executing a proxy has the right to revoke it prior to its
exercise, by written notice delivered to the Secretary of the Company, by
subsequently dated proxy, or by voting in person at the Annual Meeting any time
prior to its exercise. The shares will be voted in accordance with the direction
of the shareholder as specified in the proxy. In the absence of instructions,
the proxy will be voted for the election of the Class III Directors. The proxy
confers discretionary authority on the proxy holders as to any other matter that
may properly come before the Annual Meeting. Shareholders do not have the right
to cumulate votes in the election of directors.

The solicitation of proxies on the enclosed form is made on behalf of the
Board of Directors of the Company. All costs associated with the solicitation
will be paid for by the Company. The Company does not intend to solicit proxies
other than by use of the mails, but certain officers and employees of the
Company or its subsidiaries may personally solicit proxies, without additional
compensation. In addition to the solicitation of proxies by mail, the Company
will request that banks, brokers and other record holders send proxies and proxy
materials to the beneficial owners of Common Stock to obtain necessary voting
instructions. The Company may reimburse them for their reasonable expenses in
doing so. The proxy materials are first being mailed to shareholders on February
21, 1997.

ELECTION OF DIRECTORS

Under the Code of Regulations of the Company, the Board of Directors is
divided into three classes, designated as Class I, Class II and Class III. Each
class consists of approximately one-third of the total number of directors, as
fixed from time to time by the Board of Directors. Directors serve staggered
three-year terms so that directors of only one class are elected at each annual
meeting of shareholders.

On July 16, 1996, the Board of Directors acknowledged the retirement of
Board member Charles G. Hilbert, and on December 30, 1996, the Board of
Directors acknowledged the retirement of Board member Blair D. Miller. The
Company wishes to acknowledge the generous service of Messrs. Hilbert and
Miller, each of whom has served on the Board of Directors since the Company's
formation in 1988. As of the date of this Proxy Statement, no vacancies exist in
the Company's Board of Directors.

At the Annual Meeting, the shareholders will be asked to elect as Class III
Directors the seven persons listed below, all of whom are presently serving as
Class III Directors of the Company. If any of the Company's nominees are unable
to serve, which is not now contemplated, the proxies will be voted for such
substitute nominee(s) as the Board of Directors recommends. Unless otherwise
specified in any proxy, the proxies solicited hereby will be voted in favor of
the nominees named below or any substitutes. In accordance with the Company's
Code of Regulations and Ohio law, the nominees receiving the greatest number of
votes shall be elected to serve as Class III Directors.

INFORMATION AS TO NOMINEES

The following information is provided with respect to each Class III
Director, all of whom are nominees for re-election at the Annual Meeting.

CLASS III DIRECTORS -- TERM EXPIRES 2000

[CAPTION]
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
Shares of Common Stock
Beneficially Owned
December 31, 1996 (1)
- -----------------------------------------------------------------------------------------------------
Director of
Name, Age & Principal Company Amount % of
Occupation During Past 5 Years Since (2) Class
<S> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------
James F. Bostdorff, 59................................. 1988 21,516 .10%
Farmer -- Self employed
David A. Bryan, 49..................................... 1991 16,677 .08
Partner in the law firm of Wasserman, Bryan, Landry &
Honold
Harry W. Kessler, 69................................... 1988 18,723 .09
Retired; formerly Clerk, Toledo Municipal Court
Edward J. Reiter, 57................................... 1988 204,647 .98
Chairman and CEO, Mid Am, Inc.; formerly Chairman, Mid
American National Bank and Trust Company (Mid Am Bank)
Emerson J. Ross, Jr., 55............................... 1988 27,259 .13
Manager of Corporate Community Relations, Owens
Corning, a manufacturer of building materials and
composite products
C. Gregory Spangler, 56................................ 1993 27,745 .13
Chairman and CEO, Spangler Candy Company, a
manufacturer of candy products
Jerry L. Staley, 64.................................... 1988 129,387 .62
Retired; formerly Senior Vice President, Mid Am Bank
- -----------------------------------------------------------------------------------------------------
</TABLE>

INFORMATION AS TO DIRECTORS WHOSE TERM OF OFFICE CONTINUES

The following information is provided with respect to incumbent Class I and
Class II Directors who are not nominees for election at the Annual Meeting.

CLASS I DIRECTORS -- TERM EXPIRES 1998

[CAPTION]
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
Shares of Common Stock
Beneficially Owned
December 31, 1996 (1)
- -----------------------------------------------------------------------------------------------------
Director of
Name, Age & Principal Company Amount % of
Occupation During Past 5 Years Since (2) Class
<S> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------
Gerald D. Aller, 59.................................... 1988 82,233 .39%
President, Aller's Pharmacy, Inc., a retail pharmacy
Walter L. Lamb, Jr., 50................................ 1991 9,732 .05
Chairman, Mid-States Container Corp., a manufacturer of
specialty packaging
James E. Laughlin, 67.................................. 1993 76,287 .37
Retired; former Chairman and CEO, AmeriFirst Bank, N.A.
Thomas S. Noneman, 56.................................. 1988 55,640 .27
President, Tomco Plastic, Inc., a custom plastic
injection molding manufacturer
Douglas J. Shierson, 55................................ 1995 166,930 .80
Private Investor
Robert E. Stearns, DDS, 57............................. 1988 36,839 .18
President, Dr. Stearns -- Dr. Zouhary, DDS, Inc.
- -----------------------------------------------------------------------------------------------------
</TABLE>

