ITEM 1. BUSINESS OF MID-AMERICA BANCORP
Incorporated on May 7, 1982, Mid-America Bancorp (the "Company") is a Kentucky corporation registered as a bank holding company pursuant to the Bank Holding Company Act of 1956, as amended (the "BHC Act"). The Company is registered with, and subject to, the supervision of the Board of Governors of the Federal Reserve System (the "Federal Reserve Board").
The Company's banking subsidiary, Bank of Louisville (the "Bank"), is the Company's primary subsidiary. The Bank was established as a Kentucky banking corporation on October 14, 1925, under the name "Morris Plan Industrial Bank". On July 2, 1946 the Bank's name was changed to "Bank of Louisville". The Bank merged with "Royal Bank and Trust Company" in 1963 under the name Bank of Louisville-Royal Bank and Trust Co. The Bank's name was changed to Bank of Louisville and Trust Company on March 26, 1980. On March 25, 1983, when the Bank became a wholly-owned subsidiary of the Company, the name was changed to Mid-America Bank of Louisville and Trust Company. On March 17, 1998, the name of the Bank was changed to Bank of Louisville.
The Bank is engaged in a wide range of commercial, trust, and personal banking activities including the usual acceptance of deposits for checking, savings and time deposit accounts; making of real estate, construction, commercial, home improvement and consumer loans; participating in small business loan and student loan programs; issuance of letters of credit; rental of safe deposit boxes; providing financial counseling for institutions and individuals; serving as executor of estates and as trustee under trusts and under various pension and employee benefit plans; and serving as escrow agent on bond issues.
The Company also operates a number of other subsidiaries, including Bank of Louisville, FSB, a federal savings bank ("Savings Bank"), which was organized and chartered during 1993. The Savings Bank is located in Pewee Valley and LaGrange, Kentucky, in Oldham County, and competes on the local level with other commercial banks and financial institutions in Oldham County, Kentucky for all types of deposits and loans. Another subsidiary, Mid-America Gift Certificate Company, is engaged in the issuance and sale of gift certificates throughout the United States.
Competition
Competition for banking and related financial services is active in Jefferson County, Kentucky, and other geographic areas served by the Company's subsidiaries. The Company's subsidiaries compete with other financial institutions including savings and loan associations, finance companies, mortgage banking companies, credit unions, insurance companies, brokerage firms, mutual funds, and other commercial banks. In addition, large regional banks continue to increase competition in the Company's trade territories through the acquisition of local financial institutions, the establishment of loan production offices and the solicitation of customers for credit cards and related services. At present, both price and product range are critically important in maintaining and expanding financial relationships.
Employees
As of December 31, 1999, the Company and subsidiaries employed 544 persons on a full-time basis and 83 on a part-time basis.
Supervision And Regulation
The Company and its subsidiaries are subject to an extensive system of banking laws and regulations that are intended primarily for the protection of the customers and depositors of the Company's subsidiaries rather than shareholders of the Company. These laws and regulations govern such areas as permissible activities, reserves, loans and investments, and rates of interest and fees that can be charged on loans. The Company and its subsidiaries also are subject to general U.S. federal laws and regulations and to the laws and regulations of the states in which they conduct their business. This section briefly describes selected laws and regulations applicable to the Company and its subsidiaries. The summaries of laws and regulations are not complete and are qualified in their entirety by reference to the statutes and regulations. Changes in applicable laws or regulations may have a material effect on the business of the Company.
The Company is a registered bank holding company under the BHC Act, and is subject to supervision, regulation and examination by the Federal Reserve Board. As a registered bank holding company, the Company is required to file with the Federal Reserve Board annual reports and other information regarding its business operations and the business operations of its subsidiaries. It is also subject to examination by the Federal Reserve Board and is required to obtain Federal Reserve Board approval before merging with another bank holding company or acquiring, directly or indirectly, ownership or control of any voting shares of any bank, if, after such acquisition, it would own or control, directly or indirectly, five percent or more of the voting stock of such bank unless it already owns a majority of the voting stock of such bank.
