MID AM INC, 10-K, 1998-03-27

MID AM INC
10-K, 1998-03-27
NATIONAL COMMERCIAL BANKS

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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, 1997

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)

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, 1998 the
aggregate market value of the voting stock held by nonaffiliates
of the Registrant was approximately $540,403,000.

The number of shares outstanding of the Registrant's common
stock, without par value was 23,556,371 at February 28, 1998.

DOCUMENTS INCORPORATED BY REFERENCE* WHERE INCORPORATED

Annual Report Supplement to Shareholders
for year ended December 31, 1997 Parts II and IV

Definitive Proxy Statement dated
March 4, 1998, for the Annual
Meeting of Shareholders to be held
April 24, 1998, and filed with the
Securities and Exchange Commission
on or about March 4, 1998 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 ........................................ 4

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

Item 3. Legal Proceedings ............................... 10

Item 4. Submission of Matters to a Vote of Security
Holders ......................................... 10

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 ............. 11

Item 8. Financial Statements and Supplementary Data ..... 11

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 .......................... 15

Item 12. Security Ownership of Certain Beneficial Owners
and Management .................................. 15

Item 13. Certain Relationships and Related Transactions .. 16

PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K ............................ 16

Signatures ............................................... 18

Exhibit Index ............................................ 20

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 80 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, 1997, the Company was the 11th 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, trust, 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, investment
activities, 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, market
diversification and growth of its fee-based income through
internal business formations, internal growth and through
acquisitions of financial institutions, branches and financial
service businesses. 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.

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 those 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 $924
million at December 31, 1997. Through its 37 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
$529 million at December 31, 1997, and operates through 18
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 $378 million at December 31, 1997, 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 operates 6 banking centers in the southwestern
portion of Ohio and had total assets of $196 million at December
31, 1997.

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 $169 million at
December 31, 1997, 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 150 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 Carmel,
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 under the caption "SHAREHOLDER
INFORMATION" on page S-3 of the Company's 1997 Annual Report
Supplement is incorporated herein by reference in response to
this item.

Supervision and Regulation

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 the regulations of the Board of Governors of the Federal
Reserve System. Pursuant to Federal Reserve policy, the Company
is expected to act as a source of financial strength to each
subsidiary bank and to commit resources to support such banks.
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 more than five percent (5%) of the voting stock or
substantially all the assets of any bank within the United
States.

The Act also prohibits a bank holding company, with certain
exceptions, from acquiring more than five percent (5%) of the
voting stock of any company that is not a bank and from engaging
in any business other than banking or managing or controlling
banks. 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 future 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 bank eligilbe
securities, 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.

On September 29, 1994, President Clinton signed the Riegle-Neal
Interstate Banking and Branching Efficiency Act of 1994
(Interstate Act). The Interstate Act generally permits
nationwide interstate banking and branching commencing September
29, 1995. After such time, an "adequately capitalized" and "well
managed" bank holding company may acquire a bank in any state,
subject to certain concentration limitations. After June 1,
1997, interstate bank holding companies could consolidate banks
owned in multiple states into a single branch network, or acquire
out-of-state banks as branches. De novo interstate branching is
not authorized by the Interstate Act, but states may specifically
authorize it. States may also limit the acquisition of newly-
formed banks for a period of up to five years to restrict
effective de novo branching.

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.

Mid Am Bank, First National, AmeriCom and AmeriFirst, as national
banking associations, are subject to supervision and regular
examination by the Office of the Comptroller of the Currency
(OCC), 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 Corporation. 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 Federal Reserve Board, 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 Insurance
Act.

Each national banking association is required by federal law to
obtain the prior approval of the 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.

Employees

As of December 31, 1997, the Company and its subsidiaries had
approximately 1,217 full-time and 397 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 bank subsidiaries operate 80
banking centers, of which 63 are owned, 4 are leased from various
other parties and 13 are leased from Bancsites, Inc. (Bancsites)
under long-term lease agreements. 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. Also, the
information contained in Note 5 "Bank Premises and Equipment" on
page S-39 of the Company's 1997 Annual Report Supplement is
incorporated herein by reference in response to this item.

Item 3. LEGAL PROCEEDINGS

The information contained in Note 13 "Commitments and
Contingencies" on page S-46 of the Company's 1997 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 under the caption "SHAREHOLDER
INFORMATION" on page S-3 and the information contained in Note 16
"Regulatory Matters" on pages S-48 through S-50 of the Company's
1997 Annual Report Supplement is incorporated herein by reference
in response to this item. The information contained under the
caption "ELECTION OF DIRECTORS" on pages 1 through 4 of the
Company's 1998 Proxy Statment filed with the Securities and
Exchange Commission on March 4, 1998 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, 1998, there were approximately 8,408
holders of record of the Company's common stock.

Item 6. SELECTED FINANCIAL DATA

The information contained under the caption "MID AM, INC. SUMMARY
OF FINANCIAL DATA" on page S-6 of the Company's 1997 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 under the caption "MANAGEMENT'S
DISCUSSION AND ANALYSIS AND STATISTICAL INFORMATION" on pages S-7
through S-26 of the Company's 1997 Annual Report Supplement
is incorporated herein by reference in response to this item.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information contained under the caption "MID AM, INC.
SELECTED QUARTERLY DATA" on page S-5 and the audited financial
statements contained on pages S-27 through S-52 of the Company's
1997 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 Company's
1997 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 under the captions "ELECTION OF
DIRECTORS" on pages 1 through 4 and "SECTION 16(a) BENEFICIAL
OWNERSHIP REPORTING COMPLIANCE" on page 13 of the Company's 1998
Proxy Statement filed with the Securities and Exchange Commission
on March 4, 1998, 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 58 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 51 President and Chief Operating 1970
Officer of the Company;
formerly Chief Executive
Officer of First National.

Dennis L. Nemec 53 Executive Vice President and 1979
Chief Financial Officer of the
Company; formerly Senior Vice
President/Finance of the Company.

W. Granger Souder 37 Executive Vice President and 1989
General Counsel of the Company;
formerly employed as a securities
attorney in private practice.

Jerry R. Biederman 32 Senior Vice President and 1994
Director of Audit of the Company;
formerly Audit Supervisor of
Society Management Company.

Donald P. Hileman 45 Senior Vice President/Finance 1990
of the Company; formerly
Senior Vice President and Chief
Financial Officer of First National.

Marci L. Klumb 36 Senior Vice President/Associate 1991
General Counsel of the Company;
formerly Vice President/Associate
General Counsel of the Company.

Christine Koster 45 Senior Vice President/Training 1989
and Development of the Company;
formerly Vice President/Training
and Development of the Company.

Mark S. Lee 37 Senior Vice President/Marketing 1996
of the Company; formerly Division
Marketing Manager of PepsiCo.

David L. Mead 42 Senior Vice President/Finance; 1995
formerly a Professor at Bluffton
College and Senior Vice President
and Chief Financial Officer of
Mid Am Bank.

John R. Reisner 42 Senior Vice President/Corporate 1991
Compliance of the Company;
formerly Vice President/Corporate
Compliance of the Company.

Cynthia A. Rossman 41 Senior Vice President/Marketing 1985
and Planning of the Company.

Jeffrey S. Schatz 40 Senior Vice President/Funds 1985
Management of the Company;
formerly Vice President/Finance
and Treasurer of Citizens Loan
and Building Company.

Paul S. Ulrich 46 Senior Vice President/Asset 1996
Quality of the Company;
formerly Vice President and
Chief Credit Officer of
Poughkeepsie Savings Bank.

Robin Wooddall 34 Senior Vice President/Human 1992
Resources of the Company;
formerly Vice President/Human
Resources of the Company.

James C. Burkhart 44 President and Chief Executive 1982
Officer of Mid Am Information
Services, Inc.; formerly Vice
President/Data Processing of
Mid Am Bank.

James F. Burwell 47 President and Chief Executive 1980
Officer of First National;
formerly President and Chief
Operating Officer of First
National.

Edward E. Christian 41 President and Chief Executive 1997
Officer of AmeriFirst;
formerly Senior Vice President
of National City Bank.

Lee J. Cieslak 58 President and Chief Executive 1998
Officer of MARSI; formerly
Chairman and Chief Executive
Officer of First of America Bank.

Robert E. Dorr 56 President and Chief Executive 1996
Officer of MACC; formerly
Senior Vice President of Bank One
Vendor Leasing Division.

Robert M. Gioia 47 President and Chief Executive 1995
Officer of MFI; formerly
First Vice President Regional
Manager of Kirkpatrick and
Pettis Brokerage Company.

Patrick A. Kennedy 51 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.

Cathleen F. Oxner 45 President and Chief Executive 1994
Officer of AmeriCom; formerly a
Plant Manager of Procter and Gamble.

Bernard A. Sikorski 55 President and Chief Executive 1995
Officer of Adrian State Bank;
formerly Executive Vice President
and Director of Marketing of
Banc One Mortgage Corporation.

Donald P. Southwick 41 President and Chief Executive 1994
Officer of MAPT; formerly
President of AmeriFirst.

Donald R. Steele 43 President and Chief Executive 1994
Officer of MAFSI and President
and Chief Executive Officer of
Simplicity; formerly President
of Simplicity Mortgage Consultants.

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

Item 11. EXECUTIVE COMPENSATION

The information contained under the captions "EXECUTIVE
COMPENSATION" and "REPORT ON EXECUTIVE COMPENSATION" on pages 6
through 11 of the Company's 1998 Proxy Statement filed with the
Securities and Exchange Commission on March 4, 1998, is
incorporated herein by reference in response to this item.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT

The information contained under the captions "ELECTION OF
DIRECTORS" on pages 1 through 4, "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS" on page 4 and "EXECUTIVE COMPENSATION,
Beneficial Ownership" on page 7 of the Company's 1998 Proxy

Statement filed with the Securities and Exchange Commission on
March 4, 1998, 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 under the captions "TRANSACTIONS
WITH MANAGEMENT" and "RELATIONSHIPS WITH AFFILIATES" on pages 12
and 13 of the Company's 1998 Proxy Statement filed with the
Securities and Exchange Commission on March 4, 1998, 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 1997 Annual
Report Supplement*
(1) Financial Statements:
Report of Independent Accountants ............... S-27
Consolidated Statement of Condition at
December 31, 1997 and 1996 .................... S-28
Consolidated Statement of Earnings for
the three years ended December 31, 1997 ....... S-29
Consolidated Statement of Changes in
Shareholders' Equity for the three years
ended December 31, 1997 ....................... S-30
Consolidated Statement of Cash Flows for
the three years ended December 31, 1997 ....... S-31
Notes to Consolidated Financial Statements ...... S-32-52

*Incorporated by reference from the indicated pages of the 1997
Annual Report Supplement. All schedules are omitted because they
are not applicable or the required information is shown in the
financial statements or notes thereto.

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 Incentive Plans of the Company
10.2 Deferred Compensation Plan of the Company
10.3 Stock Option Plan of the Company
10.4 Employee Stock Ownership and Pension Plan of the Company
10.5 Employee Stock Ownership and Savings Plan of the
Company (401K)
10.6 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 1997 Annual Report Supplement
18.0 Change in Accounting Principle
20.1 The Company's Proxy Statement dated March 4, 1998
for its 1998 Annual Meeting
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

Not applicable.

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.

MID AM, INC.

BY: /s/ David R. Francisco

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

March 27, 1998

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. January 15, 1998

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

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

*
Gerald D. Aller Director January 15, 1998

*
James F. Bostdorff Director January 15, 1998

David A. Bryan Director

*
Wayne E. Carlin Director January 15, 1998

*
D. James Hilliker Director January 15, 1998

*
Walter L. Lamb,Jr. Director January 15, 1998

James E. Laughlin Director

*
Marilyn O. McAlear Director January 15, 1998

*
Thomas S. Noneman Director January 15, 1998

*
Emerson J. Ross,Jr. Director January 15, 1998

*
Douglas J. Shierson Director January 15, 1998

C. Gregory Spangler Director

*
Jerry L. Staley Director January 15, 1998

Robert E. Stearns Director

*
Richard G. Tessendorf,Jr. Director January 15, 1998

*
Donald D. Thomas Director January 15, 1998

*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 Incentive Plans of the Company
The information required by this exhibit is
incorporated herein by reference from the information
contained under the captions "REPORT ON EXECUTIVE
COMPENSATION, Annual Incentive Compensation" on pages
9 and 10 and "EXECUTIVE COMPENSATION, Employment
Contracts and Change in Control Agreements, Employment
Contracts" on page 8 of the Company's 1998 Proxy
Statement filed with the Securities and Exchange
Commission on March 4, 1998.
10.2 Deferred Compensation Plan of the Company
10.3 Stock Option Plan of the Company
The information required by this exhibit is
incorporated herein by reference from the information
contained in EXHIBIT 10.3 "Stock Option Plan of the
Company" of the Company's 1996 Form 10-K filed with the
Securities and Exchange Commission on March 13, 1997.
The information required by this exhibit is
incorporated herein by reference from the information
contained under the caption "Annex 1, AMENDED AND
RESTATED MID AM, INC. 1997 STOCK OPTION PLAN" of the
Company's 1998 Proxy Statement filed with the
Securities and Exchange Commission on March 4, 1998.
10.4 Employee Stock Ownership and Pension Plan of the Company
The information required by this exhibit is
incorporated herein by reference from the information
contained in EXHIBIT 10.4 "Employee Stock Ownership
and Pension Plan of the Company" of the Company's
1995 Form 10-K filed with the Securities and Exchange
Commission on April 1, 1996.
10.5 Employee Stock Ownership and Savings Plan of the
Company (401K)
The information required by this exhibit is
incorporated herein by reference from the information
contained in EXHIBIT 10.5 "Employee Stock Ownership
and Savings Plan of the Company (401K)" of the
Company's 1995 Form 10-K filed with the Securities and
Exchange Commission on April 1, 1996.

10.6 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 1997 Annual Report Supplement.
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 the information
contained in Note 1 "Accounting Policies" on pages S-32
through S-35 of the Company's 1997 Annual Report
Supplement. (See Exhibit 13.1)
20.1 The Company's Proxy Statement dated March 4, 1998
for its 1998 Annual Meeting.
The information required by this exhibit is
incorporated herein by reference from the information
contained in the Company's 1998 Proxy Statment
filed with the Securities and Exchange Commission
on March 4, 1998.
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.

(C) Restriction on Dividends to Junior Shares. In no
event as long as any Preferred Shares shall be
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 10.2

DEFERRED COMPENSATION PLAN OF THE COMPANY

MID AM, INC.

NON-QUALIFIED RETIREMENT PLAN

The Mid Am, Inc. Non-Qualified Retirement Plan (the "Plan") is
adopted effective as of January 1, 1998, for the Directors and
Eligible Employees of Mid Am, Inc. (the "Company") and its
affiliates. The Plan is an amendment and restatement of the Mid
Am, Inc. Pension Make-Up Plan established by the Company and the
Letters of Agreement Deferring Officers Compensation made
available by the Company. The Plan is designed to ensure that
the benefits provided to Directors and Eligible Employees enhance
the overall effectiveness of the Mid Am, Inc. executive
compensation program and attract, retain and motivate such
individuals.

Accordingly, Mid Am, Inc. hereby adopts the Plan pursuant to the
terms and provisions set forth below:

ARTICLE I
DEFINITIONS

Whenever used herein the following terms shall have the meanings
hereinafter set forth:

1.1 "Account" means the account maintained under the Plan in a
Participant's name to which all Plan contributions, and earnings
and losses thereon, are credited. A Participant's Account
consists of the following subaccount:

(a) for Directors who are Participants, a Compensation Deferral
Account, a Discretionary Company Contributions Account, a Stock
Option Deferral Account and a Rollover Contributions Account; and

(b) for Eligible Employees who are Participants, a Compensation
Deferral Account, a Supplemental Matching Contributions Account,
a Supplemental Profit Sharing Contributions Account, a
Supplemental Pension Contributions Account, a Discretionary
Company Contributions Account, a Stock Option Deferral Account
and a Rollover Contributions Account.

1.2. "Affiliated Company" means a business entity, or
predecessor of such entity, if any, that is a member of a
controlled group of corporations of which the company is also a
member. The Eligible Employees and Directors of each Affiliated
Company will be covered by the Plan upon approval by the
Committee.

1.3. "Board" means the Board of Directors of Company.

1.4. "Bonus" means the additional cash remuneration payable to a
Participant annually pursuant to an Employer's performance
compensation program or any other plan, program or arrangement
under which an Employer pays an amount of cash remuneration to a
Participant above such Participant's Salary, prior to any
Deferral Contributions under this Plan.

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

(a) the merger or consolidation of the company with or into any
other corporation and the Company is not the surviving
corporation;

(b) in excess of 24.99% of the outstanding common stock of the
Company 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 exchange of in excess of 24.99% of the assets of
the Company to any entity, person, or group acting in concert;

(d) the recapitalization, reclassification of securities or
reorganization of the Company which has the effect of either
subparagraph (b) or (c) above;

(e) the issuance by the Company of securities in an amount in
excess of 24.99% of the outstanding common stock of the Company
to any entity, person, or group acting in concert and intending
to exercise control of the Company, or

(f) the removal, termination or retirement of more than 49% of
the members of the Board.

1.6. "Code" means the Internal Revenue Code of 1986, as amended
from time to time, and any regulations relating thereto.

1.7. "Committee" means the Mid Am, Inc. Non-Qualified Plan
Committee that is responsible for the administration of the Plan.

1.8. "Company" means Mid Am, Inc., an Ohio corporation, or, to
the extent provided in Section 9.9 below, any successor
corporation or other entity resulting from a merger or
consolidation into or with the Company or a transfer or sale of
substantially all of the assets of the Company.

1.9. "Company Stock Fund" means the Investment Fund maintained
under the trust that is invested solely in shares of the
Company's common stock.

1.10. "Compensation" means a Participant's Salary, Bonus,
Director's Fees or Director's Retainer payable in any calendar
year. Except as required by applicable law, Compensation
deferrals elected under this Plan shall not affect the
determination of Compensation or earnings for purposes of any
other plan, policy or program maintained by the Company or an
Affiliated Company.

1.11. "Compensation Deferral Account" means the account
established for a Participant under the Plan that is credited
with Deferral Contributions under Sections 3.1 and 3.2 of the
Plan.

1.12. "Deferral Agreement" means the written deferral agreement
entered into by a Participant with the Company pursuant to the
terms of Sections 3.1 or 3.2 of the Plan.

1.13. "Deferral Contribution" means the elective deferral
contribution credited to a Participant's Account under the Plan
by the Company.

1.14. "Deferral" means an individual who is a member of the
Board or a member of the board of directors of an Affiliated
Company. Neither "Advisory board members" nor employees of an
Employer shall be considered Directors under the Plan.

1.15. "Director's Fees" means the Board meeting and Board
committee meeting fees paid to a Director by the Employer.

1.16. "Director's Retainer" means the annual retainer paid to a
Director by the Employer.

1.17. "Disability" means a Participant is under the regular care
of a doctor and prevented by a medically determinable physical or
mental impairment from performing each of the material duties of
his or her regular occupation. Determinations of Disability are
made by the Committee in its sole discretion.

1.18. "Discretionary Company Contribution" means a discretionary
company contribution made by the Company on behalf of one or more
Participants under the terms of the Plan.

1.19. "Discretionary Company Contributions Account" means the
account established for a Participant under the Plan that is
credited with Discretionary Company Contributions under Section
2.7 of the Plan.

1.20. "Eligible Employee" means each employee of an Employer who
is: (i) classified as a senior vice-president or higher; (ii) a
commissioned salesperson whom the Committee expects to earn at
least $100,000 in commissions per year; or (iii) a management or
highly compensated employees designated by the Board as an
Eligible Employee.

1.21. "Employer" means the Company and any Affiliated Company
that is approved by the Committee.

1.22. "Employment Termination" means the dated of (i) an
Eligible Employee's termination of employment with the Employer,
or (ii) a Director's termination of service as a Director, and
shall include such termination for any reason, unless expressly
indicated otherwise.

1.23. "Investment Funds" means the various investment funds
established and maintained under the Trust.

1.24. "Participant" means a Director or an Eligible Employee who
is eligible for participation and who has completed all necessary
election and enrollment forms provided by the Committee.