CLASS II DIRECTORS -- TERM EXPIRES 1999

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Shares of Common Stock
Beneficially Owned
December 31, 1996 (1)
- ---------------------------------------------------------------------------------------------------------
Director of
Name, Age & Principal Company Amount % of
Occupation During Past 5 Years Since (2) Class
<S> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------
Wayne E. Carlin, 65.................................. 1988 74,310 .36%
President, Carlin Farms, Inc.
David R. Francisco, 50............................... 1988 68,395 .33
President and COO, Mid Am, Inc.; formerly CEO, Mid Am
Bank
D. James Hilliker, 49................................ 1995 75,045 .36
Vice President, Better Food Systems, Inc., a company
that owns and operates Wendy's Restaurant franchises
Marilyn O. McAlear, 61............................... 1988 30,234 .14
Vice President and Treasurer, Service Spring Corp., a
manufacturer of spring products
Richard G. Tessendorf, 54............................ 1993 64,599 .31
Owner and CEO, R.I.C. Security Consultants &
Services, Inc., and R.I.C. Alarms, Inc., service
companies that assist corporations with their
security needs
Donald D. "Pete" Thomas, 59.......................... 1988 29,683 .14
President, Thomas Farms, Inc.
All Directors and Executive Officers as a group (42
persons)........................................... 1,914,848 9.17%
- ---------------------------------------------------------------------------------------------------------
</TABLE>

(1) Includes shares held in the name of spouses, minor children, certain
relatives, trusts, estates and certain affiliated companies as to which
beneficial ownership may be disclaimed.

(2) The amounts shown represent the total shares owned outright by such
individuals together with shares issuable upon the exercise of currently
vested, but unexercised stock options. Specifically, the following
individuals have the right to acquire the shares indicated after their
names, upon the exercise of such stock options: Mr. Aller, 25,174; Mr.
Bostdorff, 12,805; Mr. Bryan, 10,411; Mr. Carlin, 22,802; Mr. Francisco,
38,788; Mr. Hilliker, 14,149; Mr. Kessler, 5,989; Mr. Lamb, 5,989; Mr.
Laughlin, 20,651; Mrs. McAlear, 17,637; Mr. Noneman, 22,970; Mr. Reiter,
52,751; Mr. Ross, 15,880; Mr. Shierson, 15,571; Mr. Spangler, 21,993; Mr.
Staley, 5,989; Mr. Stearns, 17,525; Mr. Tessendorf, 20,321; and Mr. Thomas,
16,437.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

Based upon the information available to management of the Company, no
person beneficially owns more than 5% of the outstanding shares of Common Stock.
The Trust Department of Mid Am Bank holds Common Stock with sole or shared
voting authority in various fiduciary capacities. Mid Am Bank also serves as
trustee to the Company's Employee Stock Ownership Pension Plan (the "Pension
Plan"), Employee Stock Ownership and Savings Plan (the "Profit Sharing Plan")
and its Dividend Reinvestment and Stock Purchase Plan (under which voting rights
are passed through to participants), and in such capacity regularly purchases
shares of Common Stock from the Company, in the open market or in privately
negotiated transactions through independent third party purchasing agents. In
its fiduciary capacity, Mid Am Bank held 1,972,185 shares of the Company's
Common Stock on December 31, 1996, representing 9.44% of the outstanding shares
of Common Stock.

BOARD OF DIRECTORS
MEETINGS, COMMITTEES, FUNCTIONS, AND COMPENSATION

The Board of Directors of the Company met twelve times during 1996.
Committee meetings were scheduled as needed. All directors with the exception of
Mr. Hilbert attended at least 75% of the aggregate meetings of the Board of
Directors and the committees on which they served.

The Company does not have a standing Compensation Committee or Nominating
Committee. The functions of a compensation committee are served by the Special
Projects Committee, which annually reviews and approves levels of compensation
of the Company's senior officers and subsidiary presidents. The Special Projects
Committee members in 1996, all of whom are non-employee directors, were Messrs.
Aller, Bostdorff, Bryan, Lamb, Noneman, Spangler, Staley and Stearns, and Mrs.
McAlear. The Special Projects Committee met four times during 1996.

The Examination Committee approves and reviews the internal audit programs
of the Company and its subsidiaries, and reviews the results of the independent
accountant's audit. Members of the Examination Committee in 1996, all of whom
are non-employee directors, were Messrs. Carlin, Hilbert, Hilliker, Kessler,
Laughlin, Miller, Ross, Shierson, Tessendorf and Thomas. The Examination
Committee met six times during 1996.

Non-employee directors of the Company received an annual retainer in 1996
of $12,250, a fee of $375 for each Board of Directors meeting attended and a fee
of $200 for each committee meeting attended. In addition, the Mid Am, Inc. 1992
Stock Option Plan, as amended (the "Option Plan") provides for an automatic
grant to non-employee directors of the Company of non-qualified options to
acquire 998.25 shares of Common Stock in November of each year including 1996.
Directors who are employees of the Company are not compensated for their service
on the Board of Directors.