The Bank is subject to regulation and supervision, of which regular bank examinations are a part, by the Kentucky Department of Financial Institutions, Division of Banking. The Federal Deposit Insurance Corporation ("FDIC") currently insures the deposits of the Bank to a maximum of $100,000 per depositor. For this protection, the Bank pays a semi-annual statutory assessment and is subject to the rules and regulations of the FDIC pertaining to deposit insurance.
The Savings Bank is subject to regulation and supervision by the OTS, of which regular examinations are a part. The FDIC currently insures the deposits of the Savings Bank to a maximum of $100,000 per depositor.
Eton Life Insurance Company, a wholly owned subsidiary of the Company, is regulated by the Kentucky Department of Insurance and is subject to Kentucky statutes and regulations governing domestic underwriters of credit life, accident, and health insurance.
Federal law imposes certain restrictions on transactions between the Company and its nonbank subsidiaries, on the one hand, and the Bank and the Savings Bank, on the other. With certain exceptions, federal law also imposes limitations on, and requires collateral for, extensions of credit by the Bank and the Savings Bank to their non-bank affiliates, including the Company.
In November 1999, the Gramm-Leach-Bliley Act ("Gramm Act"), broadened permissible bank holding companies activities and affiliations under the BHC Act. With limited exceptions, bank holding companies had been prohibited from (i) acquiring direct or indirect ownership or control of any voting shares of any company which is not a bank or (ii) engaging in any activity other than managing or controlling banks.
The Gramm Act expressly permits affiliations among bank holding companies, depository institutions, securities firms and insurance companies within a "financial holding company" structure in specific circumstances, and establishes "functional regulation" for examination, supervision and licensing of activities by state and federal financial service regulators. The Federal Reserve Board may authorize activities that it determines are "complementary" to financial activities and do not pose a risk to the safety and soundness of depository institutions. The Gramm Act identifies the following activities as financial in nature: (a) lending; (b) insurance activities, including underwriting, agency and brokerage; (c) providing financial investment advisory services; (d) underwriting in, and acting as a broker or dealer in, securities; (e) merchant banking; and (f) insurance company portfolio investment.
Enacted in August 1989, the Financial Institutions Reform, Recovery and Enforcement Act of 1989 ("FIRREA") contains a "cross-guarantee" provision under which an insured depository institution controlled by a holding company can be assessed for losses incurred by the FDIC in connection with assistance provided to, or the failure of, any other insured depository institution controlled by the same holding company. Under Federal Reserve Board policy, the Company is expected to act as a source of financial strength to the Bank and to commit resources to support the Bank in circumstances when it might not do so, absent such policy.
The Federal Deposit Insurance Corporation Improvement Act of 1991 (the "FDIC Improvement Act") dealt with the recapitalization of the Bank Insurance Fund, deposit insurance reform, including requiring the FDIC to establish a risk-based premium assessment system, and a number of other regulatory and supervisory matters. Among other things, federal banking regulators are required to take prompt corrective action in respect of depository institutions that do not meet minimum capital requirements. The FDIC Improvement Act identifies the following capital tiers for financial institutions: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. The FDIC Improvement Act imposes progressively more restrictive constraints on operations, management and capital distributions, depending on the capital category in which an institution is classified. At December 31, 1998, the Bank and the Savings Bank were "well capitalized" under the applicable regulatory guidelines. A bank's capital category however, is determined solely for the purpose of applying the prompt corrective action rules and may not constitute an accurate representation of the bank's overall financial condition or prospects.