1.25. "Plan" means the Mid Am, Inc. Non-Qualified Retirement
Plan, as set forth herein and as hereinafter amended from time to
time.

1.26. "Plan Year" means the 12-month period beginning on January
1 and ending on the following December 31 of each year.

1.27. "Qualified Pension Plan" means the Mid Am, Inc. Employee
Stock Ownership Pension Plan, as amended from time to time, and
any successor or replacement plan.

1.28. "Qualified Plans" means the Qualified Savings Plan and the
Qualified Pension Plan. Except as otherwise provided in this
Article I, all defined terms used in the Plan that are defined in
the Qualified Plans shall have the same meaning in the Plan as is
set forth in the Qualified Plans.

1.29. "Qualified Plan Compensation Deferral Contribution" means
the elective salary reduction contribution made by the Company
for the benefit of a Participant under the terms of the Qualified
Savings Plan in any Plan year.

1.30. "Qualified Plan Pension Contribution" means the employer
contribution credit by the Company for the benefit of a
Participant under the terms of the Qualified Pension Plan.

1.31. "Qualified Plan Matching Contribution" means the matching
contribution made by the Company for the benefit of a Participant
under the terms of the Qualified Pension Plan.

1.32. "Qualified Plan Profit Sharing Contribution" means the
profit sharing contribution made by the Company for the benefit
of a Participant under the terms of the Qualified Savings Plan.

1.33. "Qualified Savings Plan" means the Mid Am, Inc. Employee
Stock Ownership and Savings Plan, and any successor or
replacement plan.

1.34. "Rollover Contributions Account" means the account
established for a Participant under the Plan that is credited
with Rollover Contributions under Section 2.8 of the Plan.

1.35. "Salary" means a Participant's annual base salary rate for
the Plan year, as specified by the Employer, prior to any
Deferral Contributions under this Plan.

1.36. "Stock Option Plan" means each of the Mid Am, Inc. 1992
Stock Option Plan, the 1997 Mid Am, Inc. Stock Option Plan, and
such other stock plans as may be adopted by the Company, each as
amended from time to time.

1.37. "Stock Option Deferral Account" means the account
established for a Participant under the Plan that is credited
with Stock Option Deferral Amounts under Section 3.1 of the Plan.

1.38. "Supplemental Matching Contribution" means the matching
contribution credited by the Company for the benefit of a
Participant under the terms of the Plan.

1.39. "Supplemental Matching Contributions Account" means the
account established for a Participant under the Plan that is
credited with Supplemental Matching Contributions under Section
2.4 of the Plan.

1.40. "Supplemental Pension Contributions Account" means the
account established for a Participant under the Plan that is
credited with Supplemental Pension Contributions under Section
2.6 of the Plan.

1.41. "Supplemental Profit Sharing Contribution" means the
profit sharing contribution credited by the Company for the
benefit of a Participant under the terms of the Plan in any Plan
Year.

1.42. "Supplemental Profit Sharing Contributions Account" means
the account established for a Participant under the Plan that is
credited with Supplemental Profit Sharing Contributions under
Section 2.5 of the Plan.

1.43. "Trust" means a trust agreement entered into by the
Company under which the Company made contributions for the
purpose of accumulating assets to assist the Employers in
fulfilling their obligations to Participants hereunder.

1.44. "Year of Service" means each 12-consecutive month period
of an Eligible Employee's continuous employment, or a Director's
continuous service, with an Employer.

ARTICLE II
CONTRIBUTIONS

2.1. Director's Deferral Contributions. A Participant who is a
Director may elect to defer a who percentage (up to 100 percent)
of the Director's Fees otherwise payable to him or her by the
Employer for a Plan Year. A Participant who is Director also may
elect to defer a whole percentage (up to 100 percent) of the
Director's Retainer otherwise payable to him or her by the
Employer for a Plan Year. The amount deferred pursuant to this
Section shall be a Director's Deferral Contribution credited to
the Director's Compensation Deferral Account.

2.2. Eligible Employee's Compensation Deferral Contributions. A
Participant who is an Eligible Employee may elect to defer a
whole percentage (up to 100 percent) of the Bonus otherwise
payable to him or her by the Employer for a Plan Year. A
Participant who is an Eligible Employee also may elect to defer a
who percentage (up to 50 percent) of the Salary otherwise payable
to him or her by the Employer for a Plan year. The amount
deferred pursuant to this Section shall be credited to the
Participant's Compensation Deferral Account.

2.3. Deferral Agreements. As a condition to the Company's
obligation to credit any Deferral Contribution for the benefit of
a Participant pursuant to Sections 3.1 or 3.2, the Participant
must execute a Compensation Deferral Agreement. Except as
provided below, a Participant's Deferral Agreement for any Plan
year must be in writing, signed by the Participant, and delivered
to the Committee prior to January 1 of that Plan Year. A
Participant's Deferral Agreement will remain in full force and
effect for subsequent Plan Years unless and until revoked by a
Participant by written instrument delivered to the Committee
prior to the beginning of the Plan Year in which such revocation
is to be effective.

Neither Eligible Employees nor Directors are required to elect
Deferral Contributions in any Plan Year. However, the minimum
amount of Deferral Contribution for any Plan Year for which a
Deferral Agreement is executed is $1,000.

2.4. Supplemental Matching Contributions. Each Plan Year, the
Company will credit a Supplemental Matching Contribution to the
Plan on behalf of each Participant in an amount equal to the
difference between (a) and (b) below:

(a) the Qualified Plan Matching Contribution that would have
been made on behalf of the Participant for the Plan Year in which
an amount is deferred by the Participant pursuant to Section 3.2,
based on the Participant's Compensation prior to any Deferral
Contributions under this Plan, and without giving effect to any
reductions required by the limitations imposed by the Code on
the Qualified Savings Plan; and

(b) the amount of the Qualified Plan Matching Contribution
actually made on behalf of the Participant for the Plan Year.

All Supplemental Matching Contributions shall be credited to the
Supplemental Matching Contributions Account maintained for the
Participant.

2.5. Supplemental Profit Sharing Contributions. Each Plan Year,
the Company will credit a Supplemental Profit Sharing
Contribution to the Plan on behalf of each Participant in an
amount equal to the difference between (a) and (b) below:

(a) The Qualified Plan Profit Sharing Contribution that would
have been made on behalf of the Participant for the Plan Year,
based on the Participant's Compensation prior to any Deferral
Contributions under this Plan, and without giving effect to any
reductions required by the limitations imposed by the Code on
the Qualified Savings Plan; and

(b) The amount of the Qualified Plan Profit Sharing contribution
actually made on behalf of the Participant for the Plan Year.

All Supplemental Profit Sharing Contributions shall be credited
to the Supplemental Profit Sharing Contributions Account
maintained for the Participant.

2.6. Supplemental Pension Contributions. Each Plan Year, the
Company will credit a Supplemental Pension Contribution to the
Plan on behalf of each Participant in an amount equal to the
difference between (a) and (b) below:

(a) The Qualified Plan Pension Contribution that would have been
made on behalf of the Participant for the Plan Year, based on the
Participant's Compensation prior to any Deferral Contributions
under this Plan, and without giving effect to any reductions
required by the limitations imposed by the Code on the Qualified
Pension Plan; and

(b) The amount of the Qualified Plan Pension Contribution
actually made on behalf of the Participant for the Plan Year.

All Supplemental Pension Contributions shall be credit to the
Supplemental Pension Contributions Account maintained for the
Participant.

2.7. Discretionary Company Contributions. The Company may in
its sole discretion contribute to the Account of a Participant an
amount that it may from time to time deem advisable. Such
discretionary contributions shall be credited to the
Discretionary Company Contributions Account maintained for the
Participant.

2.8. Rollover Contributions. The Committee may, in its sole
discretion, accept transfers on behalf of a Participant from any
non-qualified plan or arrangement in which such Participant
participated. The committee shall not accept such transfer to
the extent that any amount is subject to current income taxation.
Transferred amounts shall be credited to the Rollover
Contributions Account maintained for the Participant.

ARTICLE III
DEFERRAL OF STOCK OPTION INCOME

3.1. Stock Option Deferral Elections. To the extent permitted
under the terms of the Stock Option Plan, a Participant who has
been granted a non-qualified stock option (an "Option") under the
Stock Option Plan may elect to defer all or a portion of any
income or gain that would otherwise be recognized upon the
exercised of the Option. If a Participant elects such a
deferral, the Company will credit the Stock Option Deferral
Account of such Participant with a number of Stock Units (as
defined below) that were the subject of the deferral election
made by the Participant.

3.2. Crediting of Stock Units. The number of Stock Units to be
credited to a Participant's Stock Option Deferral Account shall
be equal to the fair market value, on the date of exercise of the
applicable Option, of the excess of: (i) the number of shares of
common stock of the Company to be purchased pursuant to the
exercised of such Option, over (ii) a number of shares of such
common stock with a fair market value equal to the option price
of such Option. Each such Stock Unit, as of any given date,
shall have a value equal to the fair market value of a share of
common stock of the Company on such date. For purposed of this
Section, fair market value of common stock of the Company shall
be defined as the closing price of such common stock on the
National Market System's NASDAQ Quotation Service on the trading
day immediately preceding the date as of which fair market value
is determined.

Additional credits shall be made to a Participant's Stock Option
Deferral Account in dollar amounts equal to the cash value (or
the fair market value of dividends paid in property other than
common stock of the Company) that the Optionee would have
received had he been the owner on each record date of a number of
shares of common stock equal to the number of Stock Units
credited to his Stock Option Deferral Account on such date. In
the case of a dividend in common stock of the Company, additional
credits will be made to the Stock Option Deferral Account of the
Participant of a number of Stock Units equal to the number of
shares of common stock that the Participant would have received
had he been the owner on each record date of a number of shares
of such common stock equal to the number of Stock Units credited
to his Stock Option Deferral Account. Any cash dividends (or the
value of dividends paid in property other than common stock of
the Company) shall be converted into Stock Units based upon the
fair market value of common stock of the Company on the record
date for payment of any such dividend.

3.3. "Stock Units" means units based upon the fair market value
of the common stock of the Company and credited to a Stock Option
Deferral Account pursuant to Section 3.1 above.

ARTICLE IV
VESTING OF PARTICIPANTS' ACCOUNTS

4.1. Fully Vested Accounts. A Participant shall be fully vested
in the amount in his or her Compensation Deferral Account,
Supplemental Matching Contributions Account, Rollover
Contributions Account and Stock Option Deferral Account at all
times.

4.2. Supplemental Profit Sharing and Pension Contributions
Accounts. A Participant shall be vested in his or her
Supplemental Profit Sharing and Pension Contributions Accounts
after he or she completes five Years of Service, as illustrated
by the following schedule:

Years of Service Vested Percentage
Less than 5 years 0%
5 or more years 100%

4.3. Discretionary Company Contributions Account. Except as
provided in the following sentence, a Participant shall be vested
in his or her Discretionary Company Contributions Account at a
rate of twenty percent (20%) per Year of Service, as illustrated
by the following schedule:

Years of Service Vested Percentage
Less than 1 year 0%
1 full year 20%
2 full years 40%
3 full years 60%
4 full years 80%
5 or more full years 100%

Notwithstanding the foregoing, the Committee, in its sole
discretion, may specify in writing, a different vesting schedule
applicable to any Participant or group of Participants, and/or
any particular Discretionary Company Contributions Account.

4.4. Forfeiture Due to Competition or Breach of Confidentiality.
A Participant may not, except with the express prior written
consent of the Company, for a period of two (2) years after the
Participant's Employment Termination (the "Restrictive period"),
directly or indirectly compete with the business of the
Employers, including, but not by way of limitation, by directly
or indirectly owning, managing, operating, controlling,
financing, or by directly or indirectly serving as an employee,
officer or director of or consultant to, or by soliciting or
inducing, or attempting to solicit or induce, any employee or
agent of an Employer to terminate employment with the Employer
and become employed by any person, firm, partnership,
corporation, trust or other entity that owns or operates, a bank,
savings and loan association, credit union or similar financial
institution (a "Financial Institution") within a twenty-five (25)
miles radius of (i) an Employer's main office or (ii) the office
of any Employer's Affiliated Companies (the "Restrictive
Covenant"). The foregoing Restrictive Covenant shall not
prohibit a Participant from owning directly or indirectly capital
stock or similar securities which are listed on a securities
exchange or quoted on the National Association of Securities
Dealers Automated Quotation system which do not represent more
than one percent (1%) of the outstanding capital stock of any
Financial Institution.

If a Participant violates the Restrictive Covenant or the
Company's Code of Professional Responsibility, all amounts in the
Participant's Discretionary Company Contributions Account and
Supplemental Matching, Profit Sharing, and Pension Contributions
Accounts shall be forfeited; except that this Section 4.4 shall
become ineffective upon a Change in Control of the Company.

4.5. Full Vesting Provisions. Notwithstanding the foregoing, a
Participant shall be full vested in his or her entire Account
upon: (i) the date of the Participant's Employment Termination on
account of death or Disability; or (ii) a Change in Control of
the Company.

4.6. Forfeiture. A Participant whose Employment Termination
occurs prior to the full vesting of his or her Account will
forfeit the portion of his or her Account that is not vested.

ARTICLE V
INVESTMENT OF CONTRIBUTIONS

5.1. Investment of Participants' Accounts. All Participant and
Company Contributions shall be contributed by the Company to, and
held and invested in the Investment Funds maintained under the
Trust. A Participant's Supplemental Profit Sharing and Pension
Contributions Accounts and Discretionary Company Contributions
Account will be deemed to be invested in the Company Stock Fund.
The Participant will be consulted with respect to the investment
of his or her Compensation Deferral and Supplemental Matching
Contributions Accounts. However, the Committee reserves the
right to invest all Participants' Accounts as it deems best.
Each Participant's Account shall be credited or debited with that
Participant's proportionate share of any gains or losses
resulting from the Investment Funds.

Any amount in a participant's Account that is forfeited according
to Article IV shall be applied toward administrative expenses
incurred in connection with the Plan or used to reduce future
Company contributions in the sole discretion of the Committee.
The company shall provide each Participant with written statement
of his Accounts at least semi-annually.

5.2. Adjustment For Investment Earnings. The amounts credited
to a Participant's Account shall be adjusted from time to time in
accordance with uniform procedures established by the Committee
to reflect the value of an investment equal to the Participant's
Account balance in the Investment Funds. The Investment Funds
available may be revised from time to time by the Committee with
approval of the Trustee of the Trust described in Section 9.2.
The Committee, with the approval of the Trustee, may eliminate
any Investment Funds available at any time; provided, however,
that the Committee may not retroactively eliminate any Investment
Fund.

A Participant shall designated the applicable Investment Fund to
be used with respect to his or her Compensation Deferral and
Supplemental Matching Contributions Accounts in increments of at
least 10%, pursuant to a written investment election form
delivered to the Committee on the date he or she commences
participation in the Plan. The Participant may change his or her
Investment Fund designation with respect to future contributions
credited to his or her Compensation Deferral and Supplemental
Matching Contributions Accounts, and/or with respect to amounts
previously credited to such Accounts, by notifying the Committee
or its designed. A revised investment direction may be made by a
Participant in writing on a quarterly basis and shall be
effective as of the beginning of the calendar quarter immediately
following such written submission; provided, however, that the
Committee or its designed shall have the discretion to delay the
effective date of any revised investment direction to the
beginning of the second calendar quarter following receipt of
such direction if the Committee or its designed receives such
direction fewer than 15 days prior to the beginning of a calendar
quarter.

5.3. Investment of Prior Deferrals. Prior to the effective date
of this Plan, certain officers entered in Letters of Agreement
Deferring Officer's Compensation (the "Agreements"). Under the
Agreements, amounts in a [Deferred Officer's Compensation
Account] (as defined in the Agreements) could be invested in a
life insurance contract to be owned by the Company. A
Participant who previously had directed that all or any portion
of his Deferred Officer's Compensation Account be invested in
life insurance contracts may continue to direct that all or any
portion of his or her [Compensation Deferral Contribution] be
invested in an existing life insurance contract held under the
Trust.

ARTICLE VI
DISTRIBUTIONS

6.1. Distribution of Participants' Accounts. A Participant's
Accounts will be distributed to him or her in accordance with the
provisions of this Article VI. A Participant's Accounts will be
distributed in cash, except that, a Participant's Accounts that
are deemed to be invested in the Company Stock Fund as of the
date that distribution of the Participant's Accounts is to be
made can be distributed in shares of Company common stock, at the
Participant's election.

6.2. Form of Distribution. Each Participant shall elect the
manner of payment of his or her Account, generally at the time of
any Deferral Agreement. No such election shall be effective if
made or modified within 12 months of the date distribution is
made or commences. A Participant may elect to have his or her
Account distributed in any form of distribution permitted by the
Qualified Savings Plan. If a Participant does not make a valid
distribution election, then the manner of payment and date for
commencement of payment of the Participant's Account shall be
selected by the Company in its sole discretion.

Notwithstanding the foregoing, if the value of the Participants'
Accounts is less than $5,000 at any time after the Participant's
Employment Termination, such Accounts shall be distributed to the
Participant in a single lump sum distribution, as soon as
practicable. If the Participant fails to elect a form or period
of distribution, the Participant's Accounts will be paid in a
manner selected by the Committee or its designed. The
Participant also may elect, at the time of his or her election of
Compensation Deferral Contributions, to have distributions
commence as soon as practicable after his Disability.

6.3. Timing of Distribution. The balance of a Participant's
Accounts shall be distributed to or with respect to the
participant only: (i) upon Employment Termination, (ii) upon a
Participant's 5, 10, 15, 20, 25 or 30-year anniversary of service
with the Employer, as elected by the Participant at least
12-months prior to the date of such anniversary, (iii) because of
hardship in accordance with Section 6.5, or (iv) to the extent a
Participant's Account balance becomes subject to immediate income
taxation. Notwithstanding clause (i) through (iii) in the
preceding sentence, the balance of a Participant's Stock Option
Deferral Account may not be distributed to or with respect to the
Participant until a date that is at lease 12 months from the date
of exercise of the applicable Option.

6.4. Distributions Upon Death. If a Participant dies before
full distribution of his or her Account, any remaining amounts
shall be distributed to the beneficiary, and in the method,
designated by the Participant in a writing delivered most
recently to the Committee prior to death. If a Participant has
not designated a beneficiary, or method of distribution, or if no
designated beneficiary is living on the date of distribution,
such amounts shall be distributed to those persons entitled to
receive distributions of the Participant's accounts under the
Qualified Savings Plan and in the same method as distribution is
made under the Qualified Savings Plan. If the Participant has no
account under the Qualified Savings Plan, such amounts shall be
distributed to those persons entitled to receive distributions of
the Participant's accounts under the Qualified Pension Plan and
in the same method as distribution is made under the Qualified
Pension Plan. If the Participant has no accounts under the
Qualified Plans, distributions of the Participant's Account shall
be made to the Participants' estate.

6.5. Hardship Distributions. In the discretion of the
Committee, and at the written request of a Participant, an amount
up to 100 percent of his or her vested Account may be distributed
to a Participant in the case of an "unforeseeable emergency,"
subject to the limitations set forth below. For purposes of this
Section 6.5, an "unforeseeable emergency" is a severe financial
hardship to the Participant resulting from a sudden and
unexpected illness or accident of the Participant or of a
dependent (as defined in Code Section 152(a)) of the Participant,
loss of the Participant's property due to casualty, or other
similar extraordinary and unforeseeable circumstances arising as
a result of events beyond the control of the Participant. The
circumstances that will constitute an unforeseeable emergency
will depend upon the facts of each case, but, in any case,
payment may not be made to the extent that such hardship is or
may be relieved:

(a) through reimbursement or compensation by insurance or
otherwise;

(b) by liquidation of the Participant's assets, to the extent
the liquidation of such assets would not itself cause severe
financial hardship; or

Only one hardship distribution shall be permitted during a Plan
Year. A Participant's request for a hardship distribution must
be accompanied or supplemented by such evidence that the hardship
is necessary as the Committee or its designed may reasonable
require. Withdrawals of amounts because of a unforeseeable
emergency shall be permitted only to the extent reasonable needed
to satisfy the unforeseeable emergency need.