EXECUTIVE COMPENSATION

The following table is a summary of certain compensation awarded, paid to, or
earned by the Company's Chief Executive Officer and each of the other four most
highly compensated officers of the Company and its subsidiaries (the "Named
Executives") during each of the last three fiscal years.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Long Term
Annual Compensation Compensation
- -------------------------------------------------------------------------------------------------------------
Securities
Securities Underlying
Underlying Elective
Salary Option Options All Other
Name/Title Year (1) Bonus Grants (2) (3) Compensation (4)
<S> <C> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------
Edward J. Reiter............. 1996 $385,000 $250,594 17,500 $66,225
Chairman & CEO 1995 373,000 133,123 22,000 6,454 46,365
Mid Am, Inc. 1994 313,000 72,900 9,680 30,039 38,835

David R. Francisco........... 1996 $300,000 $202,524 12,500 $51,860
President & COO 1995 291,000 104,290 16,500 4,023 34,319
Mid Am, Inc. 1994 241,000 56,134 7,260 22,572 29,013

Dennis L. Nemec.............. 1996 $189,000 $106,614 5,000 $33,060
Executive Vice President & CFO 1995 178,180 64,900 11,000 3,168 23,050
Mid Am, Inc. 1994 167,000 38,904 4,840 15,270 20,925

James F. Burwell............. 1996 $193,100 $ 90,346 4,000 $33,640
President & CEO 1995 178,100 89,183 3,469 3,219 22,461
First National Bank 1994 165,000 32,085 3,469 10,274 19,784
Northwest Ohio

Patrick A. Kennedy........... 1996 $190,500 $ 95,659 4,000 $34,136
President & CEO 1995 167,500 80,918 3,415 3,193 20,281
Mid Am Bank 1994 148,000 35,273 3,226 11,019 16,454
- -------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Included are amounts earned but deferred at the election of a Named
Executive, and amounts forfeited in exchange for Elective Options (defined
below) pursuant to the Company's Option Plan. The amount of compensation
forfeited in exchange for Elective Options is also reported in this table as
Securities Underlying Elective Options. (See footnote 3).

(2) Securities Underlying Option Grants represents options to acquire shares of
Common Stock granted as long-term incentive compensation under the Option
Plan. Options granted are adjusted for stock splits, stock dividends and
similar occurrences affecting all outstanding shares.

(3) Securities Underlying Elective Options represents stock options ("Elective
Options") granted on June 30, 1994, December 31, 1994 and December 31, 1995
in exchange for the Named Executive's voluntary forfeiture of a portion of
1994, 1995 and 1996 salary and/or director fees pursuant to the Option Plan.
Elective Options are adjusted for stock splits, stock dividends and similar
occurrences affecting all outstanding shares.

(4) In 1996, All Other Compensation consists of the maximum allowable
contributions under the 401(k) plan, Profit Sharing Plan and Pension Plan of
$4,500, $4,500 and $9,000, respectively; amounts paid or accrued under the
Company's Make Up Plan (Mr. Reiter, $44,175; Mr. Francisco, $31,268; Mr.
Nemec, $12,468; Mr. Burwell, $14,074; and Mr. Kennedy, $14,570); and group
term life insurance premiums paid by the Company (Mr. Reiter, $4,050; Mr.
Francisco, $2,592; Mr. Nemec, $2,592; Mr. Burwell, $1,566; and Mr. Kennedy,
$1,566).

STOCK OPTIONS

The following table sets forth information concerning 1996 grants to the Named
Executives of options to purchase Common Stock under the Option Plan.

OPTION GRANTS TABLE

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Potential Realizable
Value at Assumed Rates
of Stock Price
Appreciation for
Option Term(2)
- -------------------------------------------------------------------------------------------------------------------
Number of
Securities % of
Underlying Total Exercise
Options Options Price Expiration
Name Granted(1) Granted Per Share Date 5% 10%
<S> <C> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------------
Edward J. Reiter..... 17,500 17.43% $17.875 11/21/06 $196,726 $498,543
David R. Francisco... 12,500 12.45 17.875 11/21/06 140,519 356,102
Dennis L. Nemec...... 5,000 4.98 17.875 11/21/06 56,207 142,441
James F. Burwell..... 4,000 3.98 17.875 11/21/06 44,966 113,953
Patrick A. Kennedy... 4,000 3.98 17.875 11/21/06 44,966 113,953
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Options were granted November 21, 1996, and vest in 20% increments over five
years. The option exercise price is not adjustable except for stock splits,
stock dividends and similar occurrences affecting all outstanding shares.

(2) The dollar amounts under these columns are the result of calculations at the
5% and 10% rates set by the Securities and Exchange Commission and are not
intended to forecast possible future appreciation, if any, in the market
value of the Common Stock.

FISCAL YEAR-END OPTION VALUE TABLE

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Number of Shares Value of
Underlying Unexercised
Unexercised Options In-the-Money
at 12/31/96 Options at 12/31/96
- ---------------------------------------------------------------------------------------------------------------------------
Shares Value
Acquired on Realized Exercisable Unexercisable Exercisable Unexercisable
Name Exercise(#) ($) (#) (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------
Edward J. Reiter...... 0 $0 52,751 44,900 $268,071 $99,808
David R. Francisco.... 0 0 38,788 33,050 202,103 74,862
Dennis L. Nemec....... 0 0 26,568 18,699 135,205 49,900
James F. Burwell...... 0 0 19,286 10,229 98,366 30,905
Patrick A. Kennedy.... 0 0 19,367 10,732 96,690 27,806
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

BENEFICIAL OWNERSHIP

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
Shares of Common Stock
Beneficially Owned
December 31, 1996 (1)
- -------------------------------------------------------------------------------------------------
Name Number (2) Percent of Class
<S> <C> <C>
- -------------------------------------------------------------------------------------------------
Edward J. Reiter............................................ 204,647 .98%
David R. Francisco.......................................... 68,395 .33
Dennis L. Nemec............................................. 77,028 .37
James F. Burwell............................................ 47,350 .23
Patrick A. Kennedy.......................................... 46,004 .22
- -------------------------------------------------------------------------------------------------
</TABLE>

(1) Includes shares held in the name of spouses, minor children, certain
relatives, trusts, estates and certain affiliated companies as to which
beneficial ownership may be disclaimed.