Now fully phased in, the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the "Act") removed state law barriers to interstate bank acquisitions and permits the consolidation of interstate banking operations. Under the Act, adequately capitalized and managed bank holding companies may acquire banks in any state, subject to Community Reinvestment Act compliance, compliance with federal and state antitrust laws and deposit concentration limits, and subject to any state laws restricting the acquisition of a bank that has not been in existence for a minimum period of up to five years. The Act also permits any bank that is controlled by a bank holding company to act as agent for an affiliated financial institution in deposit and loan transactions, regardless of whether the institutions are located in the same or different states. The Act's interstate branching provisions became operative on June 1, 1997, subject to the right of any state to adopt legislation before that date to accelerate interstate branching or prohibit it completely. The Act's interstate branching provisions permit banks to merge across state lines and, if state laws permit de novo branching, to establish a new branch as its initial entry into a state. Kentucky banks are permitted to merge with out-of-state banks to create interstate branches inside or outside Kentucky. Kentucky banks are also permitted to acquire a branch in another state if permitted by law of the other state. Kentucky does not permit de novo branching by out-of-state banks into Kentucky, and it does not permit an out-of-state bank to acquire a bank in Kentucky that has been in existence less than five years. The Savings Bank is generally permitted to open a de novo branch in any state.
The following tables set forth selected statistical information with respect to the Company and should be read in conjunction with the Company's consolidated financial statements.
DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY; INTEREST RATES AND INTEREST DIFFERENTIAL
The schedule captioned "Average Balances and Yields/Rates Tax Equivalent Basis" included on page 16 of the Company's annual report to shareholders for the year ended December 31, 1999, which is incorporated herein by reference, shows, for each major category of interest earning asset and interest bearing liability, the average amount outstanding, the interest earned or expensed on such amount and the average rate earned or expensed for each of the years in the three-year period ended December 31, 1999. The schedule also shows the average rate earned on all interest earning assets and the average rate expensed on all interest bearing liabilities, the net interest spread and the net interest margin (net interest income divided by total average interest earning assets) for each of the years in the three-year period ended December 31, 1999. Nonaccrual loans outstanding were included in calculating the rate earned on loans. Total interest income includes the effects of taxable equivalent adjustments using a tax rate of 35%.
The changes in interest income and interest expense resulting from changes in volume and changes in rates for the years ended December 31, 1999 and 1998 are shown in the schedule captioned "Interest Income and Interest Expense Volume and Rate Changes for the Years 1999 and 1998 Tax Equivalent Basis" included on page 17 of the Company's annual report to shareholders for the year ended December 31, 1999, which is incorporated herein by reference.
SECURITIES MATURITY DISTRIBUTION AND WEIGHTED AVERAGE YIELDS DECEMBER 31, 1999
The calculation of the weighted average yield is based on the average tax equivalent yield, weighted by the respective costs of the securities. Maturity categories and average yields of collateralized mortgage obligations are based on expected cash flows.
The weighted average yields on obligations of states and political subdivisions are computed on a tax equivalent basis using a marginal federal tax rate of 35% adjusted for the impact of disallowed interest expense.
LOAN PORTFOLIO (In Thousands)
The loan portfolio includes domestic loans only as the Company has no foreign loans. The Company has no other category of loans whose concentration exceeds 10% of total loans.
For amortizing loans, scheduled repayments are reported in the maturity category in which the payment is due. Demand loans and overdrafts are reported in the within one year category.
NONPERFORMING LOANS
Information with respect to the Company's nonperforming loans is included in the section captioned "Nonperforming Assets" and footnote E to the consolidated financial statements included on pages 9 and 31, respectively, of the Company's annual report to shareholders for the year ended December 31, 1999, which is incorporated herein by reference.
The allowance for loan losses is maintained at a level adequate to absorb estimated probable credit losses. Management determines the adequacy of the allowance based upon reviews of individual credits, evaluation of the risk characteristics of the loan portfolio, including the impact of current economic conditions on the borrowers' ability to repay, past collection and loss experience and such other factors, which, in management's judgment, deserve current recognition. The allowance for loan losses is increased by charges to operating earnings and reduced by charge-offs, net of recoveries. See "Provision for Loan Losses and Allowance for Loan Losses" included on pages 5 and 6 of the Company's annual report to shareholders for the year ended December 31, 1999, incorporated herein by reference, for a discussion of factors affecting loan loss experience during 1999.