Any Participant who receives a hardship distribution shall cease
Deferral Contributions for a period of one year following the
date of such hardship distribution. Reentry into the Plan will
be according to the Deferral Agreement procedures described in
Section 2.3.

6.6. Tax-Savings Clause. Notwithstanding anything to the
contrary contained herein, if (i) the Internal Revenue Service
(IRS) prevails in its claim that all or a portion of the amounts
contributed to the Plan, and/or earnings thereon, constitute
taxable income to a Participant or beneficiary for any taxable
year that is prior to the taxable year in which such
contributions and/or earnings are actually distributed to such
Participant or beneficiary, (ii) the U.S. Department of Labor
(DOL) prevails in its claim that the Trust prevents the Plan from
meeting the "unfunded" criterion of the exceptions to various
requirement of Title I of the Employee Retirement Income Security
Act of 1974 (ERISA) for plans that are unfunded and maintained
primarily for the purpose of providing deferred compensation for
a select group of management or highly compensated employees, or
(iii) legal counsel selected by the Committee advises the
Committee that the IRS or DOL would likely prevail in such claim,
the applicable Account balance shall be immediately distributed
to the Participant or beneficiary. For purposes of this Section,
the IRS or DOL shall be deemed to have prevailed in a claim if
such claim is upheld by a court of final jurisdiction, or if the
Committee, based upon the advice of legal counsel selected by the
Committee, fails to appeal a decision of the IRS or DOL, or a
court of applicable jurisdiction, with respect to such claim, to
an appropriate IRS or DOL appeals authority or to a court of
higher jurisdiction within the appropriate time period.

ARTICLE VII
ADMINISTRATION OF THE PLAN

7.1. Administration by the Committee. The Committee shall be
responsible for the general operation and administration of the
Plan and for carrying out the provisions thereof.

7.2. Power and Duties of Committee. The Committee shall
administer the Plan in accordance with its terms and shall have
all powers necessary to carry out the provisions of the Plan.
The Committee shall interpret the Plan and shall determine all
questions arising in the administration, interpretation, and
application of the Plan, including but not limited to, questions
of eligibility and the status and rights of employees,
Participants and other person. Any such determination by the
Committee shall presumptively be conclusive and binding on all
persons. The regularly kept records of the Company shall be
conclusive and binding upon all persons with respect to a
Participant's date and length of service, amount of Compensation
and the manner of payment thereof, type and length of any absence
from work and all other matters contained therein relating
applied to all persons in similar circumstances. To the extent
not inconsistent with this Plan, all provisions set forth in the
Qualified Plans with respect to the administrative powers and
duties of the Committee, expense of administration, and
procedures for filing claims, also shall be applicable with
respect to this Plan.

ARTICLE VIII
AMENDMENT OR TERMINATION

8.1. Amendment of Termination. The Company intends the Plan to
be permanent but reserves the right to amend or terminate the
Plan at any time. Any such amendment or termination shall be
made pursuant to a resolution of the Board and shall be effective
as of the date of such resolution.

8.2. Effect of Amendment or Termination. No amendment or
termination of the Plan shall directly or indirectly reduce the
balance of any Account held hereunder as of the effective date of
such amendment or termination. Upon termination of the Plan,
distribution of amounts in a Participant's Account shall be made
to the Participant or his or her beneficiary in the manner and at
the time described in Article VI of the Plan. No additional
contributions shall be made to the Account of a Participant after
termination of the Plan, but the Company shall continue to credit
gains and losses to participants' Accounts pursuant to Article V,
until the balance of such Accounts have been fully distributed to
each Participant or beneficiary, as applicable.

ARTICLE IX
GENERAL PROVISIONS

9.1. Participant's Rights Unsecured. Except as otherwise set
forth in Section 9.2, the Plan at all times shall be entirely
unfunded and no provision shall at any time be made with respect
to segregating any assets of the Company or its Affiliates for
payment of any distributions hereunder. The right of a
Participant or beneficiary to receive a distribution hereunder
shall be an unsecured claim against the general assets of the
Company or its Affiliates, and neither the Participant nor any
beneficiary shall have any rights in or against any specific
assets of the Company or its Affiliates. All amounts credited to
the Accounts of Participants shall constitute general assets of
the Company and may be disposed of by the Company at such time
and for such purposes as it may deem appropriate.

9.2. Trust Agreement. All rights under this Plan shall at all
times be entirely unfunded, and no provision shall at any time be
made with respect to segregating any assets of the Company or any
Employer for payment of any amounts due hereunder. No
Participant or beneficiary under the Plan shall have any interest
in or rights against any specific assets of the Company or any
Employer, and all Participants and beneficiaries shall have only
the rights of general unsecured creditors of the Company and the
applicable Employer. Notwithstanding the preceding provisions of
the Section, the Company, in its discretion shall have the right,
at any time and from time to time, to cause amounts payable to
any Participant or beneficiary hereunder to be paid to the
trustee of a Trust established by the Company for the benefit of
Participants or their beneficiaries. Such Trust shall contain
terms and conditions to insure that the trust assets will be
subject to creditors of the Company, but will otherwise be
available only to pay benefits to Participants and beneficiaries
pursuant to the terms of the Plan, and will contain such other
provisions as are necessary to assure the transfers to the trust,
and earnings on trust assets, will not constitute taxable income
to any Participant or beneficiary pursuant to applicable
provisions of the Code.

9.3. General Conditions. Except as otherwise expressly provided
herein, all terms and conditions of the Qualified Plans
applicable to a Qualified Plan Compensation Deferral, Qualified
Plan Matching, Qualified Plan Pension, or Qualified Plan Profit
Sharing Contribution will also be applicable to an Eligible
Employee's Deferral, Supplemental Matching, Supplemental Pension,
or a Supplemental Profit Sharing Contribution, to be made
hereunder. Any Qualified Plan Compensation deferral, Qualified
Plan Matching, Qualified Plan Pension, or Qualified Plan Profit
Sharing Contribution, or any other contributions to be under the
Qualified Plans, shall be made solely in accordance with the
terms and conditions of the Qualified Plans, and nothing in the
Plan shall operate or be construed in any way to modify, amend or
affect the terms and provisions of the Qualified Plans.

9.4. No Guaranty of Benefits. Nothing contained in the Plan
shall constitute a guaranty by the Company or any Affiliate or
any other person or entity that the assets of the Company or any
Affiliate will be sufficient to pay any benefit hereunder.

9.5. No Enlargement of Employee Rights. No Participant shall
have any right to receive a distribution of contributions made
under the Plan except in accordance with the terms of the Plan.
Establishment of the Plan shall not be construed to give
Participant the right to be retained in the service of the
Company or any Affiliate Company.

9.6. Spendthrift Provision. No interest of any person or entity
in, or right to receive a distribution under, the Plan shall be
subject in any manner to sale, transfer, assignment, pledge,
attachment, garnishment, or other alienation or encumbrance of
any kind; nor may such interest or right to receive a
distribution be taken, either voluntarily or involuntarily for
the satisfaction of the debts of, or other obligations or claims
against, such person or entity, including claims for alimony,
support, separate maintenance and claims in bankruptcy
proceedings.

9.7. Applicable Law. To the extent the laws of the United
States do not apply, the Plan shall be construed and administered
under the laws of the State of Ohio, other than its laws
respecting choice of law.

9.8. Incapacity of Recipient. If any person entitle to a
distribution under the Plan is deemed by the Company or its
designed to be incapable of personally receiving and giving a
valid receipt for such payment, then, unless and until claim
therefor shall have been made by a duly appointed guardian or
other legal representative of such person, the Company or its
designed may provide for such payment or any part thereof to be
made to any other person or institution then contributing toward
or providing for the care and maintenance of such person. Any
such payment shall be a payment for the account of such person
and a complete discharge of any liability of the Company, its
designed and the Plan therefor.

9.9. Corporate Successors. The Plan shall not be automatically
terminated by a transfer or sale of assets of the Company, or by
the merger or consolidation of the Company into or with any other
corporation or other entity, but the Plan shall be continued
after such sale, merger or consolidation only if and to the
extent that the transferee, purchaser or successor entity agrees
to continue the Plan. If the Plan is not continued by the
transferee, purchaser or successor entity, then the Plan shall
terminate subject to the provisions of Section 8.2.

9.10. Unclaimed Benefit. In the event that all, or any portion,
of the distribution payable to a Participant or beneficiary
hereunder shall, at the expiration of five years after it shall
become payable, remain unpaid solely by the reason of the
inability of the Company or its designed, after sending a
registered letter, return receipt requested, to the last known
address, and after further diligent effort, to ascertain the
whereabouts of such Participant or beneficiary, the amount so
distributable shall be treated as a forfeiture and shall be
retained by the Company as part of its general assets.

9.11. Limitations on Liability. Notwithstanding any of the
preceding provisions of the Plan, neither the Company nor any
individual acting as employee or agent of the Company shall be
liable to any Participant, former Participant, beneficiary or
other person for any claim, loss, liability or expense incurred
in connection with the Plan.

9.12. Claims Procedure. A claim for a Plan benefit shall be
deemed filed when a written communication is made by a
participant or Beneficiary, or the authorized representative of
either, which is reasonably calculated to bring the claim to the
attention of the Committee. If a claim is wholly or partially
denied, notice of such decision shall be furnished to the
claimant in writing within 90 days after receipt of the claim by
the Committee. Such notice shall set forth, in a manner
calculated to be understood by the claimant: (i) the specific
reason or reasons for the denial; (ii) specific reference to
pertinent Plan provisions on which the denial is based; (iii) a
description of any additional material or information is
necessary; and (iv) an explanation of the Plan's claims review
procedure. If no such notice is furnished to the claimant within
90 days after receipt of a claim by the Committee, such claim
shall be deemed wholly denied.

Within 90 days from the receipt of the note of denial, a claimant
may appeal such denial to the Committee for a full and fair
review. The review shall be instituted by the filing of a
written request for review by the claimant or his or her
authorized representative within the 90-day period stated above.
A request for review shall be deemed filed as of the date of
receipt of such written request by the Committee. The claimant
or his or her authorized representative shall have the right to
review all pertinent documents, may submit issues and comments in
writing and may do such other appropriate things as the Committee
may allow. The decision of the Committee shall be made not later
than 60 days after the receipt of the request for review, unless
special circumstances, such as the need to hold a hearing,
required an extension of time, in which case, a decision shall be
rendered not later than 120 days after the receipt of a request
for review. Such decision shall be final and binding on the
claimant.

9.13. Gender and Number. Words in the masculine gender shall
include the feminine and the singular shall include the plural,
and vice versa, unless qualified by the context. Any headings
used herein are included for reference only, and are not to be
construed so as to alter the terms hereof.

9.14. Indemnification. The Company and each Employer shall
indemnify and hold harmless each member of the Committee, or any
employee of the Company or an Employer, or any individual acting
as an employee or agent of either of them (to the extent not
indemnified or saved harmless under any liability insurance or
any other indemnification arrangement) from any and all claims,
losses, liabilities, costs and expenses (including attorneys'
fees) arising out of any actual or alleged act or failure to act
made in good faith pursuant to the provisions of the Plan or the
Trust, including expenses reasonable incurred in the defense of
any claim relating thereto with respect to the administration of
the Plan or the trust, except that no indemnification or defense
shall be provided to any person with respect to any conduct that
has been judicially determined, or agreed by the parties, to have
constituted willful misconduct on the part of such person, or to
have resulted in his or her receipt of personal profit or
advantage to which he or she is not entitled.

EXHIBIT 10.6

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

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.

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

Dollars in thousands, Year Ended December 31,
except per share data 1997 1996 1995

Numerator:
Net income $30,881 $25,992 $24,967
Less:
Preferred stock
dividends (605) (2,407) (2,751)
Net income available to
common shareholders (Basic) 30,276 23,585 22,216
Effect of Dilutive
Securities:
Convertible preferred stock 605 2,407 2,751

Net income (Diluted) $30,881 $25,992 $24,967

Denominator:
Weighted average common
shares outstanding
(Basic) 23,836,000 22,734,000 23,070,000
Exercise of options 279,000 221,000 97,000
Convertible preferred
stock 1,112,000 3,599,000 4,074,000
Weighted average common
shares outstanding
(Diluted) 25,227,000 26,554,000 27,241,000

Earnings Per Share:
Basic $1.27 $1.04 $0.96
Diluted $1.22 $0.98 $0.92

<PAGE>

MID AM, INC.
1997 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. Ten Year Performance Summary (Unaudited)....... S-53
- ------------------------------------------------------------------
</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 1997 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
<PAGE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
(Dollars in thousands, Percentage
except per share and ratio data) 1997 1996 Change
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------
FOR THE YEAR
Net income......................................... $30,881 $25,992 18.8%
Return on:
Average assets................................... 1.42% 1.20%
Average common shareholders' equity.............. 17.58% 15.01%

PER COMMON SHARE DATA
Basic net income................................... $1.27 $1.04 22.1%
Diluted net income................................. 1.22 0.98 24.5
Dividends.......................................... 0.60 0.55 9.1
Book value at year end............................. 7.45 7.12 4.6

AT YEAR END
Assets............................................. $2,191,875 $2,180,974 0.5%
Loans.............................................. 1,619,895 1,574,880 2.9
Deposits........................................... 1,760,312 1,832,909 (4.0)
Common shareholders' equity........................ 180,760 163,111 10.8
Total shareholders' equity......................... 180,760 193,204 (6.4)

AVERAGE FOR THE YEAR
Assets............................................. $2,177,200 $2,162,122 0.7%
Loans.............................................. 1,612,461 1,500,941 7.4
Deposits........................................... 1,752,956 1,813,889 (3.4)
Common shareholders' equity........................ 172,186 157,084 9.6
Total shareholders' equity......................... 182,449 190,598 (4.3)
- ----------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
QUARTERLY FINANCIAL HIGHLIGHTS Net Provision Basic 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>
- ----------------------------------------------------------------------------------------------------------------
1997
Fourth Quarter..................... $22,654 $1,578 $7,030 $0.29 $0.28
Third Quarter...................... 22,591 1,190 7,121 0.29 0.29
Second Quarter..................... 22,336 874 7,163 0.30 0.28
First Quarter...................... 21,945 1,885 9,567 0.40 0.37

1996
Fourth Quarter..................... $22,160 $1,597 $9,029 $0.37 $0.34
Third Quarter...................... 21,361 1,305 4,245 0.16 0.16
Second Quarter..................... 20,862 1,076 6,111 0.24 0.23
First Quarter...................... 20,531 559 6,607 0.26 0.25
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

S-2
<PAGE>

SHAREHOLDER INFORMATION

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
QUARTERLY COMMON STOCK PRICES,
DIVIDENDS AND YIELDS Book Value Dividend Dividend
1997 High Low Per Share Per Share Yield
<S> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------
Fourth Quarter................................ $25.75 $19.50 $7.45 $0.16 2.83%
Third Quarter................................. 20.25 16.70 7.33 0.15 3.25
Second Quarter................................ 16.93 15.11 7.15 0.145 3.63
First Quarter................................. 15.80 15.00 7.19 0.145 3.78
1996
- ---------------------------------------------------------------------------------------------------------------
Fourth Quarter................................ $16.59 $15.45 $7.12 $0.145 3.63%
Third Quarter................................. 16.59 15.18 6.83 0.14 3.43
Second Quarter................................ 15.50 15.08 6.74 0.13 3.46
First Quarter................................. 15.29 13.54 6.91 0.13 3.67
- ---------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
STOCK INFORMATION Common
At December 31, 1997 Stock
<S> <C>
- -----------------------------------------------------------------------------
Shares authorized........................................... 35,000,000
Shares issued............................................... 24,459,511
Treasury shares............................................. 197,206
Number of shareholders of record............................ 8,358
Closing market price per share.............................. $25.75
Book value per share........................................ $7.45
Stock exchange.............................................. NASDAQ
Stock symbol................................................ MIAM
- -----------------------------------------------------------------------------
</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 4,729 participants, or 57 percent of our
common shareholders of record. Plan information may be obtained by calling the
Shareholder Relations Department at (419) 327-6331, or by writing: Mid Am, Inc.
Dividend Reinvestment Plan, P.O. Box 428, 221 South Church Street, Bowling
Green, Ohio 43402.

S-3
<PAGE>

CORPORATE INFORMATION

<TABLE>
<S> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------
Annual Meeting
Place: ........................... The Toledo Club Date: April 24, 1998
Toledo, Ohio Time: 10:00 a.m.
Headquarters
Write: ........................... Mid Am, Inc. Telephone: (419) 327-6331
221 South Church Street
P.O. Box 428
Bowling Green, Ohio 43402
Form 10-K
Write: ........................... Mid Am, Inc. Telephone: (419) 327-6331
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
Online Information
Internet: ........................ Information concerning the
Company and its affiliates can
also be found on our website at
http://www.midaminc.com
</TABLE>

S-4
<PAGE>

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>
- -------------------------------------------------------------------------------------------------
1997
Net interest income............................. $22,654 $22,591 $22,336 $21,945
Provision for credit losses..................... 1,578 1,190 874 1,885
Net income...................................... 7,030 7,121 7,163 9,567(3)
Earnings per common share:
Basic......................................... 0.29 0.29 0.30 0.40
Diluted....................................... 0.28 0.29 0.28 0.37
Return on average total assets (1).............. 1.27% 1.29% 1.33% 1.79%
Return on average common shareholders' equity
(1)........................................... 15.57 16.04 16.60 22.51
Net interest margin (1)(2)...................... 4.47 4.50 4.55 4.49
Net charge-offs to average loans (1)............ 0.20 0.27 0.22 0.20
- -------------------------------------------------------------------------------------------------
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(4) 4,245(5) 6,111 6,607
Earnings per common share:
Basic......................................... 0.37 0.16 0.24 0.26
Diluted....................................... 0.34 0.16 0.23 0.25
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
- -------------------------------------------------------------------------------------------------
</TABLE>

(1) Calculated on an annualized basis.

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

(3) Includes a pre-tax gain of $8,703 from the sale of seven branch offices of
AmeriFirst Bank, N.A., partially offset by certain costs and other charges
related to the branch sale aggregating $2,000 on a pre-tax basis. In
addition, the Company increased its provision for credit losses by $1,000 in
response to continued loan growth.

(4) Includes a pre-tax gain of $4,568 from the sale of credit card accounts.

