EXHIBIT 10.6

Pension Make-Up Plan of the Company (SERP)

Make Up Plan

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

The Make Up Plan follows this description.




MID AM, INC.

PENSION MAKE UP PLAN

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

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

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

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

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

Page 1


ARTICLE I
DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

a. misappropriating any funds or property of the Corporation;

b. being convicted of a felony;

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c. mismanaging the assets of the Corporation;

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

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

f. material breach of this Agreement;

g. being under the habitual ir~luence of alcohol or other drugs;
or

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

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

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


ARTICLE II
ELIGIBILITY

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

ARTICLE III
CONTRIBUTIONS AND BENEFITS

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

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

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

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

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

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

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

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

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

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

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

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

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

Page 5

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

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

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


ARTICLE IV
TIMING OF BENEFITS

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

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

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

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

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ARTICLE V
VESTING

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

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


ARTICLE VI
FUNDING

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


ARTICLE Vll
PLAN ADMINISTRATION

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

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ARTICLE VIII
AMENDMENT AND DISCONTINUANCE

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

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

MID AM, INC.

By:
Witness

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MID AM, INC.
TRUST AGREEMENT

January 1993

MID AM, INC.

TRUST AGREEMENT

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

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

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

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

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

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

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

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SECTION 1
ESTABLISHMENT OF TRUST

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

The Trust hereby established shall be irrevocable.

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

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

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


SECTION 2
PAYMENTS TO PLAN PARTICIPANTS AND THEIR BENEFlCIARIES

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

Page 2

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

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


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

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

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

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

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

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

Page 3

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

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


SECTION 4
INVESTMENT AUTHORITY

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

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


SECTION 5
DISPOSITION OF INCOME

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


SECTION 6
ACCOUNTING BY TRUSTEE

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


Page 4

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


SECTION 7
RESPONSIBILITY OF TRUSTEE

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

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

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

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

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




SECTION 8
COMPENSATION AND EXPENSES OF TRUSTEE

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

Page 5


SECTION 9
RESIGNATION AND REMIOVAL OF TRUSTEE

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

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

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

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


SECTION 10
APPOINTMENT OF SUCCESSOR

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


SECTION 11
AMENDMENT OR TERMlNATION

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

Page 6

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


SECTION 12
MISCELLANEOUS

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

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

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


SECTION 13
EFFECTIVE DATE

The effective date of this Trust Agreement shall be        , 19

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

MID AM, INC.

By:
Witness

MID AM, INC. BANK AND TRUST

By:
Witness

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