RETURN ON EQUITY AND ASSETS
Selected ratios for the years 1999, 1998 and 1997 are included on the inside front cover of the Company's annual report to shareholders for the year ended December 31, 1999 and are incorporated herein by reference.
FEDERAL FUNDS PURCHASED AND SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE (Dollars In Thousands)
Federal funds purchased and securities sold under agreements to repurchase generally represent overnight borrowing transactions. The detail of these short-term borrowings for the years 1999, 1998 and 1997 follows:
ITEM 2.
ITEM 2. PROPERTIES
The Bank maintains a main office, warehouse, operations center and 28 branches in Jefferson County, Kentucky. The Bank owns 21 branch offices, leases 4 branch offices, its operations center and the main office, and owns the buildings but leases the land with regard to 3 branches. The Bank also operates 39 automated teller machines, at various locations in its traditional customer base of Jefferson County, Kentucky. The Savings Bank owns its main office facility and its branch location and operates two automatic teller machines in Oldham County, Kentucky. See footnote G to the consolidated financial statements on page 32 of the Company's annual report to shareholders for the year ended December 31, 1999, which is incorporated herein by reference, for additional information on premises, equipment and lease commitments.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
The information in footnote O to the Company's consolidated financial statements included on page 40 of the Company's annual report to shareholders for the year ended December 31, 1999, is incorporated herein by reference.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
EXECUTIVE OFFICERS OF REGISTRANT
Listed below are the names and ages as of December 31, 1999, of the Company's executive officers, positions held, and the year from which held. The Company's executive officers are elected annually by the Board of Directors and each, except Bertram W. Klein and Paul E. Henry, is employed pursuant to an employment agreement.
Year From Name Age Position Held Which Held
Bertram W. Klein 69 Chairman of the Board of 1985 the Company and the Bank. Member of the Bank Executive Committee.
R. K. Guillaume 56 Vice Chairman, Chief 1995 Executive Officer and Director of the Company and the Bank. Member of the Bank Executive Committee.
Orson Oliver 56 President and Director 1985 of the Company and the Bank. Member of the Bank Executive Committee.
David N. Klein 43 Chief Operating Officer, 1998 and Executive Vice President of the Bank. Member of the Bank Executive Committee. President of the Savings Bank.
Steven A. Small 46 Treasurer of the Company 1993 and Executive Vice President, Chief Financial Officer and member of the Executive Committee of the Bank.
Paul E. Henry 64 Executive Vice President 1989 and member of the Executive Committee of the Bank.
William J. Hornig 50 Executive Vice President 1995 and member of the Executive Committee of the Bank.
Richard B. Klein 41 Executive Vice President 1991 and member of the Executive Committee of the Bank.
Donald R. LaMar 49 Executive Vice President and 1995 member of Executive Committee of the Bank and President of Mid-America Gift Certificate Company.
David C. Meece 46 Executive Vice President 1995 and member of Executive Committee of the Bank.
Gail W. Pohn 61 Executive Vice President 1993 and member of the Executive Committee of the Bank.
John T. Rippy 38 Executive Vice President 1999 and General Counsel, and member of the Executive Committee of the Bank.
Marlyn Y. Smith 63 Executive Vice President 1995 and member of Executive Committee of the Bank.
Mr. David Klein, Executive Vice President of the Bank since 1991, was named Chief Operating Officer and Executive Vice President of the Bank in 1998.
Mr. Guillaume joined the Company and the Company's subsidiary bank in October 1995. From 1993 to September 1995, Mr. Guillaume was a Director and the President of Liberty National Bank and Trust Company of Louisville and Liberty National Bancorp, Inc. (now Bank One, Kentucky). Prior to 1993, he was Executive Vice President of these entities.