(5) Includes a pre-tax charge of $3,563 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"); a mortgage brokerage company,
Simplicity Mortgage Consultants, Inc. ("Simplicity"); a consumer finance
company, Mid Am Financial Services, Inc. ("MAFSI"); and a national trust bank,
Mid Am Private Trust ("MAPT"). 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 reflect the
implementation of Statement of Financial Accounting Standards No. 128 "Earnings
per Share" (see Note 1 to the consolidated financial statements) and have been
restated to reflect the stock dividend declared and paid in 1997. 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
<PAGE>

MID AM, INC. SUMMARY OF FINANCIAL DATA

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
Year Ended December 31,
(Dollars in thousands, except shares,
per share and ratio data) 1997 1996 1995 1994 1993
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF EARNINGS DATA
Interest income........................... $ 171,202 $ 164,983 $ 162,543 $ 140,571 $ 139,387
Interest expense.......................... 81,676 80,069 80,316 59,564 61,057
---------- ---------- ---------- ---------- ----------
Net interest income....................... 89,526 84,914 82,227 81,007 78,330
Provision for credit losses............... 5,527 4,537 3,002 1,224 3,991
---------- ---------- ---------- ---------- ----------
Net interest income after provision for
credit losses........................... 83,999 80,377 79,225 79,783 74,339
Non-interest and other income............. 66,569 49,501 35,955 32,554 34,002
Non-interest and other expense............ 104,052 91,419 78,416 78,579 72,962
---------- ---------- ---------- ---------- ----------
Income before income taxes................ 46,516 38,459 36,764 33,758 35,379
Applicable income taxes................... 15,635 12,467 11,797 10,505 10,698
---------- ---------- ---------- ---------- ----------
Net income................................ $ 30,881 $ 25,992 $ 24,967 $ 23,253 $ 24,681
========== ========== ========== ========== ==========
Net income available to common
shareholders............................ $ 30,276 $ 23,585 $ 22,216 $ 20,336 $ 21,763
========== ========== ========== ========== ==========
- ----------------------------------------------------------------------------------------------------------
CONSOLIDATED STATEMENT OF CONDITION DATA
(YEAR END)
Total assets.............................. $2,191,875 $2,180,974 $2,204,751 $2,078,789 $2,067,371
Securities available for sale............. 385,961 432,791 461,997 212,437 238,125
Investment and mortgage-backed
securities.............................. 252,009 270,623
Loans held for sale....................... 11,376 7,927 12,642 12,963 88,131
Loans, net of unearned income............. 1,619,895 1,574,880 1,475,651 1,433,289 1,265,945
Allowance for credit losses............... 17,625 15,672 14,859 14,722 15,157
Total deposits............................ 1,760,312 1,832,909 1,860,142 1,736,492 1,769,083
Shareholders' equity...................... 180,760 193,204 194,838 185,252 183,425
Weighted average common shares outstanding
-- basic................................ 23,836,000 22,734,000 23,070,000 23,009,000 22,610,000
Weighted average common shares outstanding
-- diluted.............................. 25,227,000 26,554,000 27,241,000 27,356,000 26,965,000
- ----------------------------------------------------------------------------------------------------------
PER COMMON SHARE DATA
Cash dividends declared................... $ 0.60 $ 0.55 $ 0.52 $ 0.49 $ 0.45
Shareholders' equity...................... 7.45 7.12 6.95 6.29 6.41
Basic:
Net income................................ 1.27 1.04 0.96 0.88 0.96
Diluted:
Net income................................ 1.22 0.98 0.92 0.85 0.92
- ----------------------------------------------------------------------------------------------------------
SELECTED FINANCIAL RATIOS
Return on average total assets............ 1.42% 1.20% 1.17% 1.14% 1.23%
Return on average common shareholders'
equity.................................. 17.58 15.01 14.51 13.88 16.39
Net interest margin....................... 4.50 4.32 4.23 4.38 4.30
Average loans to average deposits......... 91.99 82.75 81.11 76.94 71.54
Leverage ratio............................ 9.06 8.44 8.37 8.66 8.19
Average total shareholders' equity to
average total assets.................... 8.38 8.82 8.93 9.16 8.65
Allowance for credit losses to period end
loans................................... 1.09 1.00 1.01 1.03 1.20
Allowance for credit losses to total
non-performing loans.................... 387.70 236.63 173.22 231.99 170.67
Non-performing loans to period end
loans................................... 0.28 0.42 0.58 0.44 0.70
Net charge-offs to average loans.......... 0.22 0.25 0.20 0.12 0.41
- ----------------------------------------------------------------------------------------------------------
</TABLE>

S-6
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS
AND STATISTICAL INFORMATION
(Dollars in thousands, except per share data)

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 1997 increased $4,889 or 19% to $30,881, as compared to net
income in 1996 of $25,992 and $24,967 in 1995. Diluted earnings per share were
$1.22, up from $.98 in 1996 and $.92 in 1995. In 1997, return on average common
shareholders' equity was 17.58% and return on average assets was 1.42% as
compared to 15.01% and 1.20% in 1996, and 14.51% and 1.17% in 1995. The increase
in 1997 earnings was primarily due to a net pre-tax gain of $8.7 million on the
sale of $95 million of deposits and seven branch offices of AmeriFirst Bank,
N.A., an increase in gain on sale of loans at the commercial financing affiliate
of $10,035, the result of increased loan volume, an increase in mortgage banking
revenues of $3,093 caused by increased volume and profit margins in mortgage
loan sales, and an increase in other fee-based revenue. These increases were
partially offset by certain costs and other charges related to the deposit and
branch sale, which in the aggregate were $2 million on a pre-tax basis, higher
employee expense caused by the growth of MACC, the formation of MAFSI, and the
growth in other fee-based financial service businesses. The increase in 1996
earnings compared to 1995 was primarily attributable to a net pre-tax gain on
the sale of the Company's credit card portfolio of $4,568, an improved net
interest margin, and an increase in mortgage banking revenues, offset partially
by a one-time Savings Association Insurance Fund ("SAIF") assessment of $3,568
and increased employee expenses from the acquisition of various Florida
collection agencies and the formation of MACC.

The provision for credit losses increased $990 or 22% in 1997 to $5,527.
The 1996 provision for credit losses compared to 1995 was $1,535 higher, an
increase of 51%. The increases in the 1997 and 1996 provisions were due
primarily to increased loan volume occurring in each year.

ACQUISITIONS AND BUSINESS FORMATIONS

In January, 1997, MAFSI commenced operations as a consumer finance unit,
which specializes in non-conforming residential mortgage and consumer loans on a
nationwide basis. MAFSI is headquartered in Indianapolis, Indiana.

In January, 1997, MAPT was formed to provide leading edge service to
families and individuals with substantial assets and to corporate trustees by
providing a wholly-integrated approach to investment management and fiduciary
responsibilities. MAPT is headquartered in Cincinnati, Ohio.

During 1996, the Company completed its acquisition of Simplicity, an
Indiana-based mortgage brokerage company with annual revenues of approximately
$900, 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. The aggregate purchase
price of the four transactions was $1,500 and included $551 cash and the
issuance of 60,918 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
loan and leasing financing unit. MACC's lending and leasing efforts are
concentrated primarily on medical and dental equipment and practice acquisition
financing on a nationwide basis. MACC, a wholly-owned subsidiary of the Company,
is headquartered in Columbus, Ohio, with a satellite office in Los Angeles,
California. MACC sells substantially all of the loans and leases to investors in
the secondary market.

On July 31, 1995, the Company completed its merger with MFI Investments
Corp of Bryan, Ohio, a full-service, independent broker/dealer which had
approximately 250 financial consultants in over 19 states at the date of

S-7
<PAGE>

acquisition. The transaction was accounted for as a pooling-of-interests and was
consummated by the issuance of 380,581 shares of Mid Am, Inc. common stock to
MFI shareholders.

On March 1, 1995, the Company completed its merger with ASB Bankcorp, Inc.
("ASB"), parent company of $128,000 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 1,871,460 shares of Mid Am, Inc. common
stock.

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,
1997.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
Year ended December 31,
(Dollars in thousands) 1997 1996 1995
<S> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------
Interest income (1)...................................... $173,044 $166,954 $164,794
Interest expense......................................... 81,676 80,069 80,316
-------- -------- --------
Net interest income (tax equivalent basis)............... $ 91,368 $ 86,885 $ 84,478
======== ======== ========
- ---------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
1997 vs. 1996 1996 vs. 1995
-------------------- ------------------------
Change from prior year Amount Percent Amount Percent
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------
Interest income (1)................................ $6,090 3.65% $2,160 1.31%
Interest expense................................... 1,607 2.01 (247) (0.31)
------ ------
Net interest income (tax equivalent basis)......... $4,483 5.16 $2,407 2.85
====== ======
- ----------------------------------------------------------------------------------------------------------
</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 1997, 1996 and 1995. Included in interest income are amortized loan
fees of $2,600 in 1997, $1,427 in 1996 and $1,965 in 1995.

AVERAGE INTEREST-EARNING ASSET MIX

Average interest-earning assets in 1997 totaled $2,029,301 as compared with
$2,013,106 in 1996 and $1,995,004 in 1995. In 1997, average loans (including
loans held for sale) and securities available for sale, the two largest
components of interest-earning assets, comprised 80% and 19%, respectively, of
average interest-earning assets as compared to 75% and 23%, respectively, in
1996 and 73% and 23%, respectively, in 1995.

AVERAGE INTEREST-BEARING LIABILITY MIX

Average interest-bearing liabilities in 1997 totaled $1,767,673 as compared
with $1,764,738 in 1996 and $1,756,602 in 1995. In 1997, average time deposits
and savings deposits, the two largest components of interest-bearing
liabilities, comprised 56% and 22%, respectively, of average interest-bearing
liabilities as compared to 59% and 25%, respectively, in 1996, and 59% and 26%,
respectively, in 1995. Average time deposits and saving deposits decreased
during 1997 due in part to the sale of $95,000 of deposits in the first quarter
as well as a shift to wholesale funding. 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.

S-8
<PAGE>

The following table reflects the components of the Company's net interest
income for each of the three years ended December 31, 1997, 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>
- -------------------------------------------------------------------------------------------------------------------------
1997 1996 1995
- -------------------------------------------------------------------------------------------------------------------------
Interest Average Interest Average Interest
Year Ended December 31, Average Income/ Yields/ Average Income/ Yields/ Average Income/
(Dollars in thousands) Balance Expense Rates Balance Expense Rates Balance Expense
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------
ASSETS
Interest-earning assets:
Securities available for
sale...................... $ 389,148 $ 25,475 6.55% $ 461,598 $ 29,760 6.45% $ 250,886 $ 15,023
Fair value adjustment....... (1,323) (1,991) (4,754)
Investment securities:
Taxable..................... 165,773 10,793
Tax exempt.................. 53,925 4,606
Federal funds sold.......... 19,030 1,036 5.44 39,387 2,093 5.31 62,095 3,610
Loans held for sale......... 8,412 718 8.54 10,455 1,049 10.03 12,641 1,170
Loans....................... 1,612,461 145,735 9.04 1,500,941 133,887 8.92 1,450,629 129,374
Time deposits in other
banks..................... 1,573 80 5.09 2,716 165 6.08 3,809 218
---------- -------- ---------- -------- ---------- --------
Total interest-earning
assets.................... 2,029,301 173,044 8.53 2,013,106 166,954 8.30 1,995,004 164,794
-------- -------- --------
Noninterest-earning assets:
Cash and due from banks..... 71,145 69,049 66,647
Premises and equipment...... 53,231 48,980 49,530
Other assets................ 40,453 45,847 42,496
Allowance for credit
losses.................... (16,930) (14,860) (15,039)
---------- ---------- ----------
Total noninterest-earning
assets.................... 147,899 149,016 143,634
---------- ---------- ----------
Total assets................ $2,177,200 $2,162,122 $2,138,638
========== ========== ==========
LIABILITIES AND SHAREHOLDERS'
EQUITY
Interest-bearing liabilities:
Savings deposits............ $ 382,669 9,027 2.36% $ 438,274 9,745 2.22% $ 455,149 10,981
Money market accounts....... 171,197 5,420 3.17 151,887 5,286 3.48 121,459 4,230
Time deposits............... 995,032 54,854 5.51 1,037,331 58,097 5.60 1,037,277 57,316
---------- -------- ---------- -------- ---------- --------
Total interest-bearing
deposits.................. 1,548,898 69,301 4.47 1,627,492 73,128 4.49 1,613,885 72,527
Short-term borrowings....... 103,823 4,653 4.48 97,370 4,239 4.35 87,128 3,963
Debt and FHLB advances...... 114,952 7,722 6.72 39,876 2,702 6.78 55,589 3,826
---------- -------- ---------- -------- ---------- --------
Total interest-bearing
liabilities............... 1,767,673 81,676 4.62 1,764,738 80,069 4.54 1,756,602 80,316
-------- -------- --------
Noninterest-bearing
liabilities:
Demand deposits............. 204,058 186,397 174,501
Other liabilities........... 23,020 20,389 16,463
---------- ---------- ----------
Total noninterest-bearing
liabilities............... 227,078 206,786 190,964
Shareholders' equity........ 182,449 190,598 191,072
---------- ---------- ----------
Total liabilities and
shareholders' equity...... $2,177,200 $2,162,122 $2,138,638
========== ========== ==========
Net interest income (tax
equivalent basis)......... 91,368 86,885 84,478
Reversal of tax equivalent
adjustment................ (1,842) (1,971) (2,251)
-------- -------- --------
Net interest income......... $ 89,526 $ 84,914 $ 82,227
======== ======== ========
Net interest rate spread (tax
equivalent basis)........... 3.91% 3.76%
===== ====
Net interest margin (net
interest income as a
percentage of
interest-earning assets,
tax equivalent basis)..... 4.50% 4.32%
===== ====
- -------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- -------------------------------------------
1995
- -------------------------------------------
Average
Year Ended December 31, Yields/
(Dollars in thousands) Rates
<S> <C>
- -------------------------------------------
ASSETS
Interest-earning assets:
Securities available for
sale...................... 5.99%
Fair value adjustment.......
Investment securities:
Taxable..................... 6.51
Tax exempt.................. 8.54
Federal funds sold.......... 5.81
Loans held for sale......... 9.26
Loans....................... 8.92
Time deposits in other
banks..................... 5.72

Total interest-earning
assets.................... 8.26

Noninterest-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............ 2.41%
Money market accounts....... 3.48
Time deposits............... 5.53

Total interest-bearing
deposits.................. 4.49
Short-term borrowings....... 4.55
Debt and FHLB advances...... 6.88

Total interest-bearing
liabilities............... 4.57

Noninterest-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)........... 3.69%
=====
Net interest margin (net
interest income as a
percentage of
interest-earning assets,
tax equivalent basis)..... 4.23%
=====
- -------------------------------------------
</TABLE>

S-9
<PAGE>

The net interest margin increased 18 basis points to 4.50% in 1997 and
increased 9 basis points to 4.32% in 1996. The increase in the Company's net
interest margin in 1997 was due primarily to higher-yielding earning assets
resulting from increased average loan levels and the sale of certain
low-yielding securities during the first quarter of 1997. Average total loans in
1997 were $1,612,461 an increase of $111,520 or 7.4% over 1996 average total
loans of $1,500,941. The increase in the Company's net interest margin in 1996
was due primarily to changes 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.

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, 1997. 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>
- -------------------------------------------------------------------------------------------------------------------
1997 vs. 1996 1996 vs. 1995
- -------------------------------------------------------------------------------------------------------------------
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.......... $(4,671) $ 386 $(4,285) $12,617 $2,120 $14,737
Investment securities:
Taxable.............................. 0 0 0 (10,793) 0 (10,793)
Tax exempt........................... 0 0 0 (4,606) 0 (4,606)
Federal funds sold..................... (1,082) 25 (1,057) (1,320) (197) (1,517)
Interest on loans held for sale........ (205) (126) (331) (202) 81 (121)
Interest and fees on loans (1)......... 9,948 1,900 11,848 4,487 26 4,513
Time deposits in other banks........... (69) (16) (85) (63) 10 (53)
------- ------ ------- ------- ------ -------
Total interest income.................. 3,921 2,169 6,090 120 2,040 2,160
------- ------ ------- ------- ------ -------
Interest Expense:
Savings................................ (1,236) 518 (718) (407) (829) (1,236)
Money market accounts.................. 672 (538) 134 1,060 (4) 1,056
Time................................... (2,369) (874) (3,243) 3 778 781
------- ------ ------- ------- ------ -------
Total.................................. (2,933) (894) (3,827) 656 (55) 601
Short-term borrowings.................. 281 133 414 466 (190) 276
Debt and FHLB advances................. 5,087 (67) 5,020 (1,081) (43) (1,124)
------- ------ ------- ------- ------ -------
Total interest expense................. 2,435 (828) 1,607 41 (288) (247)
------- ------ ------- ------- ------ -------
Change in net interest income.......... $ 1,486 $2,997 $ 4,483 $ 79 $2,328 $ 2,407
======= ====== ======= ======= ====== =======
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Included in loan interest income are amortized loan fees of $2,600 in 1997,
$1,427 in 1996 and $1,965 in 1995.

PROVISION FOR CREDIT LOSSES

The provision for credit losses increased $990 or 22% to $5,527 in 1997.
The increase in 1997 was primarily due to additional provisions in response to
increased loan levels. The Company's allowance for credit losses as a percentage
of loans at December 31, 1997 was 1.09% as compared to 1.00% and 1.01% at
December 31, 1996 and 1995, respectively. At December 31, 1997, the Company's
allowance for credit losses represented 388% of non-performing loans as compared
to 237% and 173% at December 31, 1996 and 1995, respectively. See "Summary of
Credit Loss Experience."

S-10
<PAGE>

NON-INTEREST INCOME

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

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Percentage Change
- ---------------------------------------------------------------------------------------------------------
1997 1996
Year ended December 31, compared to compared to
(Dollars in thousands) 1997 1996 1995 1996 1995
<S> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------
Non-Interest Income:
Trust department........................ $ 2,044 $ 1,590 $ 1,337 29% 19%
Service charges on deposit accounts..... 8,575 6,878 6,200 25 11
Mortgage banking........................ 13,507 10,414 8,185 30 27
Brokerage commissions................... 6,083 9,156 9,540 (34) (4)
Collection agency fees.................. 5,053 4,213 3,399 20 24
Net gains (losses) on sales of
securities........................... (132) 1,574 350 (108) 350
Gain from sale of credit card
accounts............................. 4,568
Gain from sale of deposits and branch
offices.............................. 8,703
Net gains from sales of commercial
financing loans...................... 13,027 2,992 335
Net gains from sales of other loans..... 953 375 352 154 7
Credit card and merchant fees........... 2,039 1,961 1,696 4 16
International department fees........... 971 1,009 762 (4) 32
Banclub fees............................ 371 993 904 (63) 10
ATM card fees........................... 1,837 877 504 109 74
Credit life insurance................... 648 470 551 38 (15)
Other................................... 2,890 2,431 2,175 19 12
------- ------- -------
$66,569 $49,501 $35,955 34 38
======= ======= =======
- ---------------------------------------------------------------------------------------------------------
</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 $30,614 since 1995, of which $17,068 occurred between 1996 and
1997. 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 1997 compared to 1996 was the result of an increase in the
volume of mortgages sold and higher profit margins on sales which increased from
$413,597 to $448,705. The increase in mortgage banking revenue in 1996 compared
to 1995 was primarily attributable to an increase in the volume of mortgage
loans sold.

In February, 1997, AmeriFirst sold seven of its branch offices located in
the metropolitan Cincinnati area. The branch sale included the transfer of $95
million of deposits. The Company believes that the sale of the branches will
enable AmeriFirst to focus on its Greene County market area.

The gain on sale of credit cards which was realized in 1996 was 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 Company continues to earn fee income and incur costs
from its credit card merchant activities.

MACC increased its gain on sale of loans to $13,027 in 1997 from $2,992 in
1996. The significant increase in gains was primarily due to an increase in
volume of loans sold ($98,193 in 1997 compared to $28,466 in 1996) and to higher
profit margins. The unit commenced operations in April of 1996.

The decrease in brokerage commission fees in 1997 compared to 1996, and a
slight decrease in 1996 compared to 1995, were caused by a reduction in the
number of independent registered representatives (brokers) which occurred in the
middle of 1996 after a change in the clearinghouse used by the Company's
broker/dealer subsidiary. The Company increased the number of registered
representatives in 1997 through advertising and recruiting efforts;

S-11
<PAGE>

however, not to the level of the number of representatives prior to the
clearinghouse change. Through continuing efforts to recruit new registered
representatives, the Company expects revenues to increase in 1998 to 1995
levels.

Collection agency fee income increased $840 in 1997 compared with an
increase of $814 in 1996. The increases in 1997 and 1996 were due to increased
volume of collections, which was the result of several acquisitions in 1996, and
a small ambulance and medical billing agency acquired in 1997.

ATM card fees increased $960 to $1,837 in 1997 compared to $877 in 1996.
The increase was primarily due to the implementation of ATM access fees at the
end of 1996 and in 1997.

NON-INTEREST EXPENSE

Non-interest expense includes costs, other than interest, that are incurred
in the operations of the Company. The table below summarizes the components of
the Company's non-interest expense.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Percentage Change
- ---------------------------------------------------------------------------------------------------------
1997 1996
Year Ended December 31, compared to compared to
(Dollars in thousands) 1997 1996 1995 1996 1995
<S> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------
Non-Interest Expense:
Salaries and employee benefits......... $ 54,256 $42,564 $34,674 27% 23%
Net occupancy expense.................. 5,775 5,279 5,113 9 3
Equipment expense...................... 9,124 7,930 7,385 15 7
Brokerage commissions.................. 3,597 5,604 6,608 (36) (15)
FDIC expense........................... 443 4,667 2,754 (91) 69
Marketing.............................. 3,359 2,301 2,247 46 2
Franchise taxes........................ 2,569 2,501 2,473 3 1
Telephone.............................. 2,744 2,157 1,884 27 14
Printing and supplies.................. 2,219 2,229 1,868 -- 19
Legal and other professional fees...... 3,900 2,237 1,915 74 17
Credit card merchant processing
costs............................... 2,330 1,761 1,431 32 23
Amortization of intangible assets...... 1,863 1,579 1,600 18 (1)
Postage................................ 1,669 1,626 1,442 3 13
Other.................................. 10,204 8,984 7,022 14 28
-------- ------- -------
$104,052 $91,419 $78,416 14 17
======== ======= =======
- ---------------------------------------------------------------------------------------------------------
</TABLE>

The tables below present an analysis of the components of salary and
employee benefit expense and of the number of full-time equivalent employees.