CHANGE IN CONTROL AGREEMENTS

To assure continuity of management and operations, the Company and its
subsidiaries have Change in Control Agreements (the "Agreements") with certain
of their executive officers. The Company has entered into an Agreement with each
of the Named Executives.

Pursuant to the Agreements, the Company and its subsidiaries may terminate
an executive officer's employment for any reason or for no reason, with or
without notice. The Agreements do not change the individual's status as
employees at will under the laws of the State of Ohio. In the event of
involuntary termination or diminution of status without cause after a change in
control (as defined), the executive officers are entitled to compensation
payable in a lump sum or monthly installments in the following multiples of the
individual's average total compensation for the immediately preceding two years:
(1) one and one-half times for all senior vice presidents of the Company; (2)
two times for all presidents and chief executive officers of the Company's
subsidiaries; and (3) two and one-half times for the Company's executive vice
presidents, President and Chief Executive Officer. If an individual has been
with the Company or a subsidiary for less than two years at the time of a change
in control, the amount payable under the Agreement will be based upon the
individual's average total compensation during the term of his or her
employment. The Company and its subsidiaries are not obligated to pay any amount
which is in excess of the then maximum amount which is deductible for federal
income tax purposes.

For purposes of the Agreements, a change in control is defined as, among
other occurrences, a merger or consolidation with or into any other corporation
where shareholders of the Company receive less than 50% of the shares of the
resulting corporation; certain situations involving the issuance, ownership, or
control of in excess of 24.99% of the outstanding Common Stock or assets of the
Company; or the removal, termination or retirement of more than 49% of the
members of the Board of Directors.

REPORT ON EXECUTIVE COMPENSATION

The compensation of executive officers of the Company and the presidents
and chief executive officers of each of its subsidiaries is reviewed and
established annually by the Special Projects Committee (the "Committee"), which
is comprised entirely of non-employee directors. The compensation of executive
officers of the subsidiaries, with the exception of each of their presidents and
chief executive officers, is established annually by the Boards of Directors of
the subsidiaries.

In 1995, the Company retained Towers Perrin, a nationally recognized
compensation and employee benefit consulting firm. Towers Perrin assisted the
Committee in analyzing the competitiveness of the Company's 1996 executive
compensation package as compared with similar organizations, to ensure that
compensation arrangements effectively support the Company's long-term business
strategy. The Company's compensation philosophy applicable to executive
officers, as implemented under the supervision of the Committee, is to enable
the Company to attract and retain qualified executives through competitive cash
compensation, to reward quality performance through incentive compensation, and
to encourage executives to manage the Company in a manner that maximizes long
term shareholder value through incentive stock option grants.

BASE SALARY

Base salaries for executive officers are set at levels competitive with
peer banking institutions and general industries, as applicable, and are
adjusted for individual performance. To develop peer groups for the Company and
its subsidiaries, Towers Perrin collected market pay data from surveys covering
the banking industry and applicable general industries. Towers Perrin then
analyzed the compensation of the Company's executive officers as compared with
compensation packages offered by U.S. companies of similar asset or revenue
size, as applicable.

The Committee believes that the Company's most direct competitors for
executive talent are not necessarily all of the companies that should be
included in a peer group established to compare shareholder returns. Therefore,
while certain members of the compensation peer group are included in the NASDAQ
Bank Index, the compensation peer group is not identical to the peer group index
in the Comparison of Five Year Cumulative Total Return graph included in this
Proxy Statement.

ANNUAL INCENTIVE COMPENSATION

Corporate-wide incentive compensation awards play a key role in
implementing the Company's strategy of attracting and retaining qualified
executive officers, by rewarding quality performance. Annual incentive
compensation is based on short-term performance, and is comprised of the
Company's cash incentive compensation plan and the Profit Sharing Plan.

Incentive plan cash awards are based upon (1) achievement of Company or
subsidiary return on equity ("ROE") and return on assets goals, which are
established annually by the Boards of Directors of the Company and its
subsidiaries; (2) achievement of work group or departmental goals; and (3)
individual performance. These criteria are weighted on the basis of the
participant's job responsibilities and ability to affect the financial
performance of the Company or subsidiary as a whole. For example, awards to
executive officers who are senior vice presidents are comprised of 70% corporate
performance and 30% individual and/or workgroup performance, while a bank
teller's criteria is weighted 80% on individual and banking center performance
and 20% on corporate performance. Incentive compensation for Messrs. Reiter,
Francisco and Nemec is awarded solely on the basis of the financial performance
of the Company. The remaining Named Executives are awarded incentive
compensation based upon the financial performance of their respective
subsidiaries (75%) and the financial performance of the Company (25%). Each
individual's total award may then be modified up or down based upon overall
Company performance.