Mr. Hornig joined the Company's subsidiary bank in April 1995 as Executive Vice President - Human Resources. From October 1992 to March 1995, Mr. Hornig was Senior Vice President - Human Resources of First Colonial Bank Shares Corporation, a non- affiliate of the Company. Prior to 1992, Mr. Hornig was Director of Human Resources for Arthur J. Gallagher & Company.
Mr. LaMar joined the Company's bank subsidiary in 1985. He was elected to his current position in 1995. From 1987 to 1994 he was Senior Vice President, Operations Support.
Mr. Meece joined the Company's subsidiary bank in 1985. He was elected to his current position in 1995. From 1992 to 1994 he was Senior Vice President, Advanced Systems Development. Prior to 1992, Mr. Meece was Vice President, Information System Support Services.
Mr. Rippy joined the Company's subsidiary bank in April 1994 as Senior Vice President, Legal. In October 1998, Mr. Rippy was appointed General Counsel and in April 1999, Mr. Rippy was elected to his current position.
Ms. Smith joined the Company's subsidiary bank in 1965. She was elected to her current position in 1995. From 1987 to 1994 she was Senior Vice President, Loan Services.
All other executive officers have served the Company or the Bank in the executive officer capacities identified above for more than five years.
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SECURITY HOLDER MATTERS
The information captioned "Market for MidAmerica Bancorp's Stock and Related Security Holder Matters" included on page 21 of the Company's annual report to shareholders for the year ended December 31, 1999, is incorporated herein by reference.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The information captioned "Summary of Financial Data" included on page 19 of the Company's annual report to shareholders for the year ended December 31, 1999, is incorporated herein by reference.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Management's Discussion and Analysis of Financial Condition and Results of Operations included on pages 4 through 15 of the Company's annual report to shareholders for the year ended December 31, 1999, is incorporated herein by reference.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information captioned "Interest Rate Sensitivity Management (Market Risk)" included on pages 11 and 12 of the Company's annual report to shareholders for the year ended December 31, 1999, is incorporated herein by reference.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following consolidated financial statements of the Company and report of independent auditors included on pages 22 through 46 in the Company's annual report to shareholders for the year ended December 31, 1999, are incorporated herein by reference:
Independent Auditors' Report Consolidated balance sheets - December 31, 1999 and 1998 Consolidated statements of income - years ended December 31 1999, 1998 and 1997 Consolidated statements of changes in shareholders' equity - years ended December 31, 1999, 1998 and 1997 Consolidated statements of comprehensive income - years ended December 31, 1999, 1998 and 1997 Consolidated statements of cash flows - years ended December 31, 1999, 1998 and 1997 Notes to consolidated financial statements
The information captioned "Quarterly Financial Data" included on page 20 of the Company's annual report to shareholders for the year ended December 31, 1999, is incorporated herein by reference.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
The information appearing under the heading "EXECUTIVE OFFICERS OF REGISTRANT" appearing in Part I of this Form 10-K and the information appearing under the headings "PROPOSAL 1 - ELECTION OF DIRECTORS" and "SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE" in the Company's definitive Proxy Statement filed pursuant to Regulation 14A under the Securities Exchange Act of 1934 in connection with the Company's 2000 Annual Meeting of Shareholders to be held April 25, 2000, are incorporated herein by reference.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The information appearing under the headings "PROPOSAL 1 - ELECTION OF DIRECTORS - INFORMATION CONCERNING THE BOARD OF DIRECTORS" and "EXECUTIVE COMPENSATION" in the Company's definitive Proxy Statement filed pursuant to Regulation 14A under the Securities Exchange Act of 1934 in connection with the Company's 2000 Annual Meeting of Shareholders to be held April 25, 2000, is incorporated herein by reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information appearing under the headings "PRINCIPAL SHAREHOLDERS" and "ELECTION OF DIRECTORS" in the Company's definitive Proxy Statement filed pursuant to Regulation 14A under the Securities Exchange Act of 1934 in connection with the Company's 2000 Annual Meeting of Shareholders to be held April 25, 2000, is incorporated herein by reference.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information appearing under the headings "COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION" and "OTHER TRANSACTIONS" in the Company's definitive Proxy Statement filed pursuant to Regulation 14A under the Securities Exchange Act of 1934 in connection with the Company's 2000 Annual Meeting of Shareholders to be held April 25, 2000, is incorporated herein by reference.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
a-l Financial Statements
See Part II, Item 8 for a listing of all financial statements and the report of independent auditors which is incorporated herein by reference.