S-12
<PAGE>

Salaries and employee benefits comprise the largest component of
non-interest expense and were 52%, 47% and 44% of non-interest expense in 1997,
1996, and 1995, respectively. Salary and wages increased 24% in 1997 due to
increases in salary rates and in full-time equivalent employees, primarily at
the Company's financial service affiliates. Commissions paid to employees
increased primarily due to growth in revenues from its fee-based financial
service affiliates and higher mortgage loan originations. Salaries, wages and
commissions increased in 1996 compared to 1995 due to the formation of MACC, the
acquisition of three credit agencies in Florida, increased employee commission
expense related to higher mortgage loan origination and salary increases.
Employee benefits and retirement benefit expenses increased in 1997 and 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, 1997, the
Company had 747 employees who were receiving health care benefits. In 1997, the
Company's total health care expense was $1,603 as compared to $1,510 in 1996 and
$1,325 in 1995. The increase in health care expense in 1997 was primarily due to
an increase in the number of employees receiving health care benefits. The
increase in 1996 was the result of a higher level of claims experienced by the
Company.

Net occupancy increased 9% in 1997 compared to 1996 due to increases in
building rent and other related expenses primarily from the Company's newly
formed fee-based financial services affiliates. The increases in 1997 and 1996
equipment expense was 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 decreased in 1997 due to lower premium rates necessary to fund
servicing of FICO bonds. FDIC expense increased in 1996 due to the special
assessment of sixty-seven cents per one hundred dollars of deposits insured
through the SAIF which aggregated $3,563. At December 31, 1996, the Company had
approximately $616,000 of SAIF-based deposits which related to prior mergers and
acquisitions of thrift institutions and branches.

Marketing expense increased significantly in 1997 primarily in the
advertising, travel and public relations areas. Most of these expenses occurred
at the Company's newly-formed financial services affiliate, which primarily
generated its business through telemarketing, mailings and various business
related conferences.

Legal and other professional fees increased due to legal costs incurred in
various routine lawsuits and increased other professional fees, primarily
consulting fees related to the Company's three-year strategic plan, Mid Am 2000.

INCOME TAXES

The provision for income taxes increased to $15,635 in 1997 from $12,467 in
1996 due to an increase in pre-tax income. The effective income tax rates for
1997, 1996 and 1995 were 33.6%, 32.4% and 32.1%, respectively. The higher
effective rates in 1997 and 1996 were primarily due to a lower amount of tax
exempt income relative to taxable income. In addition, the Company became
subject to state income taxes in 1997 because of expansion of its fee-based
financial service businesses into new states.

S-13
<PAGE>

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.

Since the Company is a holding company and does not conduct operations, its
primary sources of liquidity are borrowings from outside sources and 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, 1995. As a result of these restrictions, at
December 31, 1997 dividends which could be paid to the Company by its bank
subsidiaries were limited to $13,037.

The Company's liquidity position decreased in 1997 and 1996. However, it is
management's belief that the Company's liquidity position is adequate. The
Company continues to emphasize loan originations primarily in commercial and
commercial real estate loans because of attractive yields. The funding of loans
in 1997 and 1996 and the Company's decreased emphasis of investing in securities
available for sale was responsible for the 1997 and 1996 declines in liquidity.
The Company's bank subsidiaries have lines of credit with the Federal Home Loan
Bank (FHLB) and can borrow up to $144,463, of which $77,590 is currently
outstanding. In December, 1996, the Company entered into an agreement with an
unrelated financial institution which enabled the Company to borrow up to
$20,000 for a period of one year. The agreement was renewed in December, 1997
and permits the Company to borrow up to $25,000 through December 30, 1998. At
December 31, 1997, $15,000 was borrowed against the available credit facility.

During the second quarter of 1997, the Company issued, through a special
purpose subsidiary, $27,500 of 10.20% Trust Preferred Securities. The mandatory
redemption date of the securities is June 1, 2027. However, the Company may
redeem the securities commencing June 1, 2007 at a redemption price of 105.10%
of the face value of the capital securities and thereafter at a premium which
declines annually. On or after June 1, 2017, the capital securities may be
redeemed at face value. The capital securities are reflected as long-term debt
in the Company's financial statements; however, for regulatory purposes the
capital securities are considered Tier I capital.

On January 16, 1998, the Company issued $50,000 of 7.08% subordinated
ten-year debt in a private placement transaction. The proceeds from this debt
will be used for general corporate purposes, including funding of consumer
finance subsidiary loans, reduction of borrowings under the Company's line of
credit, investment securities and the buyback of the Company's common stock
under a systematic plan for funding future stock dividends and issuance of
shares under its stock option plan. The subordinated debt is considered Tier II
capital for regulatory purposes.

As shown in the consolidated statement of cash flows presented elsewhere
herein, cash and due from banks decreased $1,595 during 1997 to $84,062 at
December 31, 1997. The decrease in 1997 is composed of $10,458 used for
investing activities and $19,646 used for financing activities, offset in part
by net cash provided by operating activities of $28,509.

S-14
<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
Dollar Change
- ----------------------------------------------------------------------------------------------------------
1997 1996
Year Ended December 31, compared to compared to
(Dollars in thousands) 1997 1996 1995 1996 1995
<S> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------
Operating activities:
Net income......................... $ 30,881 $ 25,992 $ 24,967 $ 4,889 $ 1,025
Provisions for credit losses,
depreciation and amortization... 15,195 13,581 11,852 1,614 1,729
Proceeds from sales of mortgages
and other loans held for sale... 570,949 449,672 302,655 121,277 147,017
Mortgages and other loans
originated for sale............. (556,690) (437,680) (301,399) (119,010) (136,281)
--------- --------- --------- --------- ---------
Net cash provided by secondary
market activity............... 14,259 11,992 1,256 2,267 10,736
Net gains on sales of assets....... (33,897) (16,885) (5,962) (17,012) (10,923)
Other items........................ 2,071 7,896 (8,553) (5,825) 16,449
--------- --------- --------- --------- ---------
Net cash provided by operating
activities.................... $ 28,509 $ 42,576 $ 23,560 $ (14,067) $ 19,016
========= ========= ========= ========= =========
- ----------------------------------------------------------------------------------------------------------
</TABLE>

Net cash provided by operating activities decreased in 1997 compared to
1996 primarily from increased net gains on the sale of assets, including the
gain from the sale of branch offices ($225) and the premium from deposits sale
($8,703) where proceeds from these sales are reflected in investing and
financial activities. Cash flows from both sales of mortgages and other loans
and originations of these loans increased substantially in 1997 and 1996. Of
$121,277 and $119,010 increases in 1997 proceeds and cash origination costs,
respectively, $82,754 and $68,392 related to increases in MACC loan sales and
originations, respectively. The increase in cash provided by operating
activities in 1996 compared to 1995 was due primarily to the increase in cash
generated in mortgage banking activities and a decrease in interest receivable
and other assets of $12,777.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
Dollar Change
- ----------------------------------------------------------------------------------------------------------
1997 1996
Year Ended December 31, compared to compared to
(Dollars in thousands) 1997 1996 1995 1996 1995
<S> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------
Investing activities:
Net increase in loans............... $ (78,689) $(207,138) $(86,949) $128,449 $(120,189)
Proceeds from sales of portfolio
loans............................ 30,309 38,021 41,580 (7,712) (3,559)
--------- --------- -------- -------- ---------
Net loan activities.............. (48,380) (169,117) (45,369) 120,737 (123,748)
Proceeds from securities
activities....................... 180,934 142,868 104,087 38,066 38,781
Purchases of securities............. (123,301) (43,390) (87,145) (79,911) 43,755
--------- --------- -------- -------- ---------
Net securities activities........ 57,633 99,478 16,942 (41,845) 82,536
Purchases of bank premises and
equipment........................ (12,994) (7,765) (6,063) (5,229) (1,702)
Net change in federal funds sold
position......................... (10,090) 68,082 (64,398) (78,172) 132,480
Other items......................... 3,373 3,084 1,451 289 1,633
--------- --------- -------- -------- ---------
Net cash used for investing
activities..................... $ (10,458) $ (6,238) $(97,437) $ (4,220) $ 91,199
========= ========= ======== ======== =========
- ----------------------------------------------------------------------------------------------------------
</TABLE>

Comparing 1997 to 1996, net cash used for investing activities increased
slightly. The rate of growth in loans slowed in 1997 compared to 1996. The
decrease in securities available for sale in 1997 was also lower than the
decrease experienced in 1996, as the need for funding loans was lower. For 1996,
loan balances increased significantly, which was partially funded by the sale of
securities and federal funds sold. Net cash used for investing activities

S-15
<PAGE>

decreased $91,199 from 1995 to 1996 primarily due to the decrease in federal
funds sold and increases in net loan activities offset by a decrease in net
securities activities.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
Dollar Change
- --------------------------------------------------------------------------------------------------------
1997 1996
Year Ended December 31, compared to compared to
(Dollars in thousands) 1997 1996 1995 1996 1995
<S> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------
Financing activities:
Net change in deposit activities..... $ (63,846) $(27,233) $123,650 $(36,613) $ (150,883)
Proceeds from long-term and net
short-term borrowings............. 137,889 18,157 56,433 119,732 (38,276)
Repayments of long-term borrowings... (47,163) (19,058) (66,050) (28,105) 46,992
Cash dividends paid.................. (14,959) (14,851) (14,862) (108) 11
Preferred stock retired, treasury
stock acquisitions and other
items............................. (31,567) (10,296) (8,171) (21,271) (2,125)
--------- -------- -------- -------- -----------
Net cash (used for) provided by
financing activities............. $ (19,646) $(53,281) $ 91,000 $ 33,635 $ (144,281)
========= ======== ======== ======== ===========
- --------------------------------------------------------------------------------------------------------
</TABLE>

Net cash used for financing activities of $19,646 for 1997 was primarily
due to a reduction in deposits from the sale at AmeriFirst, cash dividends paid,
buyback of the Company's common and preferred stocks offset by net proceeds from
short and long-term borrowings, which includes the $27,500 trust preferred
securities.

Comparing 1997 with 1996, the decrease in net cash used for financing
activities was primarily due to the increase in borrowings in 1997 offset
partially by the decline in deposits. Net cash used for financing activities
increased $144,281 from 1995 to 1996, primarily due to a net increase in deposit
balances in 1995 compared to a decrease in bank deposits in 1996. The decrease
in bank deposits in 1996 was primarily attributable to the Company using
alternative lower cost funds instead of higher rate deposits, primarily
certificates of deposit.

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.

At December 31, 1997, 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, 1997 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
S-16
<PAGE>

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 1998. The Company's Asset/Liability Management Committee
monitors the interest rate sensitivity position and currently intends to
maintain a slightly positive gap during 1998 primarily as a result of the
Company's view of the economy and the anticipated interest rate scenario for
1998.

<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).................... $532,071 $166,643 $278,928 $597,773 $ 44,480 $1,619,895
Securities available for
sale....................... 66,172 21,034 48,970 179,074 70,711 385,961
Loans held for sale.......... 11,376 11,376
Federal funds sold........... 14,566 14,566
Interest-bearing deposits in
other banks................ 1,728 1,728
-------- -------- -------- -------- -------- ----------
Total........................ $625,913 $187,677 $327,898 $776,847 $115,191 $2,033,526
======== ======== ======== ======== ======== ==========
Interest-bearing liabilities:
Interest-bearing deposits.... $453,911 $177,624 $271,360 $635,774 $ 1,202 $1,539,871
Short-term borrowings, debt
and FHLB advances.......... 157,256 1,243 5,537 25,028 36,714 225,778
-------- -------- -------- -------- -------- ----------
Total........................ $611,167 $178,867 $276,897 $660,802 $ 37,916 $1,765,649
======== ======== ======== ======== ======== ==========
Interest rate sensitivity
gap........................ $ 14,746 $ 8,810 $ 51,001 $116,045 $ 77,275 $ 267,877
Cumulative interest rate
sensitivity gap............ 14,746 23,556 74,557 190,602 267,877
Cumulative interest rate
sensitivity gap as a
percentage of total
interest-earning assets.... 0.73% 1.16% 3.67% 9.37% 13.17%
- -----------------------------------------------------------------------------------------------------------
</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.

At December 31, 1997, a minimum Tier I capital ratio of 4.00% and a total
capital ratio of 8.00% were required. The Company's qualifying capital at
December 31, 1997 exceeded 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. Included in Tier I capital are

S-17
<PAGE>

$27,500 of 10.20% capital securities issued by the Company through a special
purpose trust subsidiary in 1997. The following table presents the various
capital and leverage ratios of the Company.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
December 31,
(Dollars in thousands) 1997 1996 1995
<S> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------
Total adjusted average assets for leverage ratio........ $2,183,157 $2,172,679 $2,165,421
Risk-weighted assets and off-balance-sheet financial
instruments for capital ratio......................... 1,889,799 1,681,787 1,541,004
Tier I capital.......................................... 197,893 183,422 181,263
Total risk-based capital................................ 218,567 199,712 196,122
Leverage ratio.......................................... 9.06% 8.44% 8.37%
Tier I capital ratio.................................... 10.47 10.91 11.76
Total capital ratio..................................... 11.57 11.87 12.73
- ------------------------------------------------------------------------------------------------------
</TABLE>

Capital ratios applicable to the Company's banking subsidiaries at December
31, 1997 were as follows.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
Total
Tier I 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............................................... 8.02 9.57 10.63
First National............................................ 7.71 10.24 10.97
AmeriCom.................................................. 6.99 9.31 10.51
AmeriFirst................................................ 8.09 11.71 12.91
Adrian.................................................... 6.68 9.53 10.78
- -------------------------------------------------------------------------------------------------
</TABLE>

As indicated in the "Liquidity" section above, the Company issued $50,000
of 7.08% subordinated debt in a private placement transaction subsequent to
December 31, 1997. For regulatory capital purposes, the debt will be considered
Tier II capital.

SECURITIES AVAILABLE FOR SALE

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, 1997.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Carrying Value at Market
- ----------------------------------------------------------------------------------------------------
(Dollars in thousands) Cost 1997 1996 1995
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------
U.S. Treasury securities............................ $ 63,887 $ 64,255 $ 56,591 $ 73,792
Securities of other U.S. Government agencies and
corporations...................................... 55,755 55,740 46,765 67,526
Mortgage-backed securities.......................... 185,523 186,537 249,454 230,417
Obligations of states and political subdivisions.... 41,552 42,509 45,640 58,996
Other securities.................................... 35,878 36,920 34,341 31,266
-------- -------- -------- --------
Total............................................... $382,595 $385,961 $432,791 $461,997
======== ======== ======== ========
- ----------------------------------------------------------------------------------------------------
</TABLE>

The 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.

S-18
<PAGE>

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 the U.S. Treasury, U.S. Government agencies and
substantially all mortgage-backed securities issued by Federal Home Loan
Mortgage Corporation ("FHLMC"), Federal National Mortgage Association ("FNMA")
and Government National Mortgage Association.

The following table shows the contractual maturities and weighted average
yields of the Company's securities available for sale as of December 31, 1997.
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..... $13,964 5.46% $ 43,061 5.96% $ 7,230 6.17%
Securities of other U.S.
Government agencies and
corporations............... 7,014 5.37 34,592 6.27 9,526 6.30 $ 4,608 6.77%
Mortgage-backed securities... 1,265 6.18 16,229 6.44 36,388 6.30 132,655 6.59
Obligations of states and
political subdivisions..... 5,490 6.76 27,249 7.59 7,246 7.71 2,524 8.18
Other securities............. 203 10.50 36,717 8.23
------- -------- ------- --------
Total...................... $27,936 5.76 $121,131 6.48 $60,390 6.45 $176,504 6.96
======= ======== ======= ========
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

S-19
<PAGE>

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) 1997 1996 1995 1994 1993
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------------
Real estate loans:
Construction....... $ 78,738 4.9% $ 72,416 4.6% $ 63,086 4.3% $ 69,942 4.9% $ 39,150 3.1%
Residential
mortgage......... 494,444 30.5 524,704 33.3 580,004 39.3 598,989 41.7 534,229 42.1
Non-residential
mortgage......... 461,885 28.5 418,781 26.6 305,710 20.7 272,715 19.0 249,406 19.7
Commercial, financial
and agricultural
loans.............. 385,629 23.8 379,268 24.1 357,290 24.2 327,871 22.8 294,297 23.2
Installment and credit
card loans......... 193,295 11.9 175,742 11.1 164,055 11.1 155,380 10.8 138,534 10.9
Other loans.......... 7,182 0.4 5,384 0.3 6,335 0.4 10,040 0.8 11,690 1.0
---------- ----- ---------- ----- ---------- ----- ---------- ----- ---------- -----
Total loans........ 1,621,173 100.0 1,576,295 100.0 1,476,480 100.0 1,434,937 100.0 1,267,306 100.0
===== ===== ===== ===== =====
Less:
Unearned interest.... (9) (14) (22) (38) (50)
Unamortized loan
fees............... (1,269) (1,401) (807) (1,610) (1,311)
Allowance for credit
losses............. (17,625) (15,672) (14,859) (14,722) (15,157)
---------- ---------- ---------- ---------- ----------
Total net loans.... $1,602,270 $1,559,208 $1,460,792 $1,418,567 $1,250,788
========== ========== ========== ========== ==========
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Real estate loans, including construction and mortgage loans, approximated
64% of total loans at December 31, 1997. 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%.

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 (12%) 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 sold
substantially all of its credit card loans in the fourth quarter of 1996. 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.

S-20
<PAGE>

The following table shows the amount of commercial, financial and
agricultural loans and real estate construction loans outstanding as of December
31, 1997 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 But After 5 Years But
(Dollars in thousands) Within 1 Year Within 5 Years Within 10 Years After 10 Years
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Commercial, financial and
agricultural....................... $211,674 $ 98,852 $47,225 $27,878
Real estate -- construction.......... 62,175 3,593 4,839 8,131
-------- -------- ------- -------
Total................................ $273,849 $102,445 $52,064 $36,009
======== ======== ======= =======
- ------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Fixed Variable
(Dollars in thousands) Rate Rate
- --------------------------------------------------------------------------------
<S> <C> <C>
Due after one but within five years......................... $26,909 $ 75,536
Due after five years........................................ 14,350 73,723
------- --------
Total....................................................... $41,259 $149,259
======= ========
- --------------------------------------------------------------------------------
</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.

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) 1997 1996 1995 1994 1993
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Non-accrual....................................... $4,282 $6,550 $8,499 $6,017 $ 8,660
Restructured...................................... 264 73 79 329 221
------ ------ ------ ------ -------
Total non-performing loans........................ 4,546 6,623 8,578 6,346 8,881
Other real estate owned........................... 363 1,143 763 1,102 1,836
------ ------ ------ ------ -------
Total non-performing assets....................... $4,909 $7,766 $9,341 $7,448 $10,717
====== ====== ====== ====== =======
Loans 90 days or more past due and not on
non-accrual..................................... $2,834 $5,934 $1,253 $1,140 $ 813
====== ====== ====== ====== =======
Non-performing loans to total loans............... 0.28% 0.42% 0.58% 0.44% 0.70%
Non-performing assets to total loans plus other
real estate owned............................... 0.30 0.49 0.63 0.52 0.85
Allowance for credit losses to total
non-performing loans............................ 387.70 236.63 173.22 231.99 170.67
Allowance for credit losses to total
non-performing assets........................... 359.03 201.80 159.07 197.66 141.43
Loans 90 days or more past due and not on
non-accrual to total loans...................... 0.17 0.38 0.08 0.08 0.06
- -----------------------------------------------------------------------------------------------
</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 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 the underlying 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.