Awards under the incentive plan are paid on a matrix, with payout
corresponding to varying levels of achievement in the financial, work group and
individual performance perspectives. Maximum awards under the incentive plan for
executive officers are 40% to 70% of base salary, depending upon the
individual's position. In 1996, target and maximum bonus percentages were
increased to 35% and 70% of base salary, respectively, for Messrs. Reiter and
Francisco, to align their incentive compensation awards with the Company's peer
banking institutions. The remaining Named Executives may be awarded up to 60% of
their base salaries as incentive compensation. No incentive

awards are payable to an executive officer if the Company or his or her
subsidiary, as applicable, fails to meet minimum levels of financial performance
established by the Boards of Directors of the Company and its subsidiaries.

Profit Sharing Plan contributions are made by the Company if corporate ROE
targets set by the Board of Directors are met. Contributions are intended to
qualify as employee stock ownership contributions and are invested primarily in
Common Stock.

LONG-TERM INCENTIVE COMPENSATION

Options to purchase Common Stock are granted to executive officers under
the Option Plan to encourage these individuals to manage the Company in a manner
that will increase long-term shareholder value. Grants are made at an option
price of 100% of the Common Stock's market value on the grant date, vest in 20%
increments over five years, and expire 10 years from the date of grant unless
the optionee no longer serves as an executive officer. Options are granted by
the Committee using guidelines expressed as percentage of salary, and are
adjusted based upon considerations such as dilution, the number of shares of
Common Stock outstanding, and Company, subsidiary and individual performance.

CHIEF EXECUTIVE OFFICER'S COMPENSATION

The compensation of the Chief Executive Officer is reviewed annually in the
last quarter of each year by the Committee, which establishes the total
compensation of the CEO for the following year. In determining the CEO's
compensation, the Committee considered the Company's financial performance for
the prior year, the CEO's contribution to the short- and long-term objectives of
the Company and the market competitive base salary data for the Company's peer
group as developed by Towers Perrin.

The Committee considered the Company's financial performance in 1995 to be
strong, with return on average common shareholders' equity and return on average
total assets at or near the Company's long-term earnings objectives. Overall
return to Common Stock shareholders was 26.5% in 1995. The Committee attributed
1995's performance in part to the Company's successful expense reduction program
adopted in 1994, "The Perfect 10," the objective of which was to reduce 1995
non-interest expense to an amount no greater than 90% of 1994's budgeted
operating expense.

Based upon the Company's financial performance in 1995, the CEO's
leadership in implementing "The Perfect 10" program which positioned the Company
to continue to meet its long-term earnings objectives, and market pay data
supplied by Towers Perrin, the Committee established the CEO's initial base
salary for 1996 at $385,000, representing a 3% increase over the previous year's
base salary of $373,000 and placing the CEO slightly above the fiftieth
percentile of the Company's peer group. The Committee further increased the
short-term cash bonus target from 30% to 35% of base salary, or $134,750,
representing a 20% increase over the previous year's target bonus of $111,900.
Finally, the Committee granted the CEO options to acquire 17,500 shares of
Common Stock under the Option Plan.

The foregoing report is submitted by the members of the Company's Special
Projects Committee.

<TABLE>
<S> <C> <C>
Gerald D. Aller James F. Bostdorff David A. Bryan
Walter L. Lamb, Jr. Marilyn McAlear Thomas S. Noneman
C. Gregory Spangler Jerry L. Staley Robert E. Stearns
</TABLE>

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 1996, Mid Am Bank paid legal fees of approximately $48,000 to
Wasserman, Bryan, Landry & Honald. Mr. Bryan is a partner in the law firm. Mr.
Staley is a retired Senior Vice President of Mid Am Bank.

MID AM, INC. COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN

The following graph shows a comparison of cumulative total shareholder
returns for the Company, the Standard & Poor's 500 Stock Index and the NASDAQ
Bank Index for the five-year period ended December 31, 1996. The total
shareholder return assumes a $100 investment in the Common Stock and each index
on December 31, 1991, and that all dividends were reinvested.

Measurement Period Mid Am, Inc. S&P 500 Index Nasdaq Bank Index
(Fiscal Year Covered)
<S> <C> <C> <C>

1991 100 100 100
1992 115.33 107.61 145.55
1993 139.09 118.41 165.99
1994 159.25 119.97 165.38
1995 201.39 165 246.32
1996 239.51 202.85 325.60
</TABLE>

TRANSACTIONS WITH MANAGEMENT

Directors and officers of the Company and its subsidiaries were customers
of, and have had transactions with the Company's subsidiary banks in the
ordinary course of business during 1996. These transactions consisted of
extensions of credit in the ordinary course of business and were made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with non-affiliated persons.
In the opinion of management of the Company and its subsidiaries, these
transactions do not involve more than a normal risk of collectibility or present
other unfavorable features. The subsidiaries expect to continue to have banking
transactions in the ordinary course of their businesses with directors, officers
and their associates on the same terms, including interest rates and collateral,
as those prevailing at the time for comparable transactions with others.

Patricia A. Wise, spouse of Mr. Francisco, is the President of Wise People
Management, Inc. and a member of Wise and Dorner, Ltd., a limited liability
company formed for the practice of law. In 1996, the Company and its
subsidiaries paid approximately $67,000 for consulting, litigation and
employment law services provided by Ms. Wise and her companies.