a-2 Financial Statement Schedules
All schedules normally required by Form lO-K are omitted since they are either not applicable or the required information is shown in the financial statements or the notes thereto.
a-3 Exhibits
The exhibits filed as part of this report on Form 10-K are listed on the Exhibit Index appearing on pages 25 through 27 of this annual report on Form 10-K, which are incorporated herein by reference.
b Reports on Form 8-K
There were no reports filed on Form 8-K during the fourth quarter of 1999.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
MID-AMERICA BANCORP
March 27, 2000 BY: /s/ Bertram W. Klein Bertram W. Klein Chairman of the Board
Pursuant to the requirements 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 indicated.
/s/ Bertram W. Klein Chairman of the Board March 27, 2000 Bertram W. Klein
/s/ R.K. Guillaume Chief Executive Officer March 27, 2000 R.K. Guillaume and Director
/s/ Orson Oliver President and Director March 27, 2000 Orson Oliver
/s/ Steven A. Small Treasurer March 27, 2000 Steven A. Small (Principal Accounting Officer)
/s/ Leslie D. Aberson Director March 27, 2000 Leslie D. Aberson
/s/ Robert P. Adelberg Director March 27, 2000 Robert P. Adelberg
/s/ William C. Ballard, Jr. Director March 27, 2000 William C. Ballard, Jr.
/s/ James E. Cain Director March 27, 2000 James E. Cain
/s/ Martha Layne Collins Director March 27, 2000 Martha Layne Collins
/s/ Wendell H. Ford Director March 27, 2000 Wendell H. Ford
/s/ David Jones, Jr. Director March 27, 2000 David Jones, Jr.
/s/ Peggy Ann Markstein Director March 27, 2000 Peggy Ann Markstein
/s/ Donald G. McClinton Director March 27, 2000 Donald G. McClinton
/s/ Jerome J. Pakenham Director March 27, 2000 Jerome J. Pakenham
/s/ John S. Palmore Director March 27, 2000 John S. Palmore
/s/ Woodford R. Porter, Sr. Director March 27, 2000 Woodford R. Porter, Sr.
/s/ Benjamin K. Richmond Director March 27, 2000 Benjamin K. Richmond
/s/ Bruce J. Roth Director March 27, 2000 Bruce J. Roth
/s/ Raymond L. Sales Director March 27, 2000 Raymond L. Sales
/s/ Victor A. Staffieri Director March 27, 2000 Victor A. Staffieri
/s/ Henry C. Wagner Director March 27, 2000 Henry C. Wagner
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
______________
EXHIBITS
filed with
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
Commission file number 1-10602
________________
MIDAMERICA BANCORP
INDEX TO EXHIBITS
3(a) Restated Articles of Incorporation of MidAmerica Bancorp filed with the Secretary of State of Kentucky on May 4, 1989; as amended by Articles of Amendment filed with the Secretary of State of Kentucky on April 19, 1993, March 13, 1995, March 5, 1998 and January 11, 1999 are incorporated by reference to Exhibit (3a)to the Company's annual report on Form 10-K for the year ended December 31, 1998.
(b) By-Laws of MidAmerica Bancorp are incorporated by reference to Exhibit 3(b) to the Company's annual report on Form 10-K for the year ended December 31, 1995.