At December 31, 1997, the recorded investment on impaired loans measured in
accordance with SFAS 114 amounted to $1,442, of which $1,442 or 100% of impaired
loans have a specific allowance of $463. The average
S-21
<PAGE>

recorded investment in impaired loans for the year ended December 31, 1997 was
$2,852. Interest income recognized in 1997 related to impaired loans was $124,
of which $23 was recognized on a cash basis. At December 31, 1996, the recorded
investment in impaired loans measured in accordance with SFAS 114 amounted to
$7,241, of which $5,915 of impaired loans had a specific allowance of $2,206 and
the remaining $1,326 of impaired loans had no specific allowance because the
fair value of the collateral securing the loan exceeded the investment in the
loan. The decrease in impaired loans from 1996 to 1997 was the result of certain
1996 impaired loans paying off in 1997, and no new significant loans becoming
impaired during 1997.

The following table reflects impaired loans by type of loan.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
December 31,
(Dollars in thousands) 1997 1996
- -----------------------------------------------------------------------------
<S> <C> <C>
Commercial real estate...................................... $ 592 $3,165
Commercial.................................................. 600 3,576
Financial................................................... 250 500
------ ------
Total impaired loans........................................ $1,442 $7,241
====== ======
- -----------------------------------------------------------------------------
</TABLE>

The total amount of impaired loans using (1) the present value of expected
future cash flows was $850, and (2) the fair value of the loans' collateral was
$592. No impaired loans were valued using an observable market price at December
31, 1997.

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.

AmeriCom and First National have purchased certain lease receivables and
extended loans with an aggregate outstanding balance at December 31, 1997 of
$4,985 to The Bennett Funding Group, Inc. and related entities (Bennett) which
remain subject to the Bennett bankruptcy proceeding commenced in March, 1996. On
December 29, 1997 and January 7, 1998, the bankruptcy judge ruled that AmeriCom
and First National, respectively, are secured creditors with respect to $1,484
and $1,831, respectively, of their outstanding Bennett portfolios. In early
1998, AmeriCom and First National received $1,247 and $1,421, respectively from
the Trustee in bankruptcy pursuant to the judge's order. These decisions have
been appealed by the bankruptcy trustee and the appeals are pending. No decision
has been rendered with respect to $1,671 in loans from AmeriCom and First
National which present different issues from the issues decided by the
bankruptcy judge. Due to the complexity of the remaining legal issues,
management and the Company's legal counsel are currently unable to form an
opinion as to the likely outcome of the Banks' position with respect to the
remaining Bennett portfolio. The aggregate outstanding balance of the Bennett
portfolio after receipt of payout was $2,317 including $250 on non-accrual and
$2,067 ninety days past due and still accruing.

Loans 30 to 89 days past due, excluding non-accrual and restructured loans,
amounted to $6,752 or .42% of total loans at December 31, 1997 as compared to
$8,944 or .57% at December 31, 1996. 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 $29,106 and $31,503 at
December 31, 1997 and 1996, 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. 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

S-22
<PAGE>

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 $363 and $1,143 at December 31, 1997
and 1996, 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, 1997, the Company did not have any loan concentrations
which exceeded 10% of total loans.

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

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
December 31, 1997 Mid Am First
(Dollars in thousands) Bank National AmeriCom AmeriFirst Adrian
<S> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------
Non-accrual (1).................... $ 1,398 $ 802 $ 584 $1,344 $ 64
Restructured....................... 138 67 59
------- ------ ------ ------ --------
Total non-performing loans......... 1,398 940 651 1,344 123
Other real estate owned (2)........ 10 22
------- ------ ------ ------ --------
Total non-performing assets........ $ 1,408 $ 962 $ 651 $1,344 $123
======= ====== ====== ====== ========
Loans 90 days or more past due and
not on non-accrual............... $ 64 $ 887 $1,480 $ 37 $366
======= ====== ====== ====== ========
Non-performing loans to total
loans............................ 0.21% 0.24% 0.23% 0.88% 0.09%
Non-performing assets to total
loans plus other real estate
owned............................ 0.21 0.25 0.23 0.88 0.09
Allowance for credit losses to
total non-performing loans....... 579.61 315.00 517.51 124.48 1,205.69
Allowance for credit losses to
total non-performing assets...... 575.50 307.80 517.51 124.48 1,205.69
Net charge-offs to average loans
outstanding...................... 0.35 0.04 0.08 0.51 0.05
Allowance for credit losses to
total loans...................... 1.22 0.77 1.18 1.10 1.14
Loans 90 days or more past due and
not on non-accrual to total
loans............................ 0.01 0.23 0.52 0.02 0.28
- ------------------------------------------------------------------------------------------------------------
</TABLE>

(1) MAFSI has $90 of loans on non-accrual.

(2) The parent company has $331 of other real estate owned.

S-23
<PAGE>

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) 1997 1996 1995 1994 1993
<S> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------
Balance of allowance at beginning of
year................................ $15,672 $14,859 $14,722 $15,157 $15,718
Loans actually charged-off:
Real estate........................... 652 742 167 455 558
Commercial, financial and
agricultural........................ 2,570 2,048 2,783 2,122 4,767
Installment and credit card........... 1,611 2,694 1,429 815 1,768
Industrial development bonds.......... 67
Other................................. 68 14 14 15
------- ------- ------- ------- -------
4,901 5,498 4,379 3,406 7,175
------- ------- ------- ------- -------
Recoveries of loans previously
charged-off:
Real estate........................... 160 312 305 127 221
Commercial, financial and
agricultural........................ 588 757 727 1,059 1,082
Installment and credit card........... 533 648 446 561 816
Other................................. 46 57
------- ------- ------- ------- -------
1,327 1,774 1,478 1,747 2,119
------- ------- ------- ------- -------
Net charge-offs....................... 3,574 3,724 2,901 1,659 5,056
Addition to allowance charged to
expense............................. 5,527 4,537 3,002 2,864 3,991
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
------- ------- ------- ------- -------
Balance of allowance at end of year... $17,625 $15,672 $14,859 $14,722 $15,157
======= ======= ======= ======= =======
Net charge-offs to average loans
outstanding......................... 0.22% 0.25% 0.20% 0.12% 0.41%
Allowance for credit losses to total
loans............................... 1.09 1.00 1.01 1.03 1.20
Allowance for credit losses to total
non-performing loans................ 387.70 236.63 173.22 231.99 170.67
- ---------------------------------------------------------------------------------------------------------
</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 1994 reduction of
$1,640 in allowance occurred at First National and 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 and reduced the
allowance $1,640 in 1994.

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, without limitation, 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. 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 specific reserves

S-24
<PAGE>

assigned to individual loans. Residential mortgage and consumer portfolios are
collectively evaluated giving consideration to the 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 1997 and 1996 required additional provisions to
maintain an adequate level of the Company's allowance for credit losses to total
loans. Since 1993, the Company's asset quality has shown improvement as
non-performing assets to total loans and OREO decreased to .30% from .85%, and
the non-performing loan ratio improved to .28% from .70%. Non-performing loans
to total loans were .28%, .42%, and .58% at December 31, 1997, 1996, and 1995,
respectively. The Company's provision for credit losses increased $990 to $5,527
in 1997 compared to $4,537 in 1996.

DEPOSITS

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

[CAPTION]
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
December 31,
(Dollars in thousands) 1997 1996 1995
- -----------------------------------------------------------------------------------------------------------
Average Average Average Average Average Average
Balance Rate Balance Rate Balance Rate
<S> <C> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------
Demand
Non-interest-bearing.......... $ 204,058 $ 186,397 $ 174,501
Interest-bearing.............. 165,298 2.21% 195,089 1.90% 185,841 2.09%
Savings......................... 217,371 2.47 243,185 2.49 269,308 2.63
Money market.................... 171,197 3.17 151,887 3.48 121,459 3.48
Time............................ 995,032 5.51 1,037,331 5.60 1,037,277 5.53
---------- ---------- ----------
Total........................... $1,752,956 $1,813,889 $1,788,386
========== ========== ==========
- -----------------------------------------------------------------------------------------------------------
</TABLE>

S-25
<PAGE>

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

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------
December 31, 1997
(Dollars in thousands)
<S> <C>
- ------------------------------------------------------------------------
Three months or less........................................ $ 64,659
Over three months to six months............................. 31,927
Over six months to twelve months............................ 68,451
Over twelve months.......................................... 60,970
--------
Total....................................................... $226,007
========
- ------------------------------------------------------------------------
</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,
secured by obligations of the United States Treasury or United States government
agencies.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
Year Ended December 31,
(Dollars in thousands) 1997 1996 1995
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Average for the year:
Amount outstanding......................................... $103,823 $ 97,370 $87,128
Weighted average interest rate............................. 4.48% 4.35% 4.55%
At year end:
Amount outstanding......................................... $103,174 $ 92,805 $87,548
Weighted average interest rate............................. 4.36% 4.37% 4.43%
Maximum amount outstanding at any month-end during the
year..................................................... $121,379 $115,478 $93,579
- ------------------------------------------------------------------------------------------------
</TABLE>

YEAR 2000 SOFTWARE INITIATIVES

Management has initiated a company-wide assessment, remediation and
conversion program to address the effect of the year 2000 on the Company's
information systems and application software. The Company's Year 2000 Readiness
Project contains assessment, renovation, validation and implementation phases. A
substantial majority of the significant application software utilized by the
Company is licensed from a third-party vendor and management is working with the
vendor to ensure that the software will operate properly in the year 2000. At
this time, the estimated cost to remediate the Company's year 2000 issues is not
expected to be material.

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 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 non-banking business ventures of the Company; the ability of the Company's
broker/dealer subsidiary to recruit registered representatives; 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; the effect of the year 2000 on the Company's computer systems; 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
<PAGE>

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, 1997 and 1996, and
the results of their operations and their cash flows for each of the three years
in the period ended December 31, 1997, 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.

Price Waterhouse LLP
PRICE WATERHOUSE LLP

January 19, 1998
Toledo, Ohio

S-27
<PAGE>

MID AM, INC.
CONSOLIDATED STATEMENT OF CONDITION

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
December 31,
(Dollars in thousands) 1997 1996
- -----------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Cash and due from banks..................................... $ 84,062 $ 85,657
Interest-bearing deposits in other banks.................... 1,728 1,631
Federal funds sold.......................................... 14,566 4,476
Loans held for sale......................................... 11,376 7,927
Securities available for sale............................... 385,961 432,791
Loans, net of unearned fees and income of $1,278 and
$1,415.................................................... 1,619,895 1,574,880
Allowance for credit losses................................. (17,625) (15,672)
---------- ----------
Net loans................................................. 1,602,270 1,559,208
Bank premises and equipment................................. 53,903 50,111
Interest receivable and other assets........................ 38,009 39,173
---------- ----------
TOTAL ASSETS.............................................. $2,191,875 $2,180,974
========== ==========
LIABILITIES
Demand deposits (non-interest-bearing)...................... $ 220,441 $ 205,306
Savings deposits............................................ 545,667 593,885
Other time deposits......................................... 994,204 1,033,718
---------- ----------
Total deposits............................................ 1,760,312 1,832,909
Federal funds purchased and securities sold under agreements
to repurchase............................................. 103,174 92,805
Debt and FHLB advances...................................... 122,604 42,247
Interest payable and other liabilities...................... 25,025 19,809
---------- ----------
TOTAL LIABILITIES......................................... 2,011,115 1,987,770
---------- ----------
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 in 1996............... -- 30,093
Common stock -- stated value of $3.33 per share
Authorized -- 35,000,000 shares
Issued -- 24,459,511 and 20,887,675 shares in 1997 and
1996, respectively..................................... 81,531 69,625
Surplus..................................................... 94,594 89,299
Retained earnings........................................... 6,321 6,034
Treasury stock -- 197,206 and 46,610 common shares in 1997
and 1996, respectively.................................... (3,874) (834)
Unrealized gains (losses) on securities available for
sale...................................................... 2,188 (1,013)
---------- ----------
TOTAL SHAREHOLDERS' EQUITY................................ 180,760 193,204
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY................ $2,191,875 $2,180,974
========== ==========
- -----------------------------------------------------------------------------------------
</TABLE>

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

S-28
<PAGE>

MID AM, INC.
CONSOLIDATED STATEMENT OF EARNINGS

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Year Ended December 31,
(Dollars in thousands, except per share data) 1997 1996 1995
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------
INTEREST INCOME
Interest and fees on loans............................. $146,266 $134,721 $130,300
Interest on deposits in other banks.................... 80 165 218
Interest on federal funds sold......................... 1,036 2,093 3,610
Interest on taxable investments........................ 21,692 25,311 25,209
Interest on tax exempt investments..................... 2,128 2,693 3,206
-------- -------- --------
171,202 164,983 162,543
-------- -------- --------
INTEREST EXPENSE
Interest on deposits................................... 69,301 73,128 72,527
Interest on borrowed funds............................. 12,375 6,941 7,789
-------- -------- --------
81,676 80,069 80,316
-------- -------- --------
Net interest income.................................. 89,526 84,914 82,227
Provision for credit losses............................ 5,527 4,537 3,002
-------- -------- --------
Net interest income after provision for credit
losses............................................ 83,999 80,377 79,225
-------- -------- --------
NON-INTEREST INCOME
Trust department....................................... 2,044 1,590 1,337
Service charges on deposit accounts.................... 8,575 6,878 6,200
Mortgage banking....................................... 13,507 10,414 8,185
Brokerage commissions.................................. 6,083 9,156 9,540
Collection agency fees................................. 5,053 4,213 3,399
Net gains (losses) on sales of securities.............. (132) 1,574 350
Net gains on sales of loans at commercial financing
affiliate............................................ 13,027 2,992
Other income........................................... 18,412 12,684 6,944
-------- -------- --------
66,569 49,501 35,955
-------- -------- --------
NON-INTEREST EXPENSE
Salaries and employee benefits......................... 54,256 42,564 34,674
Net occupancy expense.................................. 5,775 5,279 5,113
Equipment expense...................................... 9,124 7,930 7,385
Other expenses......................................... 34,897 35,646 31,244
-------- -------- --------
104,052 91,419 78,416
-------- -------- --------
Income before income taxes........................... 46,516 38,459 36,764
-------- -------- --------
APPLICABLE INCOME TAXES
Current................................................ 17,668 13,488 9,587
Deferred............................................... (2,033) (1,021) 2,210
-------- -------- --------
15,635 12,467 11,797
-------- -------- --------
Net income........................................... $ 30,881 $ 25,992 $ 24,967
======== ======== ========
Net income available to common shareholders.......... $ 30,276 $ 23,585 $ 22,216
======== ======== ========
EARNINGS PER COMMON SHARE
Basic.................................................. $ 1.27 $ 1.04 $ 0.96
======== ======== ========
Diluted................................................ $ 1.22 $ 0.98 $ 0.92
======== ======== ========
- ----------------------------------------------------------------------------------------------------
</TABLE>

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

S-29
<PAGE>

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, 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 $.52
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 $.55
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
Net income for the year........... 30,881 30,881
Treasury shares acquired.......... (10,339) (10,339)
Treasury shares issued............ (262) 887 625
Dividends declared:
Preferred cash dividends........ (605) (605)
Common cash dividends of $.60
per share.................... (14,354) (14,354)
10% common stock dividend
(2,259,581 shares including
407,578 shares issued from
treasury).................... 6,173 3,019 (15,604) 6,412
Unrealized gains on securities
available for sale.............. 3,201 3,201
Preferred stock conversions....... (17,213) 5,601 11,612
Preferred stock retired........... (12,880) (8,921) (21,801)
Fractional shares and other
items........................... 132 (153) (31) (52)
------- ------- ------- -------- -------- ------- --------
Balances at December 31, 1997..... $ -- $81,531 $94,594 $ 6,321 $ (3,874) $ 2,188 $180,760
======= ======= ======= ======== ======== ======= ========
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

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

S-30
<PAGE>

MID AM, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
Year Ended December 31,
(Dollars in thousands) 1997 1996 1995
<S> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES
Net income.................................................. $ 30,881 $ 25,992 $ 24,967
Adjustments to reconcile net income to net cash provided by
operating activities:
Provision for credit losses................................. 5,527 4,537 3,002
Provision for depreciation and amortization of assets....... 9,668 9,044 8,850
Proceeds from sales of mortgage and other loans held for
sale...................................................... 570,949 449,672 302,655
Mortgage and other loans originated for sale................ (556,690) (437,680) (301,399)
Net gains on sales of assets................................ (33,897) (16,885) (5,962)
(Increase) decrease in interest receivable and other
assets.................................................... (3,145) 1,905 (10,872)
Increase in interest payable and other liabilities.......... 5,216 5,991 2,319
--------- --------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES................. 28,509 42,576 23,560
--------- --------- ---------
INVESTING ACTIVITIES
Net (increase) decrease in interest-bearing deposits in
other banks............................................... (97) 1,741 (1,140)
Net (increase) decrease in federal funds sold............... (10,090) 68,082 (64,398)
Proceeds from sales of securities available for sale........ 85,559 47,503 27,771
Proceeds from maturities and paydowns of securities
available for sale........................................ 95,375 95,365 49,105
Purchases of securities available for sale.................. (123,301) (43,390) (83,063)
Proceeds from maturities and paydowns of investment
securities................................................ 7,213
Purchases of investment securities.......................... (1,579)
Proceeds from maturities and paydowns of mortgage-backed
securities................................................ 19,998
Purchases of mortgage-backed securities..................... (2,503)
Proceeds from sales of loans................................ 30,309 38,021 41,580
Net increase in loans....................................... (78,689) (207,138) (86,949)
Proceeds from sales of other real estate owned.............. 1,492 481 1,712
Proceeds from sales of bank premises and equipment.......... 1,978 782 848
Purchases of bank premises and equipment.................... (12,994) (7,765) (6,063)
Cash acquired through acquisitions.......................... 80 31
--------- --------- ---------
NET CASH USED FOR INVESTING ACTIVITIES.................... (10,458) (6,238) (97,437)
--------- --------- ---------
FINANCING ACTIVITIES
Cash transferred in connection with the sale of branch
deposits.................................................. (84,927)
Net (decrease) increase in demand deposits and savings
accounts.................................................. (638) (18,561) 41,189
Net increase (decrease) in other time deposits.............. 21,719 (8,672) 82,461
Net increase in short-term borrowings....................... 10,369 5,257 7,412
Repayment of debt and FHLB advances......................... (47,163) (19,058) (66,050)
Proceeds from issuance of debt and FHLB advances............ 127,520 12,900 49,021
Preferred stock retired..................................... (21,801)
Proceeds from issuance of common stock...................... 625 412 793
Cash dividends paid......................................... (14,959) (14,851) (14,862)
Treasury stock acquisitions, fractional shares and other
items..................................................... (10,391) (10,708) (8,964)
--------- --------- ---------
NET CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES...... (19,646) (53,281) 91,000
--------- --------- ---------
Net (decrease) increase in cash and due from banks........ (1,595) (16,943) 17,123
Effect on cash of conforming the year-ends of pooled
entities.................................................. 145
Cash and due from banks at the beginning of the year........ 85,657 102,600 85,332
--------- --------- ---------
Cash and due from banks at the end of the year............ $ 84,062 $ 85,657 $ 102,600
========= ========= =========
Supplemental Schedule of Noncash Investing and Financing
Activities:
Securitization of loans held for sale..................... $ 6,344 $ 73,527 $ 3,685
Investment securities..................................... 66,096
Mortgage-backed investment securities transfer............ 162,477
--------- --------- ---------
Transfers to securities available for sale.............. $ 6,344 $ 73,527 $ 232,258
========= ========= =========
Transfers from loans to other real estate owned........... $ 1,329 $ 780 $ 893
========= ========= =========
Loans on other real estate owned sold..................... $ 586 $ 208 $ 16
========= ========= =========
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 gains (losses) on securities available for
sale.................................................... $ 4,924 $ (3,813) $ 11,748
Adjustment to deferred tax asset.......................... 1,723 (1,334) 4,096
--------- --------- ---------
Adjustment to shareholders' equity...................... $ 3,201 $ (2,479) $ 7,652
========= ========= =========
- -------------------------------------------------------------------------------------------------------
</TABLE>

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

S-31
<PAGE>

MID AM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

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, the Company has either acquired or
commenced businesses relating to collection activities, broker-dealer operations
and commercial finance lending. However, the revenues, operating profit and
assets of the collection business, broker-dealer business and finance company
are not material for separate disclosure. Mid Am's predominant business
continues to be banking. In 1997, the Financial Accounting Standards Board
issued Financial Accounting Standards No. 131 "Disclosures about Segments of an
Enterprise and Related Information" (SFAS 131). SFAS 131 establishes new
standards for the way public companies report information about their operating
segments in annual and interim financial statements. The Company will be
required to adopt SFAS 131 no later than December 31, 1998. SFAS 131 adopts a
"management approach" to determine operating segments and then imposes
quantitative criteria to determine which operating segments, if any, must be
reported. The Company is currently evaluating SFAS 131 and has not determined
what operating segments will be reported under the new standards' disclosure
rules which, on an annual basis, will include information regarding each
reportable operating segment's products and services, factors used to determine
reportable segments, and certain operating information such as interest revenue,
interest expense, and profit or loss of the operating segment.