RELATIONSHIPS WITH AFFILIATES

Certain banking centers and/or real estate upon which Mid Am Bank banking
centers are situated are owned by Bancsites, Inc. and are leased to the bank
pursuant to long-term lease agreements. Bancsites was a wholly owned subsidiary
of the bank until 1977, when all of its shares were distributed pro rata to the
bank's shareholders. Subsequently, Bancsites effected a reverse stock split
whereby minority shareholders received cash in exchange for their shareholdings
in the corporation. Currently, Mr. Reiter and certain officers and directors of
the Company and Mid

Am Bank beneficially own 13.66% of the outstanding shares of Bancsites,
including approximately 7.38% held by Mr. Reiter. Furthermore, a senior officer
of Mid Am Bank has a management position with Bancsites.

During fiscal year 1996, Mid Am Bank made lease payments to Bancsites
totalling $537,000. Mid Am Bank expects to continue to make lease payments to
Bancsites in 1997. Furthermore, Mid Am Bank performs certain administrative
services for Bancsites at a cost of approximately $7,600 per year. The long term
leases between the bank and Bancsites are on terms comparable to those in
similar transactions with unrelated parties. Also in 1996, the Company purchased
two parcels of real estate from Bancsites for $200,000 in the aggregate. The
purchase price was determined through arms length negotiations between
independent representatives of the Company and Bancsites.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under Section 16 of the Securities Exchange Act of 1934, members of the
Board of Directors and certain executive officers of the Company and its
subsidiaries file periodic reports with the Securities and Exchange Commission
disclosing their beneficial ownership of Common Stock. During 1996, and based
solely upon a review of such reports, the Company believes that all filing
requirements under Section 16 were complied with on a timely basis, with the
exception of delinquent reports of Messrs. Francisco, Mandula, Nemec, Sikorski
and Stearns, each relating to a single transaction in Common Stock. The reports
were corrected and promptly filed on behalf of these individuals upon learning
of the error.

RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS

During 1996, the Company engaged Price Waterhouse LLP to provide audit
services for the Company and its subsidiaries and to provide certain non-audit
services including advice on accounting, tax and reporting matters. The Board of
Directors of the Company has selected Price Waterhouse LLP as its independent
accountants for 1997. Price Waterhouse LLP is expected to have a representative
at the Annual Meeting. Such representative will have an opportunity to make a
statement if (s)he desires to do so, and is expected to be available to respond
to appropriate questions.

SHAREHOLDER PROPOSALS

Any proposals to be considered for inclusion in the proxy material to be
provided to shareholders of the Company for its 1998 annual meeting must be made
by a qualified shareholder and must be received by the Company no later than
October 24, 1997, for review and consideration for inclusion in the Company's
proxy statement.

OTHER BUSINESS MATTERS

The Board of Directors of the Company is not aware of any other matters
that may come before the Annual Meeting. However, the enclosed proxy will confer
discretionary authority with respect to matters which are not now known to the
Board of Directors and which may properly come before the meeting.

Copies of the Company's Annual Report on Form 10-K will be available
without charge to shareholders upon request. Address all requests, in writing,
to the Shareholder Relations Department, Mid Am, Inc., 221 South Church Street,
P.O. Box 428, Bowling Green, Ohio 43402.

February 21, 1997 By Order of the Board of Directors

Marci L. Klumb
MARCI L. KLUMB
Secretary

<TABLE>

<S> <C>
[x] PLEASE MARK VOTES
AS IN THIS EXAMPLE With- For All
For hold Except

1. Election of all Nominees for Director in Class III. [ ] [ ] [ ]

JAMES F. BOSTDORFF EMERSON J. ROSS, JR.
DAVID A. BRYAN C. GREGORY SPANGLER
HARRY W. KESSLER JERRY L. STALEY
EDWARD J. REITER

NOTE: If you do not wish your shares voted "FOR" a particular nominee, mark the "For All Except" box and strike a line through the
name(s) of the exception(s) above. Your shares will be voted for the remaining nominees.

DIRECTORS RECOMMEND A VOTE "FOR" PROPOSAL 1.

Please be sure to sign and date this Proxy. Date_____________________________

__________________________________________ _________________________________
Shareholder sign here Co-owner sign here

Please check appropriate box below
if you wish to attend one of our Corporate Updates.

I will attend the April 10th Corporate Update at The Holiday Inn in Montpelier, Ohio. [ ]

I will attend the April 11th Corporate Update at Croswell Opera House in Adrian, Michigan. [ ]

I will attend the April 14th Corporate Update at NCR Country Club in Kettering, Ohio. [ ]

I will attend the April 15th Corporate Update at Lima Memorial Civic Center in Lima, Ohio [ ]

I will attend the May 3rd Corporate Update at Meadowbrook Place in Toledo, Ohio. [ ]

PLEASE SEE REVERSE SIDE FOR DETAILS ON OUR
CORPORATE UPDATES

Mark box at right if an address change or comment has been noted on the reverse side of this card. [ ]

When signing as attorney, executor, administrator, trustee or guardian, please give full title as
such. If more than one trustee, all should sign.

____________________________________________________________________________________________________________________________________
DETACH CARD DETACH CARD

</TABLE>

MID AM(R), INC.

Dear Shareholder,

Enclosed is your Notice of Annual Meeting of Shareholders and related Proxy
Statement for our 1997 Annual Meeting. In an effort to provide our
shareholders a greater opportunity to review the progress of the Company,
we have also scheduled five separate Corporate Updates in each of the
geographic regions in which the Company operates.