4. Amended and Restated Articles of Incorporation, By-Laws, and Shareholder Rights Agreement, dated February 23, 1998, between MidAmerica Bancorp and Mid-America Bank of Louisville and Trust Company are incorporated by reference to Exhibit 3 (a) to the Company's annual report on Form 10-K for the year ended December 31, 1998, Exhibit 3 (b) to the Company's annual report on Form 10-K for the year ended December 31, 1995, and Exhibit 4 to the Company's report on Form 8-K dated February 23, 1998, respectively.
10. Material Contracts
10.(a) MidAmerica Bancorp Non-Employee Directors Deferred Compensation Plan.(*)
10.(b) Employment Agreement between the Company and Orson Oliver incorporated by reference to Exhibit 10 (b) of the Company's annual report on form 10-K for the year ended December 31, 1995.(*)
10.(c) Employment Agreement between the Company and R. K. Guillaume incorporated by reference to Exhibit 10 (n)of the Company's quarterly report on Form 10-Q for the quarter ended September 30, 1995. (*)
10.(d) Employment Agreement between the Company and David N. Klein incorporated by reference to Exhibit 10 (d) of the Company's annual report of Form 10-K for the year ended December 31, 1995.(*)
10.(e) Employment Agreement between the Company and Richard B. Klein incorporated by reference to Exhibit 10 (e) of the Company's annual report of Form 10-K for the year ended December 31, 1995.(*)
10.(f) Employment Agreement between the Company and John T. Rippy incorporated by reference to Exhibit 10 (a) of the Company's quarterly report on Form 10-Q for the quarter ended September 30, 1999.(*)
10.(g) Employment Agreement between the Company and Gail Pohn incorporated by reference to Exhibit 10 (g) of the Company's annual report on Form 10-K for the year ended December 31, 1995.(*)
10.(h) Employment Agreement between the Company and Steven Small incorporated by reference to Exhibit 10 (b) of the Company's quarterly report on Form 10-Q for the quarter ended September 30, 1999.(*)
10.(i) Amended and Restated MidAmerica Bancorp Incentive Stock Option Plan is incorporated herein by reference to Post-Effective Amendment Number 1 to Form S-8 Registration Statement No. 2-92270.(*)
10.(j) MidAmerica Bancorp 1991 Incentive Stock Option Plan is incorporated by reference to Exhibit 28 to Registration Statement No. 33-42989(*)
10.(k) MidAmerica Bancorp 1996 Management Incentive Compensation Plan incorporated by reference to Exhibit 10 (l) of the Company's annual report on Form 10-K for the year ended December 31, 1996.(*)
10.(l) Employment Agreement between the Company and William J. Hornig incorporated by reference to Exhibit 10 of the Company's quarterly report on Form 10-Q for the quarter ended March 31, 1998.(*)
10.(m) 1995 Incentive Stock Option plan of MidAmerica Bancorp incorporated by reference to Exhibit 10(m) of the Company's quarterly report on Form 10-Q for the quarter ended June 30, 1995.(*)
10.(n) Employment Agreement between the Company and Donald L. LaMar incorporated by reference to Exhibit 10 (a) of the Company's quarterly report on Form 10-Q for the quarter ended June 30,1999.(*)
10.(o) Employment Agreement between the Company and David C. Meece incorporated by reference to Exhibit 10 (b) of the Company's quarterly report on Form 10-Q for the quarter ended June 30,1999.(*)
10.(p) Employment Agreement between the Company and Marlyn Y. Smith incorporated by reference to Exhibit 10 (c) of the Company's quarterly report on Form 10-Q for the quarter ended June 30, 1999.(*)
* Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 14 of this report.
11. Statement re Computation of per share earnings.
13. Selected portions of the annual report to shareholders for the year ended December 31, 1999.
21. Subsidiaries of the Company.
23. Consent of independent auditors.
27. Financial Data Schedule.
99. Additional Exhibits
Form 11-K