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), Mid Am Private Trust, N.A.,
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, 1997 and 1996 approximated $24,151 and $27,125,
respectively.

Securities Available for Sale -- Securities classified as available for
sale are carried at market value. 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.

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, 1997, 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 $259,643 and $268,543 at
December 31, 1997 and 1996, respectively.
S-32
<PAGE>

NOTE 1. ACCOUNTING POLICIES -- CONTINUED
Mortgage Servicing Rights -- The cost of mortgage loans which 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.

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.

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. 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.

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.

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

S-33
<PAGE>

NOTE 1. ACCOUNTING POLICIES -- CONTINUED
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, 1997 and 1996 aggregated $18,007 and $18,671
respectively, and the accumulated amortization aggregated $9,093 and $7,893,
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 Activities -- Income from trust fiduciary activities 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 -- All earnings per share amounts reflect the
implementation of Statement of Financial Accounting Standards No. 128 "Earnings
per Share" (SFAS 128). SFAS 128 established new standards for computing and
presenting earnings per share and requires all prior period earnings per share
data be restated to conform with the provisions of the statement. Basic earnings
per share is computed by dividing net income available to common shareholders by
the weighted average number of shares outstanding during the period, as restated
for shares issued in business combinations accounted for as
poolings-of-interests and stock dividends. Diluted earnings per share is
computed using the weighted average number of shares determined for the basic
computation plus the number of shares of common stock that would be issued
assuming all contingently issuable shares having a dilutive effect on earnings
per share were outstanding for the period.

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

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
Year ended December 31,
(Dollars in thousands, except per share data) 1997 1996 1995
<S> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------
Numerator:
Net income............................................. $ 30,881 $ 25,992 $ 24,967
Less: Preferred stock dividends........................ (605) (2,407) (2,751)
---------- ---------- ----------
Net income available to common shareholders
(Basic)........................................... 30,276 23,585 22,216
Effect of Dilutive Securities
Convertible preferred stock............................ 605 2,407 2,751
---------- ---------- ----------
Net income (Diluted)................................. $ 30,881 $ 25,992 $ 24,967
========== ========== ==========
Denominator:
Weighted average common shares outstanding (Basic)..... 23,836,000 22,734,000 23,070,000
Exercise of options.................................... 279,000 221,000 97,000
Convertible preferred stock............................ 1,112,000 3,599,000 4,074,000
---------- ---------- ----------
Weighted average common shares outstanding (Diluted)... 25,227,000 26,554,000 27,241,000
========== ========== ==========
Earnings Per Share
Basic.................................................. $ 1.27 $ 1.04 $ 0.96
========== ========== ==========
Diluted................................................ $ 1.22 $ 0.98 $ 0.92
========== ========== ==========
- -----------------------------------------------------------------------------------------------------
</TABLE>

S-34
<PAGE>

NOTE 1. ACCOUNTING POLICIES -- CONTINUED
Transfers of Financial Assets -- Effective January 1, 1997, the Company
adopted Financial Accounting Standards Board Statement of Financial Accounting
Standards No. 125 "Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities" (SFAS 125). SFAS 125 established 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
recognizes the financial and servicing assets it controls and the liabilities it
has incurred, and derecognizes financial assets when control has been
surrendered, and derecognize liabilities when extinguished.

The Company transfers certain residential mortgage loans originated by its
bank subsidiaries and MAFSI and loans and leases originated by one of its
non-bank subsidiaries. The Company has accounted for these transfers as sales
under the provisions of SFAS 125; accordingly, the loans and leases transferred
have been derecognized. The Company had accounted for these transfers as sales
prior to the issuance of SFAS 125; therefore, the impact of adopting SFAS 125
was not material to the results of operations for the year ended December 31,
1997.

Treasury Stock -- Shares of the Company's stock are acquired for purposes
of issuance in connection with stock option plans 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. Pro forma
disclosures of compensation cost of stock-based awards 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.

Comprehensive Income -- In June 1997, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards No. 130 "Reporting
Comprehensive Income," which establishes standards for reporting of
comprehensive income and its components. This Statement will be effective for
the Company for the year ending December 31, 1998. This Statement requires that
entities classify items of other comprehensive income by their nature in a
financial statement and display the accumulated balance of other comprehensive
income separately from retained earnings and surplus in the equity section of a
statement of financial condition. Comprehensive income is composed of net income
and "other comprehensive income." Other comprehensive income includes charges or
credits to equity that are not the result of transactions with the entities'
shareholders. Currently, the only item of other comprehensive income from the
activities of the Company relate to the unrealized gains and losses of the
Company's portfolio of available for sale securities. The Company anticipates
reporting comprehensive income in the Statement of Changes in Shareholders'
Equity. Upon adoption, the financial statements of earlier periods will be
restated for comparative purposes.

NOTE 2. MERGERS, ACQUISITIONS, AND DIVESTITURES

On February 17, 1997, the Company sold seven of its branches in the
metropolitan Cincinnati area to Star Banc Corporation. The branch sale included
the transfer of $95,000 of deposits. The branch sales resulted in a pre-tax gain
of $8,703 (after-tax $5,657).

During 1996, the Company completed its acquisitions of Simplicity Mortgage
Consultants, Inc., an Indiana-based mortgage brokerage company with annual
revenues of approximately $900, and National Recovery Systems, Professional
Adjustment of Ft. Myers, and Gulf Coast Collection Bureau, Inc., Florida-based
collection agencies with annual revenues of approximately $1,000. The aggregate
purchase price of the four transactions was $1,500 and included $551 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 were accounted for as purchases.

S-35
<PAGE>

NOTE 2. MERGERS, ACQUISITIONS, AND DIVESTITURES -- CONTINUED
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 $24,400 cash in connection with this sale and recognized a pre-tax gain
of $4,658 (after-tax $2,969).

NOTE 3. SECURITIES AVAILABLE FOR SALE

The aggregate cost and carrying value at market of securities available for
sale at December 31, 1997 and 1996 are as follows:

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
Gross Gross Carrying
1997 Unrealized Unrealized Value at
(Dollars in thousands) Cost Gains Losses Market
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------
U.S. Treasury securities................... $ 63,887 $ 504 $ (136) $ 64,255
Securities of other U.S. Government
agencies and corporations................ 55,755 186 (201) 55,740
Obligations of states and political
subdivisions............................. 41,552 1,008 (51) 42,509
Equity securities.......................... 35,878 1,043 (1) 36,920
Mortgage-backed securities................. 185,523 1,696 (682) 186,537
-------- ------ ------- --------
Total.................................... $382,595 $4,437 $(1,071) $385,961
======== ====== ======= ========
- -----------------------------------------------------------------------------------------------------------
</TABLE>

<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>

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 and $162,477, 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 and ($1,553), respectively.

S-36
<PAGE>

NOTE 3. SECURITIES AVAILABLE FOR SALE -- CONTINUED
The carrying value and market value of securities available for sale at
December 31, 1997, 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..................................... $ 26,687 $ 26,670
Due after one year through five years....................... 103,967 104,903
Due after five years through ten years...................... 23,681 24,001
Due after ten years......................................... 42,737 43,850
-------- --------
197,072 199,424
Mortgage-backed securities.................................. 185,523 186,537
-------- --------
$382,595 $385,961
======== ========
- ------------------------------------------------------------------------------------------------
</TABLE>

Proceeds from sales of securities available for sale were $85,564, $47,503
and $27,771 for 1997, 1996 and 1995, respectively.

Gains of $872, $1,795 and $429 and losses of $1,004, $221 and $79 were
realized on sales of available for sale securities in 1997, 1996 and 1995,
respectively.

NOTE 4. LOANS AND ALLOWANCE FOR CREDIT LOSSES

Loans outstanding are as follows:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
December 31,
(Dollars in thousands) 1997 1996
<S> <C> <C>
- --------------------------------------------------------------------------------------------------
Real estate loans
Construction.............................................. $ 78,738 $ 72,416
Residential mortgage...................................... 494,444 524,704
Non-residential mortgage.................................. 461,885 418,781
Commercial, financial and agricultural loans................ 385,629 379,268
Installment and credit card loans........................... 193,295 175,742
Other loans................................................. 7,182 5,384
---------- ----------
Total..................................................... 1,621,173 1,576,295
Less:
Unearned income........................................... (9) (14)
Unamortized loan fees..................................... (1,269) (1,401)
Allowance for credit losses............................... (17,625) (15,672)
---------- ----------
Total net.............................................. $1,602,270 $1,559,208
========== ==========
- --------------------------------------------------------------------------------------------------
</TABLE>

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. The Company's 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
<PAGE>

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) 1997 1996 1995
<S> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------
Balance at beginning of period........................... $15,672 $14,859 $14,722
Additions (reductions):
Provision for credit losses............................ 5,527 4,537 3,002
Charge-offs............................................ (4,901) (5,498) (4,379)
Recoveries on loans charged off........................ 1,327 1,774 1,478
Other.................................................. 36
------- ------- -------
Balance at end of period................................. $17,625 $15,672 $14,859
======= ======= =======
- -------------------------------------------------------------------------------------------------------
</TABLE>

Information relating to loans determined to be impaired at December 31,
1997 and 1996 is as follows:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
As of and for year ended December 31,
(Dollars in thousands) 1997 1996
<S> <C> <C>
- --------------------------------------------------------------------------------------
Investment in impaired loans................................ $1,442 $7,241
Amount of impaired loans with specific allowance............ 1,442 5,915
Amount of impaired loans with no specific allowance......... 1,326
Average investment in impaired loans........................ 2,852 8,447
Cash basis interest income recognized on impaired loans..... 23 532
- --------------------------------------------------------------------------------------
</TABLE>

Other non-performing assets at December 31, 1997 and 1996 include other
real estate owned of $363, and $1,143, 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 1997 and 1996 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,
1997....................... $21,767 $21,654 $16,300 $(1,995) $25,126
======= ======= ======= ======= =======
Year ended December 31,
1996....................... $19,375 $23,193 $17,055 $(3,746) $21,767
======= ======= ======= ======= =======
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

S-38
<PAGE>

NOTE 5. BANK PREMISES AND EQUIPMENT

Bank premises and equipment consist of the following:

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
December 31,
(Dollars in thousands) 1997 1996
<S> <C> <C>
- ----------------------------------------------------------------------------------------------
Land and land improvements.................................. $ 9,756 $ 8,906
Buildings................................................... 45,502 43,247
Furniture and fixtures...................................... 45,842 37,646
Leasehold improvements...................................... 1,283 1,024
Construction-in-progress.................................... 646 2,737
-------- --------
103,029 93,560
Less:
Accumulated depreciation and amortization................. (49,126) (43,449)
-------- --------
$ 53,903 $ 50,111
======== ========
- ----------------------------------------------------------------------------------------------
</TABLE>

Included in the above are buildings, land and land improvements which
secure a capitalized lease with a cost of $5,386, less accumulated amortization
and depreciation of $3,549 and $3,288 at December 31, 1997 and 1996,
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 $496 in 1997, $537 in 1996, and $551 in 1995.
Rental payments for land are treated as operating lease expense. Rent expense
amounted to $1,427 in 1997, $1,516 in 1996, and $1,365 in 1995.

NOTE 6. DEPOSITS

Included in other time deposits are certificates of deposit of $100 or more
totalling $226,007 and $213,496 at December 31, 1997 and 1996, respectively.
Included in savings deposits are negotiable orders of withdrawal (NOW) accounts
totalling approximately $145,792 and $222,822 at December 31, 1997 and 1996,
respectively. The Company paid $81,322, $81,347 and $77,786 in interest on
deposits and other borrowings in 1997, 1996 and 1995, respectively.

NOTE 7. DEBT AND FHLB ADVANCES

The Company's debt and FHLB advances are composed of the following:

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
December 31,
(Dollars in thousands) 1997 1996
<S> <C> <C>
- -----------------------------------------------------------------------------------------
Short-term borrowings under bank line of credit............. $ 15,000
Borrowing under FHLB lines of credit at weighted interest
rates of 6.05% and 6.35%, respectively.................... 77,590 $39,403
Capital lease obligations................................... 2,481 2,814
Mid Am, Inc obligated mandatorily redeemable capital
securities of subsidiary trust, interest at 10.20%, due
June, 2027................................................ 27,500
Other items................................................. 33 30
-------- -------
$122,604 $42,247
======== =======
- -----------------------------------------------------------------------------------------
</TABLE>

On December 31, 1996, the Company entered into an agreement with a
financial institution which enabled the Company to borrow up to $20,000 through
December 31, 1997. The agreement was renewed in December, 1997

S-39
<PAGE>

NOTE 7. DEBT AND FHLB ADVANCES -- CONTINUED
and permits the Company to borrow up to $25,000 through December 31, 1998.
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 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, 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. The weighted average amount outstanding
under the agreement during 1997 was $9,444 and the average 1997 interest cost
was 6.40%.

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 $144,465 at December 31,
1997. Borrowings under the FHLB lines of credit are secured by FHLB stock
totalling $12,200 and $11,153 at December 31, 1997 and 1996, respectively, and
by residential mortgages totalling 150% of outstanding borrowings. The
contractual maturities of the FHLB outstanding borrowings for the five years
subsequent to December 31, 1997 are: 1998, $46,265; 1999, $8,770; 2000, $7,302;
2001, $5,416; 2002, $959; and $8,878 after 2002.

During 1997, the Company, in a private placement, issued $27,500 of 10.20%
capital securities through a wholly-owned special purpose subsidiary. The
Company's obligated mandatorily redeemable capital securities may be redeemed by
the Company prior to their mandatory June 1, 2027 redemption date commencing
June 1, 2007 at a redemption price of 105.10% of the face value the capital
securities and thereafter at a premium which declines annually. On or after June
1, 2017, the capital securities may be redeemed at face value. The Company's
mandatorily redeemable capital securities are considered to be Tier I capital.

On January 16, 1998, the Company issued $50,000 of 7.08% subordinated debt
in a private placement transaction. The subordinated debt matures in 2008. For
regulatory capital purposes, the subordinated debt will be considered Tier II
capital.

S-40
<PAGE>

NOTE 8. FAIR VALUE OF FINANCIAL INSTRUMENTS

The following presents the estimated fair value of the Company's financial
instruments at December 31, 1997 and 1996:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
1997 1996
- --------------------------------------------------------------------------------------------------------
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............. $ 100,356 $ 100,356 $ 91,764 $ 91,764
Securities available for sale..... 385,961 385,961 432,791 432,791
Loans held for sale and loans..... 1,631,271 1,582,807
Less: allowance for credit
losses......................... (17,625) (15,672)
---------- ----------
Loans held for sale and loans,
net.......................... 1,613,646 1,585,753 1,567,135 1,528,930
Liabilities
Deposits.......................... 1,760,312 1,763,450 1,832,909 1,837,381
Federal funds purchased and
securities sold under
agreements to repurchase....... 103,174 103,174 92,805 92,805
Debt and FHLB advances............ 122,604 128,661 39,433 38,891
Off-balance-sheet commitments:
Commitments to extend credit
($478,033 and $418,330 at
December 31, 1997 and 1996,
respectively).................. 476,550 416,953
- --------------------------------------------------------------------------------------------------------
</TABLE>

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.

S-41
<PAGE>

NOTE 8. FAIR VALUE OF FINANCIAL INSTRUMENTS -- CONTINUED
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.

NOTE 9. FEDERAL INCOME TAXES

The provision for income taxes consisted of the following:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
Year ended December 31,
(Dollars in thousands) 1997 1996 1995
<S> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------
Current:
Federal................................................ $17,448 $13,488 $ 9,587
State and local........................................ 220
------- ------- -------
17,668 13,488 9,587
------- ------- -------
Deferred:
Federal................................................ (1,960) (1,021) 2,210
State and local........................................ (73)
------- ------- -------
(2,033) (1,021) 2,210
------- ------- -------
Total applicable income taxes............................ $15,635 $12,467 $11,797
======= ======= =======
- -------------------------------------------------------------------------------------------------------
</TABLE>

S-42
<PAGE>

NOTE 9. FEDERAL INCOME TAXES -- CONTINUED
The deferred tax assets/liabilities consist of the following at December
31, 1997 and 1996:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
December 31,
(Dollars in thousands) 1997 1996
<S> <C> <C>
- ------------------------------------------------------------------------------------------
Gross deferred tax assets:
Loan loss reserve......................................... $3,385 $2,753
Unrealized losses on securities available for sale........ 576
Deferred compensation..................................... 1,130 1,007
Deferred loan fees........................................ 417 463
Other reserves............................................ 1,278 321
Other..................................................... 431 427
------ ------
6,641 5,547
------ ------
Gross deferred tax liabilities:
Bank premises and equipment............................... 1,530 1,882
Federal Home Loan Bank dividends.......................... 1,613 1,312
Mortgage servicing rights................................. 1,772 1,270
Unrealized gains on securities available for sale......... 1,174
Prepaid deposit interest.................................. 337
Prepaid expenses.......................................... 443
Loan and deposit purchase accounting adjustments -- net... 161 227
Other..................................................... 334 306
------ ------
6,584 5,777
------ ------
Net deferred tax asset (liability) at end of year........... $ 57 $ (230)
====== ======
- ------------------------------------------------------------------------------------------
</TABLE>

At December 31, 1997 and 1996 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, 1997 1996 1995
<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.................................................. (1.9) (2.8) (3.5)
Other items, net............................................ 0.5 0.2 0.6
---- ---- ----
Effective Income Tax Rate................................... 33.6% 32.4% 32.1%
==== ==== ====
- -------------------------------------------------------------------------------------------------
</TABLE>

S-43
<PAGE>

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) 1997 1996 1995
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------
Other non-interest income:
Gain from sale of credit card accounts................... $ 4,568
Gain from sale of deposits and branch offices............ $ 8,703
Credit card and merchant fees............................ 2,039 1,961 $1,696
International department fees............................ 971 1,009 762
Banclub fees............................................. 371 993 904
ATM card fees............................................ 1,837 877 504
Credit life insurance.................................... 648 470 551
Net gains on sales of other loans........................ 953 375 352
Other.................................................... 2,890 2,431 2,175
------- ------- ------
$18,412 $12,684 $6,944
======= ======= ======
- ----------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Year ended December 31,
(Dollars in thousands) 1997 1996 1995
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------
Other non-interest expense:
Brokerage commissions................................... $ 3,597 $ 5,604 $ 6,608
FDIC expense............................................ 443 4,667 2,754
Marketing............................................... 3,359 2,301 2,247
Franchise taxes......................................... 2,569 2,501 2,473
Telephone............................................... 2,744 2,157 1,884
Printing and supplies................................... 2,219 2,229 1,868
Legal and other professional fees....................... 3,900 2,237 1,915
Credit card and merchant processing costs............... 2,330 1,761 1,431
Amortization of intangible assets....................... 1,863 1,579 1,600
Postage................................................. 1,669 1,626 1,442
Other................................................... 10,204 8,984 7,022
------- ------- -------
$34,897 $35,646 $31,244
======= ======= =======
- ----------------------------------------------------------------------------------------------------
</TABLE>

The FDIC expense for the year ended December 31, 1996 includes $3,563 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.
S-44
<PAGE>

NOTE 11. RETIREMENT PLANS -- CONTINUED
The Company contributes authorized shares of its common stock to a trust
established to hold the shares on behalf of 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%, 12% and 9% in 1997, 1996 and 1995, respectively). At December 31, 1997,
the liability recorded for the participants in the plan was $290. The funding of
shares occurs in January of the succeeding year.