These Corporate Updates will include a detailed review of the financial,
business and operating performance of the Company and an opportunity to ask
questions of management. The Corporate Updates will, in the tradition of
Mid Am, Inc., include food and refreshments prior to the meeting. The
dates times, and locations for each session are shown on the reverse side
of this card.

The business of the 1997 Annual Meeting, including the matters to be voted
upon as described in the Notice and Proxy Statement, will be conducted on
April 11, 1997 at 10:00 a.m. at the Toledo Club, Corinthian Room, Madison
at 14th Street, Toledo, Ohio. You are also welcome to attend this Annual
Meeting of Shareholders.

The matters to be acted upon at the meeting are important to you as a
shareholder. Therefore, whether or not you plan to attend, we urge you to
complete and return the proxy card at your earliest convenience.

We look forward to seeing you at our Corporate Updates.

Sincerely,

Edward J. Reiter

Edward J. Reiter
Chairman and CEO

MID AM, INC. PROXY VOTING INSTRUCTION CARD
_______________________________________________________________________________

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF SHAREHOLDERS ON APRIL 11, 1997

The undersigned hereby appoints D. James Hilliker and Douglas J. Shierson and
each of them, proxies, with the powers the undersigned would possess if present,
and with full power of substitution, to vote all common shares of the
undersigned in Mid Am, Inc. at the Annual Meeting and at any adjournments or
postponements thereof, upon all subjects that may properly come before the
Annual Meeting including the matters described in the Proxy Statement furnished
herewith, subject to any directions indicated on this card. If no directions
are given, the proxies will vote for the election of all listed nominees and,
at their discretion, on any other matter that may properly come before the
Annual Meeting.

PLEASE DATE, SIGN AND MAIL YOUR INSTRUCTION CARD PROMPTLY IN THE ENCLOSED
ENVELOPE.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
___________________________ ____________________________

___________________________ ____________________________

MID AM, INC. CORPORATE UPDATES

We hope you can join us!
Please mark the appropriate box on the proxy card with the session you'd like
to attend.
We look forward to seeing you at one of these five sessions.
_______________________________________________________________________________

THURSDAY, APRIL 10, 1997
HOLIDAY INN
13508 STATE RT. #15, MONTPELIER, OHIO
5:30 PM RECEPTION / 6:30 PM PRESENTATION
HOSTED BY: FIRST NATIONAL BANK NORTHWEST OHIO
QUESTIONS? CALL LORI LADD @ (419) 636-1164

FRIDAY, APRIL 11, 1997
CROSWELL OPERA HOUSE
129 EAST MAUMEE STREET, ADRIAN, MICHIGAN
5:30 PM RECEPTION / 6:00 PM PRESENTATION /
7:00 PM BALCONY PARTY / 8:00PM PERFORMANCE
HOSTED BY: ADRIAN STATE BANK
QUESTIONS? CALL SUE KOTTS @ (517)265-8125

MONDAY, APRIL 14, 1997
NCR COUNTRY CLUB
4435 DOGWOOD TRAIL, KETTERING, OHIO
6:00 PM RECEPTION / 6:45 PM PRESENTATION
HOSTED BY: AMERIFIRST BANK
QUESTIONS? CALL KELLY REITER @ (937)372-6933

TUESDAY, APRIL 15, 1997
LIMA MEMORIAL CIVIC CENTER
7 TOWNE SQUARE, LIMA, OHIO
5:30 PM RECEPTION / 6:30 PM PRESENTATION
HOSTED BY AMERICAN COMMUNITY BANK
QUESTIONS CALL CHRISTIE BARNS @ (800)837-0187

SATURDAY, MAY 3, 1997
MEADOWBROOK PLACE
4480 HEATHERDOWNS BOULEVARD, TOLEDO, OHIO
1:00 PM LUNCHEON / 2:00 PM PRESENTATION
HOSTED BY: MID AMERICAN NATIONAL BANK & TRUST COMPANY
QUESTIONS? CALL MELISSA ZATKO @ (419)249-3360

EXHIBIT 21.1

SUBSIDIARIES OF THE COMPANY

Mid Am, Inc.
Bowling Green, Ohio

A. Bank Subsidiaries

1. Mid American National Bank and Trust Company
Toledo, Ohio
Mid Am, Inc. owns 100 percent

a. Mid Am NB5, Inc.
Bowling Green, Ohio
Mid American National Bank owns 100 percent

1. NB5 Financial Services
Dublin, Ohio
Mid Am NB5, Inc. owns 20 percent

2. First National Bank Northwest Ohio
Bryan, Ohio
Mid Am, Inc. owns 100 percent

a. Defiance Financial Corp.
Defiance, Ohio
First National Bank Northwest Ohio owns 100 percent

1. HS and L Financial Agency, Inc.
Defiance, Ohio
Defiance Financial Corp. owns 100 percent

3. American Community Bank, National Association
Lima, Ohio
Mid Am, Inc. owns 100 percent

4. AmeriFirst Bank, National Association
Xenia, Ohio
Mid Am, Inc. owns 100 percent

5. Adrian State Bank
Adrian, Michigan
Mid Am, Inc. owns 100 percent

a. MFI Holding Company
Bryan, Ohio
Adrian State Bank owns 100 percent

1. MFI Insurance Agency, Inc.
Bryan, Ohio
MFI Holding Company owns 100 percent

b. MFI Investments Corp.
Bryan, Ohio
Adrian State Bank owns 100 percent

c. Mid Am Title Insurance Agency, Inc.
Adrian, Michigan
Adrian State Bank owns 100 percent