Expenses relating to these plans amounted to $3,593, $2,762 and $2,017 in
1997, 1996 and 1995, respectively.

NOTE 12. STOCK OPTIONS

In 1992, the Board of Directors of the Company approved the Mid Am, Inc.
1992 Stock Option Plan, and in 1997, the Board of Directors approved the Mid Am,
Inc. 1997 Stock Option Plan (collectively, the "Plans") which cover certain key
employees and all Directors of the Company and its subsidiary companies. In
1994, the 1992 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 Plans, the maximum number of option
shares which can be granted is limited to 12% 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 (in
thousands, except per share amounts):

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
(Dollars in thousands, except per share data) 1997 1996
<S> <C> <C>
- -------------------------------------------------------------------------------
Net income, as reported..................................... $30,881 $25,992
Net income, pro forma....................................... 30,550 25,810
Earnings per share, as reported............................. 1.27 1.04
Earnings per share, pro forma............................... 1.26 1.03
Fully diluted earnings per share, as reported............... 1.22 0.98
Fully diluted earnings per share, pro forma................. 1.21 0.97
- -------------------------------------------------------------------------------
</TABLE>

The fair value of the options granted in 1997 and 1996 was estimated at
$1,263 and $370 on the date of grant. The weighted average assumptions utilized
to determine the estimated fair value were:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
1997 1996
<S> <C> <C>
- --------------------------------------------------------------------------------------
Dividend yield.............................................. 3.00% 4.00%
Volatility.................................................. 0.18 0.24
Risk-free interest rate..................................... 6.15 6.05
Expected life............................................... 6.72 6.34
- --------------------------------------------------------------------------------------
</TABLE>

S-45
<PAGE>

NOTE 12. STOCK OPTIONS -- CONTINUED
The following table presents a summary of activity with respect to the
Company's stock option plan for the years ended December 31, 1997, 1996 and
1995:

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Weighted Average
Shares Exercise Price
Under Plan of Shares
<S> <C> <C>
- ----------------------------------------------------------------------------------------------------
Balance at December 31, 1994................................ 980,658 $10.25
Granted................................................... 470,701 10.29
Exercised................................................. (98,971) 8.00
Forfeited................................................. (17,795) 11.77
---------
Balance at December 31, 1995................................ 1,334,593 11.13
Granted................................................... 164,826 16.24
Exercised................................................. (43,469) 9.48
Forfeited................................................. (12,995) 13.35
---------
Balance at December 31, 1996................................ 1,442,955 11.76
Granted................................................... 479,488 18.95
Exercised................................................. (53,508) 11.00
Forfeited................................................. (18,647) 13.46
---------
Balance at December 31, 1997................................ 1,850,288 13.63
=========
- ----------------------------------------------------------------------------------------------------
</TABLE>

Shares exercisable at December 31, 1997, 1996 and 1995 were 1,250, 1,163,
and 1,106, respectively. Shares authorized under the Plans at December 31, 1997,
1996 and 1995 were 2,935, 1,608 and 1,651, respectively.

The following table summarizes information concerning outstanding and
exercisable options:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
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................ 8,632 70 months $ 5.95 8,633 $ 5.95
8 - 12................ 877,458 78 months 10.36 835,639 10.38
12 - 15................ 330,830 95 months 13.55 264,666 13.55
15 - 20................ 328,410 108 months 15.79 87,893 16.14
20 - 25................ 304,958 119 months 21.00 52,958 21.00
--------- ---------
1,850,288 1,249,789
========= =========
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

NOTE 13. COMMITMENTS AND CONTINGENCIES

The Company's brokerage subsidiary was 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 sought recovery of losses of
approximately $2,700 plus punitive damages, attorneys' fees and costs of
litigation. On August 26, 1997, the National Association of Securities Dealers
Office of Dispute Resolution denied with prejudice all claims and allegations
against the subsidiary in their entirety.

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.

S-46
<PAGE>

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. In addition, MACC retains a portion of the credit
risk on loans and leases it sells in the secondary market.

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 seven 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.

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 and dental 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. At December 31, 1997,
the outstanding balance of loans and leases sold was $176,242. A portion of the
purchase price is deferred and paid to MACC on a delayed basis. At December 31,

S-47
<PAGE>

NOTE 14. FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK -- CONTINUED
1997 and 1996, MACC recorded receivables of $4,339 and $825, respectively, for
deferred sales proceeds. Changes in the liability for recourse provisions
relating to sold loans and leases is as follows:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
Year ended December 31,
(Dollars in thousands) 1997 1996
<S> <C> <C>
- ------------------------------------------------------------------------------
Balance at beginning of period.............................. $ 618
Additions (reductions):
Provision for recourse liability.......................... 2,924 $618
Recourse claims paid...................................... (696)
Recoveries of claims paid................................. 204
------ ----
Balance at end of period.................................... $3,050 $618
====== ====
- ------------------------------------------------------------------------------
</TABLE>

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.

The following table summarizes information relating to the Company's
mortgage banking activity as of December 31, 1997 and 1996:

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
December 31,
(Dollars in thousands) 1997 1996
<S> <C> <C>
- ----------------------------------------------------------------------------------------
Amounts held in agency accounts............................. $ 11,248 $ 7,241
Amounts held in escrow accounts............................. 7,162 7,170
Mortgage banking receivables for advanced funds............. 488 497
Unpaid mortgage loan principal for loans serviced for
investors................................................. 1,533,404 1,447,428
Unpaid mortgage loan principal for loans serviced for
affiliated investors...................................... 1,876 2,747
Mortgage servicing rights, net of accumulated
amortization.............................................. 5,404 3,704
Allowance for impairment of capitalized mortgage servicing
rights.................................................... 341 76
- ----------------------------------------------------------------------------------------
</TABLE>

In 1997, 1996 and 1995, the Company sold certain servicing rights on
mortgages which had an outstanding principal balance of $96,691, $41,038 and
$31,471, respectively, and realized gains of $446, $351 and $245, respectively.
At December 31, 1997 the Company had firm commitments for the sale of
approximately $13,841 of loans held for sale. No provision for loss on the
carrying amount on loans held for sale is considered necessary at December 31,
1997.

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, 1997, that the Company and its banks
meet all capital adequacy requirements to which they are subject.

As of December 31, 1997, 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
S-48
<PAGE>

NOTE 16. REGULATORY MATTERS -- CONTINUED
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.

The Company's and its significant banks' capital ratios are presented in
the following table:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Under Prompt Corrective Action Provisions
------------------------------------------------
Actual Well Capitalized Adequately Capitalized
-----------------------------------------------------------------------
Minimum Minimum Minimum Minimum
Amount Ratio Amount Ratio Amount Ratio
<S> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------
As of December 31, 1997:
Total Capital to Risk-Weighted
Assets
Mid Am, Inc.................... $218,567 11.57% $188,980 10.00% $151,184 8.00%
Mid Am Bank.................... 80,841 10.63 76,041 10.00 60,832 8.00
First National................. 44,269 10.97 40,338 10.00 32,271 8.00
AmeriCom....................... 29,507 10.51 28,084 10.00 22,467 8.00
AmeriFirst..................... 17,994 12.91 13,937 10.00 11,150 8.00
Adrian......................... 12,551 10.78 11,648 10.00 9,318 8.00
Tier I Capital to Risk-Weighted
Assets
Mid Am, Inc.................... $197,893 10.47% $113,388 6.00% $75,592 4.00%
Mid Am Bank.................... 72,738 9.57 45,624 6.00 30,416 4.00
First National................. 41,308 10.24 24,203 6.00 16,135 4.00
AmeriCom....................... 26,138 9.31 16,850 6.00 11,233 4.00
AmeriFirst..................... 16,321 11.71 8,362 6.00 5,575 4.00
Adrian......................... 11,095 9.53 6,989 6.00 4,659 4.00
Tier I Capital to Average Assets
Mid Am, Inc.................... $197,893 9.06% $109,158 5.00% $87,326 4.00%
Mid Am Bank.................... 72,738 8.02 45,324 5.00 36,259 4.00
First National................. 41,308 7.71 26,796 5.00 21,437 4.00
AmeriCom....................... 26,138 6.99 18,701 5.00 14,961 4.00
AmeriFirst..................... 16,321 8.09 10,091 5.00 8,072 4.00
Adrian......................... 11,095 6.68 8,300 5.00 6,640 4.00
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
- ------------------------------------------------------------------------------------------------------------
</TABLE>

S-49
<PAGE>

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, 1995. As of December 31, 1997, $13,037 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 at
December 31, 1997 and 1996 and for three years then ended is as follows:

Statement of Condition

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
December 31,
(Dollars in thousands) 1997 1996
<S> <C> <C>
- ------------------------------------------------------------------------------------------
Assets:
Cash and due from banks..................................... $ 4,047 $ 1,848
Securities available for sale............................... 951 684
Investment in bank subsidiaries............................. 178,734 167,610
Investment in non-bank subsidiaries......................... 25,185 19,463
Loan to subsidiary.......................................... 7,800
Bank premises and equipment................................. 8,729 3,321
Other assets................................................ 3,508 3,820
-------- --------
Total assets.............................................. $228,954 $196,746
======== ========
Liabilities:
Debt........................................................ $ 43,351
Other liabilities........................................... 4,843 $ 3,543
-------- --------
Total liabilities......................................... 48,194 3,543
-------- --------
Shareholders' equity:
Preferred stock........................................... 30,093
Common stock.............................................. 81,531 69,625
Surplus................................................... 94,594 89,299
Retained earnings......................................... 6,321 6,034
Treasury stock............................................ (3,874) (834)
Unrealized gains (losses) on securities available for
sale................................................... 2,188 (1,013)
-------- --------
Total shareholders' equity 180,760 193,204
-------- --------
Total liabilities and shareholders' equity................ $228,954 $196,747
======== ========
- ------------------------------------------------------------------------------------------
</TABLE>

S-50
<PAGE>

NOTE 17. CONDENSED PARENT COMPANY FINANCIAL INFORMATION -- CONTINUED
Statement of Earnings

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
Year Ended December 31,
(Dollars in thousands) 1997 1996 1995
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------
Income:
Interest income............................................. $ 321 $ 202 $ 104
Dividends from bank subsidiaries............................ 30,197 18,500 38,021
Dividends from non-bank subsidiaries........................ 2,685
Management fees............................................. 8,782 7,190 5,996
Other income................................................ 70 49 351
------- ------- --------
42,055 25,941 44,472
------- ------- --------
Expenses:
Interest expense............................................ 2,419 14
Salaries and employee benefits.............................. 7,237 5,854 4,648
Net occupancy expense....................................... 300 172 195
Equipment expense........................................... 709 511 415
Other expenses.............................................. 1,859 2,276 2,162
------- ------- --------
12,524 8,827 7,420
------- ------- --------
Income before equity in undistributed net income of
subsidiaries........................................... 29,531 17,114 37,052
Equity in undistributed net income of bank subsidiaries..... 2,611 8,390 (12,418)
Equity in undistributed net income of non-bank
subsidiaries.............................................. (1,261) 488 333
------- ------- --------
Net income................................................ $30,881 $25,992 $ 24,967
======= ======= ========
Net income available to common shareholders............... $30,276 $23,585 $ 22,216
======= ======= ========
- ----------------------------------------------------------------------------------------------
</TABLE>

S-51
<PAGE>

NOTE 17. CONDENSED PARENT COMPANY FINANCIAL INFORMATION -- CONTINUED
Statement of Cash Flows

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
Year Ended December 31,
(Dollars in thousands) 1997 1996 1995
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------
Operating Activities
Net income............................................. $ 30,881 $ 25,992 $ 24,967
Adjustments to reconcile net income to net cash
provided by operating activities:
Equity in undistributed net income of bank
subsidiaries......................................... (2,611) (8,390) 12,418
Equity in undistributed net income of non-bank
subsidiaries......................................... 1,261 (488) (333)
Provision for depreciation and amortization of
assets............................................... 418 213 155
Net gains on sales of assets........................... 34 (8) 1
Increase in other assets............................... (669) (1,627) (213)
Increase (decrease) in other liabilities............... 1,300 707 1,327
-------- -------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES............ 30,614 16,399 38,322
-------- -------- --------
Investing Activities
Capital contributions to bank subsidiaries............. (2,100)
Capital contributions to non-bank subsidiaries......... (9,503) (1,707) (1,896)
Loan to subsidiary..................................... (7,800)
Proceeds from sales of securities available for sale
Purchases of securities available for sale............. (25) (142) (64)
Proceeds from sales of bank premises and equipment..... 39 30 50
Purchases of bank premises and equipment............... (5,851) (2,581) (732)
-------- -------- --------
NET CASH USED FOR INVESTING ACTIVITIES............... (25,240) (4,400) (2,642)
-------- -------- --------
Financing Activities
Proceeds from issuance of debt......................... 62,851
Repayment of debt...................................... (19,500)
Preferred stock retired................................ (21,801)
Cash dividends paid.................................... (14,959) (14,851) (14,862)
Proceeds from issuance of common stock................. 625 412 793
Treasury stock acquisitions, fractional shares and
other items.......................................... (10,391) (10,708) (8,964)
-------- -------- --------
NET CASH USED FOR FINANCING ACTIVITIES............... (3,175) (25,147) (23,033)
-------- -------- --------
Net (decrease) increase in cash...................... 2,199 (13,148) 12,647
Cash at the beginning of the year...................... 1,848 14,996 2,349
-------- -------- --------
Cash at the end of the year.......................... $ 4,047 $ 1,848 $ 14,996
======== ======== ========
Supplemental Schedule of Noncash Investing and
Financing Activities:
Unrealized gains on securities available for sale.... $ 243 $ 101 $ 46
Adjustment to deferred tax liability................. 85 35 16
-------- -------- --------
Adjustment to shareholders' equity................ $ 158 $ 66 $ 30
======== ======== ========
Affiliates unrealized gains (losses) on securities
available for sale................................ $ 3,043 $ (2,545) $ 7,622
======== ======== ========
- ----------------------------------------------------------------------------------------------------
</TABLE>

S-52
<PAGE>

MID AM, INC. TEN 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 1997 $2,177,200 $172,186 $2,029,301 $1,619,895 $1,760,312 $2,191,875
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 1997/96 0.70% 9.61% 0.80% 2.86% (3.96)% 0.50%
- ---------------------------------------------------------------------------------------------------------------
Average Growth 1997/88 8.29% 12.12% 8.23% 8.40% 6.58% 7.95%
- ---------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<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 1997 $1.27 $1.27 $0.60 $7.45 $25.75 $624,754
Common Share 1996 1.04 1.04 0.55 7.12 15.57 356,903
1995 0.96 0.96 0.52 6.95 13.56 311,233
1994 0.88 0.96 0.49 6.29 11.17 232,631
1993 0.96 1.05 0.45 6.41 10.25 197,212
1992 0.85 0.98 0.41 6.02 8.88 166,126
1991 0.36 0.38 0.40 5.30 8.07 137,674
1990 0.61 0.76 0.39 4.97 6.62 103,111
1989 0.66 0.73 0.36 4.15 8.37 104,668
1988 0.70 0.62 0.31 4.03 6.07 75,909
- ----------------------------------------------------------------------------------------------------
Annual Growth 1997/96 22.12% 10.00% 4.66% 65.40% 75.05%
- ----------------------------------------------------------------------------------------------------
Average Growth 1997/88 13.87% 7.69% 7.24% 19.43% 27.86%
- ----------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Average Common
Shares Shares Common Year-End
Outstanding Traded Shareholders Stock Cash Dividend Price/Earnings
Year (000) (000) of Record Dividends Payout Ratio Ratio
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Common Stock Data 1997 23,836 5,030 8,358 10% 47.41% 20.41x
(as originally reported) 1996 20,986 4,189 8,244 10 52.76 15.22
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-53
<PAGE>

MID AM, INC. TEN 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 1997 $237,771 $91,368 $66,569 $104,052 $30,881
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 1997/96 10.86% 5.16% 34.48% 13.82% 18.81%
- -----------------------------------------------------------------------------------------------
Average Growth 1997/88 8.98% 9.13% 24.25% 13.68% 20.30%
- -----------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<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 1997 1.42% 4.50% 63.98% 65.88% 0.66 $21
1996 1.20 4.32 54.15 67.03 0.58 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 1997/88 1.05% 4.32% 40.78% 65.14% 0.57 17.50
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<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 1997 17.58% 7.91% 345.64% 69.26%
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 1997/88 14.41% 6.81% 188.25% 21.73%
- --------------------------------------------------------------------------------------------
</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 expenses 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-54

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 owns 100 percent

1. HS and L Financial Agency, Inc.
Defiance, Ohio
Defiance Financial Corp. owns 100 percent

b. MFI Holding Company
Bryan, Ohio
First National Bank owns 100 percent

1. MFI Insurance Agency, Inc.
Archbold, Ohio
MFI Holding Company 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. 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. MFI Investments Corp
Bryan, Ohio
Mid Am, Inc. owns 100 percent

3. Mid Am Information Services, Inc.
Bowling Green, Ohio
Mid Am, Inc. owns 100 percent

4. Mid Am Recovery Services, Inc.
Clearwater, Florida
Mid Am, Inc. owns 100 percent

5. Mid Am Credit Corp.
Columbus, Ohio
Mid Am, Inc. owns 100 percent

6. Mid Am Private Trust, National Association
Cincinnati, Ohio
Mid Am, Inc. owns 100 percent

7. Mid Am Capital Trust I
Wilmington, Delaware
Mid Am, Inc. owns 100 percent

8. 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
Prospectus 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 19, 1998 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 24, 1998

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 15th day of January, 1998.

/s/ Gerald D. Aller /s/ James F. Bostdorff
Gerald D. Aller James F. Bostdorff

/s/ Wayne E. Carlin
David A. Bryan Wayne E. Carlin

/s/ D. James Hilliker /s/ Walter L. Lamb, Jr.
D. James Hilliker Walter L. Lamb, Jr.

/s/ Marilyn O. McAlear
James E. Laughlin Marilyn O. McAlear

/s/ Thomas S. Noneman /s/ Edward J. Reiter
Thomas S. Noneman Edward J. Reiter

/s/ Emerson J. Ross, Jr. /s/ Douglas J. Shierson
Emerson J. Ross, Jr. Douglas J. Shierson

/s/ Jerry L. Staley
C. Gregory Spangler Jerry L. Staley

/s/ Richard G. Tessendorf, Jr.
Robert E. Stearns Richard G. Tessendorf, Jr.

/s/ Donald D. Thomas
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-31-1996
<PERIOD-END> DEC-31-1997
<CASH> 84,062
<INT-BEARING-DEPOSITS> 1,728
<FED-FUNDS-SOLD> 14,566
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 397,337
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 1,619,895
<ALLOWANCE> 17,625
<TOTAL-ASSETS> 2,191,875
<DEPOSITS> 1,760,312
<SHORT-TERM> 103,174
<LIABILITIES-OTHER> 25,025
<LONG-TERM> 122,604
0
0
<COMMON> 81,531
<OTHER-SE> 99,229
<TOTAL-LIABILITIES-AND-EQUITY> 2,191,875
<INTEREST-LOAN> 146,266
<INTEREST-INVEST> 23,820
<INTEREST-OTHER> 1,116
<INTEREST-TOTAL> 171,202
<INTEREST-DEPOSIT> 69,301
<INTEREST-EXPENSE> 12,375
<INTEREST-INCOME-NET> 89,526
<LOAN-LOSSES> 5,527
<SECURITIES-GAINS> (132)
<EXPENSE-OTHER> 104,052
<INCOME-PRETAX> 46,516
<INCOME-PRE-EXTRAORDINARY> 46,516
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 30,881
<EPS-PRIMARY> 1.27
<EPS-DILUTED> 1.22
<YIELD-ACTUAL> 4.50
<LOANS-NON> 4,282
<LOANS-PAST> 2,834
<LOANS-TROUBLED> 264
<LOANS-PROBLEM> 29,106
<ALLOWANCE-OPEN> 15,672
<CHARGE-OFFS> 4,901
<RECOVERIES> 1,327
<ALLOWANCE-CLOSE> 17,625
<ALLOWANCE-DOMESTIC> 10,234
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 7,391

</TABLE>