B. Financial Service Subsidiaries

1. Mid Am of Michigan
Grand Rapids, Michigan
Mid Am, Inc. owns 100 percent

2. Mid Am Information Services, Inc.
Bowling Green, Ohio
Mid Am, Inc. owns 100 percent

3. Mid Am Recovery Services, Inc.
Clearwater, Florida
Mid Am, Inc. owns 100 percent

4. Mid Am Credit Corp.
Columbus, Ohio
Mid Am, Inc. owns 100 percent

5. Mid Am Private Trust, National Association
Cincinnati, Ohio
Mid Am, Inc. owns 100 percent

6. Mid Am Financial Services, Inc.
Carmel, Indiana
Mid Am, Inc. owns 100 percent

a. Simplicity Mortgage Consultants, Inc.
Marion, Indiana
Mid Am Financial Services, Inc. owns 100 percent

EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the
Prospectuses constituting part of the Registration Statement on
Form S-3 (No. 33-38892), of the Registration Statement on
Form S-8 (No. 33-43141), of the Registration Statement on
Form S-8 and S-3 (No. 33-73290), and of the Registration
Statement on Form S-8 and S-3 (No. 33-73294) of Mid Am, Inc. of
our report dated January 17, 1997 appearing on page S-27 of the
Annual Report Supplement to Shareholders which is incorporated by
reference in this Annual Report on Form 10-K.

/s/ PRICE WATERHOUSE LLP

PRICE WATERHOUSE LLP

Toledo, Ohio
March 7, 1997

EXHIBIT 24.1

POWER OF ATTORNEY

The undersigned directors of Mid Am, Inc. hereby authorize and
appoint David R. Francisco, President and C.O.O., and/or Dennis
L. Nemec, Executive Vice President and C.F.O., as our agents, as
attorneys-in-fact, with full power to act for us and all of us,
for the purpose of subscribing our names to the Form 10-K thereof
to be filed with the Securities and Exchange Commission, and for
the purpose of making any changes or amendments necessary or
desirable to such documents and to any documents ancillary
thereto, with the same powers and to the same effect as we may do
if personally present:

Dated this 16th day of January, 1997.

/s/ Gerald D. Aller /s/ James F. Bostdorff
Gerald D. Aller James F. Bostdorff

/s/ David A. Bryan /s/ Wayne E. Carlin
David A. Bryan Wayne E. Carlin

/s/ D. James Hilliker /s/ Harry W. Kessler
D. James Hilliker Harry W. Kessler

/s/ Walter L. Lamb, Jr. /s/ James E. Laughlin
Walter L. Lamb, Jr. James E. Laughlin

/s/ Marilyn O. McAlear /s/ Thomas S. Noneman
Marilyn O. McAlear Thomas S. Noneman

/s/ Edward J. Reiter /s/ Emerson J. Ross, Jr.
Edward J. Reiter Emerson J. Ross, Jr.

/s/ Douglas J. Shierson
Douglas J. Shierson C. Gregory Spangler

/s/ Jerry L. Staley
Jerry L. Staley Robert E. Stearns

/s/ Richard G. Tessendorf, Jr. /s/ Donald D. Thomas
Richard G. Tessendorf, Jr. Donald D. Thomas

<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted
from the Consolidated Statement of Condition, the Consolidated
Statement of Earnings and Management's Discussion and Analysis
and Statistical Information and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1996
<CASH> 85,657
<INT-BEARING-DEPOSITS> 1,631
<FED-FUNDS-SOLD> 4,476
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 440,718
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 1,574,880
<ALLOWANCE> 15,672
<TOTAL-ASSETS> 2,180,974
<DEPOSITS> 1,832,909
<SHORT-TERM> 92,805
<LIABILITIES-OTHER> 19,809
<LONG-TERM> 42,247
0
30,093
<COMMON> 69,625
<OTHER-SE> 93,486
<TOTAL-LIABILITIES-AND-EQUITY> 2,180,974
<INTEREST-LOAN> 134,721
<INTEREST-INVEST> 28,004
<INTEREST-OTHER> 2,258
<INTEREST-TOTAL> 164,983
<INTEREST-DEPOSIT> 73,128
<INTEREST-EXPENSE> 6,941
<INTEREST-INCOME-NET> 84,914
<LOAN-LOSSES> 4,537
<SECURITIES-GAINS> 1,574
<EXPENSE-OTHER> 91,419
<INCOME-PRETAX> 38,459
<INCOME-PRE-EXTRAORDINARY> 38,459
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 25,992
<EPS-PRIMARY> 1.12
<EPS-DILUTED> 1.07
<YIELD-ACTUAL> 4.32
<LOANS-NON> 6,550
<LOANS-PAST> 5,934
<LOANS-TROUBLED> 73
<LOANS-PROBLEM> 31,503
<ALLOWANCE-OPEN> 14,859
<CHARGE-OFFS> 5,498
<RECOVERIES> 1,774
<ALLOWANCE-CLOSE> 15,672
<ALLOWANCE-DOMESTIC> 9,533
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 6,139

</TABLE>